Vireo Growth (VREO) 10-Q 11 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 09, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	000-56225
Entity Registrant Name	GOODNESS GROWTH HOLDINGS, INC.
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	82-3835655
Entity Address, Address Line One	207 South 9th Street
Entity Address State Or Province	MN
Entity Address, City or Town	Minneapolis
Entity Address, Postal Zip Code	55402
City Area Code	(612)
Local Phone Number	999-1606
Title of 12(b) Security	None
Trading Symbol	None
Security Exchange Name	NONE
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
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001771706
Amendment Flag	false
Subordinate Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		84,111,628
Multiple Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		374,586
Super Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		65,411

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 8,601,217	$ 15,155,279
Accounts receivable, net of allowance for doubtful accounts of $482,038 and $572,080, respectively	6,267,347	4,502,469
Inventory	18,259,329	20,422,061
Prepayments and other current assets	3,437,124	1,560,113
Assets Held for Sale	2,185,523
Total current assets	38,750,540	41,639,922
Property and equipment, net	93,307,000	99,488,559
Operating lease, right-of-use asset	8,187,410	8,510,499
Notes receivable, long-term	3,750,000	3,750,000
Intangible assets, net	9,943,746	10,184,289
Goodwill	183,836	183,836
Deposits	1,994,890	1,718,206
Deferred tax assets	4,610,000	1,495,000
Total assets	160,727,422	166,970,311
Current liabilities
Accounts Payable and Accrued liabilities	17,685,524	14,805,473
Right of use liability	1,702,825	1,600,931
Liabilities held for sale	1,129,249
Total current liabilities	20,517,598	16,406,404
Right-of-use liability	79,917,552	80,228,097
Long-Term debt	31,210,645	27,329,907
Total liabilities	131,645,795	123,964,408
Commitments and contingencies (refer to Note 16)
Stockholders' equity
Additional Paid in Capital	179,071,928	178,429,422
Accumulated deficit	(149,990,301)	(135,423,519)
Total stockholders' equity	29,081,627	43,005,903
Total liabilities and stockholders' equity	$ 160,727,422	$ 166,970,311

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Common stock
Net of allowance for doubtful accounts	$ 482,038	$ 572,080
Subordinate Voting Shares
Common stock
Common stock, authorized	Unlimited	Unlimited
Common Stock, Issued	84,111,628	84,111,628
Common Stock, Outstanding	84,111,628	84,111,628
Multiple Voting Shares
Common stock
Common stock, authorized	Unlimited	Unlimited
Common Stock, Issued	374,586	374,586
Common Stock, Outstanding	374,586	374,586
Super Voting Shares
Common stock
Common stock, authorized	Unlimited	Unlimited
Common Stock, Issued	65,411	65,411
Common Stock, Outstanding	65,411	65,411

CONSOLIDATED STATEMENTS OF NET

CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS
Revenue	$ 15,638,572	$ 13,189,889
Cost of sales
Product costs	9,682,977	7,506,048
Inventory valuation adjustments	3,466,917	68,000
Gross profit	2,488,678	5,615,841
Operating expenses:
Selling, general and administrative	9,277,969	8,035,991
Stock-based compensation expenses	642,506	2,046,618
Depreciation	156,096	171,562
Amortization	172,267	206,443
Total operating expenses	10,248,838	10,460,614
Loss from operations	(7,760,160)	(4,844,773)
Other income (expense):
Impairment of long-lived assets	(5,313,176)
Gain on disposal of assets	168,359	437,107
Interest expenses, net	(4,601,799)	(1,026,146)
Other income (expenses)	1,199,994	56,668
Other income (expenses), net	(8,546,622)	(532,371)
Loss before income taxes	(16,306,782)	(5,377,144)
Current income tax expenses	(1,375,000)	(1,735,000)
Deferred income tax recoveries	3,115,000	235,000
Net loss and comprehensive loss	$ (14,566,782)	$ (6,877,144)
Net loss per share - basic	$ (0.11)	$ (0.06)
Net loss per share - diluted	$ (0.11)	$ (0.06)
Weighted average shares used in computation of net loss per share - basic	128,111,328	116,103,635
Weighted average shares used in computation of net loss per share - diluted	128,111,328	116,103,635

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common stockSubordinate Voting Shares	Common stockMultiple Voting Shares	Common stockSuper Voting Shares	Additional paid in capital	Accumulated Deficit	Subordinate Voting Shares	Multiple Voting Shares	Super Voting Shares	Total
Balance at the beginning at Dec. 31, 2020				$ 164,079,614	$ (101,733,044)				$ 62,346,570
Balance at the beginning (in shares) at Dec. 31, 2020	51,062,559	554,127	65,411
Conversion of MVS shares		$ (94,177)
Conversion of MVS shares (in shares)	9,417,700
Shares issued				1,385,239					1,385,239
Shares issued (in shares)	1,050,000
Options exercised				966,156					$ 966,156
Options exercised (in shares)	3,130,343								3,130,343
Warrants exercised (in shares)	7,110,481
Warrants issued in financing activities				5,395,759					$ 5,395,759
Stock-based compensation				2,046,618					2,046,618
Stock-based compensation (in shares)	889,519
Net Loss					(6,877,144)				(6,877,144)
Balance at the end at Mar. 31, 2021				173,873,386	(108,610,188)				65,263,198
Balance at the end (in shares) at Mar. 31, 2021	72,660,602	459,950	65,411
Balance at the beginning at Dec. 31, 2020				164,079,614	(101,733,044)				$ 62,346,570
Balance at the beginning (in shares) at Dec. 31, 2020	51,062,559	554,127	65,411
Options exercised (in shares)									4,289,392
Balance at the end at Dec. 31, 2021				178,429,422	(135,423,519)				$ 43,005,903
Balance at the end (in shares) at Dec. 31, 2021	81,298,228	402,720	65,411			84,111,628	374,586	65,411
Conversion of MVS shares (in shares)	2,813,400	(28,134)
Stock-based compensation				642,506					642,506
Net Loss					(14,566,782)				(14,566,782)
Balance at the end at Mar. 31, 2022				$ 179,071,928	$ (149,990,301)				$ 29,081,627
Balance at the end (in shares) at Mar. 31, 2022	84,111,628	374,586	65,411			84,111,628	374,586	65,411

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (14,566,782)	$ (6,877,144)
Adjustments to reconcile net loss to net cash used in operating activities:
Inventory valuation adjustments	3,466,917	68,000
Depreciation	156,096	171,562
Depreciation capitalized into inventory	700,193	508,358
Non-cash operating lease expense	274,067	286,296
Amortization of intangible assets	172,267	206,443	$ 817,215
Stock-based payments	642,506	2,046,618
Interest Expense	996,157
Impairment of long-lived assets	5,313,176
Deferred income tax	(3,115,000)	(235,000)
Accretion	1,384,812	91,507
Gain on disposal of royalty asset	(168,359)
Change in operating assets and liabilities:
Accounts Receivable	(1,764,878)	(52,521)
Prepaid expenses	(1,877,011)	(886,714)
Inventory	(1,255,162)	(1,875,784)
Accounts payable and accrued liabilities	2,880,051	1,885,815
Change in assets and liabilities held for sale		124,843
Net cash used in operating activities	(6,760,950)	(4,974,828)
CASH FLOWS FROM INVESTING ACTIVITIES:
PP&E Additions	(2,173,430)	(4,922,251)
Proceeds from sale of royalty asset	236,635
Deposits	(276,684)	(1,595)
Net cash provided by (used in) investing activities	(2,213,479)	(5,366,346)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of issuance costs	2,884,581	23,162,526
Proceeds from option exercises		966,156
Lease principal payments	(464,214)	(332,137)
Net cash provided by financing activities	2,420,367	23,796,545
Net change in cash and restricted cash	(6,554,062)	13,455,371
Cash and restricted cash, beginning of period	15,155,279	27,105,680	27,105,680
Cash and restricted cash, end of period	$ 8,601,217	40,561,051	$ 15,155,279
MJ Distributing
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of MJ Distributing		(1,592,500)
Ohio Medical Solutions, LLC
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on disposal of OMS		(437,107)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of OMS net of cash		$ 1,150,000

Description of Business and Sum

Description of Business and Summary	3 Months Ended
	Mar. 31, 2022
Description of Business and Summary
Description of Business and Summary	1. Description of Business and Summary Goodness Growth Holdings, Inc. (“ Goodness Growth Company CSE Goodness Growth is a physician-led, science-focused organization that cultivates and/or manufactures pharmaceutical-grade cannabis and cannabis extracts. Goodness Growth operates cannabis cultivation, production, and dispensary facilities in Arizona, Maryland, Minnesota, New Mexico, and New York, and formerly in Ohio, which was disposed of on March 31, 2021, through its subsidiaries. While marijuana and CBD-infused products are legal under the laws of several U.S. states (with vastly differing restrictions), the United States Federal Controlled Substances Act classifies all “marijuana” as a Schedule I drug. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of safety for the use of the drug under medical supervision. Recently some federal officials have attempted to distinguish between medical cannabis use as necessary, but recreational use as “still a violation of federal law.” At the present time, the distinction between “medical marijuana” and “recreational marijuana” does not exist under U.S. federal law. ​ On January 31, 2022, we entered into an Arrangement Agreement (the “Arrangement Agreement”) with Verano Holdings Corp. (“Verano”), pursuant to which Verano will acquire all of the issued and outstanding shares of Goodness Growth pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”). Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, holders of Goodness Growth Shares will receive 0.22652 of a subordinate voting share of Verano (each a “Verano Subordinate Voting Share”), subject to adjustment as described below (the “Exchange Ratio”), for each Subordinate Voting Share held, and 22.652 Verano Subordinate Voting Shares for each Multiple Voting Share and Super Voting Share held, immediately prior to the effective time of the Arrangement. The Arrangement is subject to the approvals of the Supreme Court of British Columbia; receipt of U.S. regulatory approvals, including pursuant to the Hart–Scott–Rodino Antitrust Improvements Act and New York State regulatory requirements: and other customary conditions of closing ​ Since being declared a global pandemic in March 2020, the spread of COVID-19 has severely impacted virtually all areas of the globe. In many countries, including the United States, businesses were forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Global stock markets have also experienced great volatility. Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions. ​ The duration and impact of the COVID-19 pandemic, as well as the effectiveness of government and central bank responses, remains unclear at this time. During 2021, the Company’s revenue, gross profit and operating income were not negatively impacted by COVID-19 and the Company generally maintained the consistency of its operations. However, the uncertain nature of the spread of COVID-19 may impact its business operations for reasons including the potential quarantine of Goodness Growth employees or those of its supply chain partners.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with this Securities and Exchange Commission, or SEC, on March 15, 2022 (the " Annual Financial Statements Basis of presentation The accompanying unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP SEC Revision of Previously Issued Financial Statements During the year ended December 31, 2021, management identified an error related to the accounting treatment of warrants with a Canadian dollar exercise price issued in connection with the Credit Facility. The Company initially recorded these Canadian denominated warrants as a derivative liability subject to revaluation at each period end, when they should have received equity treatment. Additionally, the Company identified errors related to the valuation of stock issued in the acquisition of MJ Distributing, and stock issued to our former Executive Chairman, Bruce Linton. In both instances the stock issued carried certain lock up provisions. The Company initially recorded the equity value of the stock issued at market value on the date of issuance, rather than applying a discount for lack of marketability to account for the lock up provisions. To correct the immaterial misstatements for the three months ended March 31, 2021, the Company elected to revise its previously issued interim unaudited condensed consolidated statements of net loss and comprehensive loss, stockholders’ equity, and cash flows. The Company will present the revision of its previously issued interim unaudited condensed consolidated financial statements in connection with the future filing of its Quarterly Reports on Form 10-Q. The impact of the revisions on the Company’s interim unaudited condensed consolidated financial statements for the three months ended March 31, 2021 is reflected in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Net Loss and Comprehensive Loss for the three months ended March 31, 2021 (unaudited) As Previously Reported Adjustment ​ As Revised Operating expenses: ​ ​ ​ ​ ​ ​ Stock-based compensation expenses ​ $ 2,314,575 ​ $ (267,957) ​ $ 2,046,618 Total operating expenses ​ 10,728,571 ​ (267,957) ​ 10,460,614 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ (5,112,730) ​ 267,957 ​ (4,844,773) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ Derivative gain (loss) ​ 158,529 ​ (158,529) ​ — Other income (expenses), net ​ (373,842) ​ (158,529) ​ (532,371) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income taxes ​ (5,486,572) ​ 109,428 ​ (5,377,144) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) and comprehensive income (loss) ​ $ (6,986,572) ​ $ 109,428 ​ $ (6,877,144) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statement of Changes in Stockholders' Equity as of March 31, 2021 ​ As Previously Reported Adjustment ​ As Revised Shares issued in Nevada acquisition ​ $ 1,564,500 ​ $ (179,261) ​ $ 1,385,239 Stock-based compensation ​ ​ 2,314,575 ​ ​ (267,957) ​ ​ 2,046,618 Warrants issued in financing activities ​ ​ — ​ ​ 5,395,759 ​ ​ 5,395,759 Net Loss ​ ​ (6,986,572) ​ ​ 109,428 ​ ​ (6,877,144) Balance at March 31, 2021 ​ $ 60,205,229 ​ $ 5,057,969 ​ $ 65,263,198 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) ​ As Previously Reported Adjustment ​ As Revised CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ (6,986,572) ​ $ 109,428 ​ $ (6,877,144) Derivative gain ​ ​ (158,529) ​ ​ 158,529 ​ ​ — Share-based payments ​ ​ 2,314,575 ​ ​ (267,957) ​ ​ 2,046,618 ​ Basis of consolidation These unaudited condensed consolidated financial statements include the accounts of the following entities wholly owned, or effectively controlled by the Company during the period ended March 31, 2022: ​ ​ ​ ​ Name of entity Place of incorporation Vireo Health, Inc. Delaware, USA Vireo Health of New York, LLC New York, USA Minnesota Medical Solutions, LLC Minnesota, USA MaryMed, LLC Maryland, USA Vireo of Charm City, LLC ​ Maryland, USA 1776 Hemp, LLC Delaware, USA Vireo Health of Massachusetts, LLC Delaware, USA Mayflower Botanicals, Inc. Massachusetts, USA Elephant Head Farm, LLC Arizona, USA EHF Cultivation Management, LLC ​ Arizona, USA Retail Management Associates, LLC Arizona, USA Arizona Natural Remedies, Inc. Arizona, USA Vireo Health of New Mexico, LLC Delaware, USA Red Barn Growers, Inc. New Mexico, USA Resurgent Biosciences, Inc. Delaware, USA Vireo Health of Puerto Rico, LLC Delaware, USA Vireo Health de Puerto Rico, Inc. Puerto Rico XAAS Agro, Inc. Puerto Rico Vireo Health of Nevada 1, LLC Nevada, USA Verdant Grove, Inc. Massachusetts, USA ​ The entities listed above are wholly owned or effectively controlled by the Company and have been formed or acquired to support the intended operations of the Company, and all intercompany transactions and balances have been eliminated in the Company's unaudited condensed consolidated financial statements. Recently adopted accounting pronouncements In November of 2021 FASB issued ASU 2021 -10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The update is intended to increase the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. The Company adopted Topic 832 on January 1, 2022. The adoption of the standard did not have a material impact on the Company's results of operations or cash flows. Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, warrants, and convertible notes. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. The Company recorded a net loss for the three month periods ended March 31, 2022 and 2021, presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods. The anti-dilutive shares outstanding for the three month periods ending March 31, 2022 and 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2022 2021 Stock options ​ 26,261,054 23,772,642 Warrants ​ 4,226,449 4,395,949 RSUs ​ 1,094,200 ​ — Convertible notes ​ — 211,765 Total ​ 31,581,703 28,380,356 ​ Revenue Recognition The Company’s primary source of revenue is from wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at the Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to medical customers. The following table represents the Company’s disaggregated revenue by source: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 Retail ​ $ 12,412,223 ​ $ 10,373,630 Wholesale ​ 3,226,349 ​ 2,816,259 Total ​ $ 15,638,572 ​ $ 13,189,889 ​ New accounting pronouncements not yet adopted In October of 2021 FASB issued ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The update is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The required date of adoption is January 1, 2023, and the Company is evaluating potential future impacts on the Company’s financial statements.

Business Combinations and Dispo

Business Combinations and Dispositions	3 Months Ended
	Mar. 31, 2022
Business Combinations and Dispositions
Business Combinations and Dispositions	3. Business Combinations and Dispositions Dispositions On March 31, 2021, the Company sold all of the assets and liabilities of its affiliated company, Ohio Medical Solutions, Inc. (“ OMS Ayr On March 31, 2022, the Company sold the rights to a 10% royalty on future net revenues generated by High Gardens, Inc., a former subsidiary of the Company that was divested in 2020, for cash consideration of $236,635. The carrying value of the intangible royalty asset prior to disposition was $68,276, resulting in a gain of $168,359 which was recorded in the unaudited condensed consolidated statement of loss and comprehensive loss for the three months ended March 31, 2022. Asset Acquisitions Acquisition of MJ Distributing C201, LLC and MJ Distributing P132, LLC On April 10, 2019, the Company entered into a definitive agreement to acquire 100% of the membership interests in MJ Distributing C201, LLC and MJ Distributing P132, LLC (“ MJ Distributing ​ The acquisition of MJ Distributing was completed on January 5, 2021. As part of the closing of the acquisition the restricted cash of $1,592,500 was transferred to the sellers, the convertible notes in escrow were cancelled, and the Company issued 1,050,000 subordinate voting shares to the sellers. Management determined the total consideration paid of $1,592,500 in restricted cash, $1,385,239 associated with the fair value of the subordinate voting shares issued, and $28,136 of deferred acquisition costs, was equal to the fair value of the intangible asset acquired, or $3,005,875. The related operating results are included in the accompanying consolidated statements of operations, changes in shareholders’ equity, and statement of cash flows commencing from the date of acquisition. ​ Assets Held for Sale ​ As of March 31, 2022 the Company identified property, equipment, and lease assets and liabilities associated with the businesses in Maryland and Arizona with carrying amounts that are expected to be recovered principally through sale rather than through continuing use. The sale of these assets and liabilities is highly probable, they can be sold in their immediate condition, and the sales are expected to occur within the next twelve motnhs. As such, these assets and liabilities have been classified as “held for sale.” The carrying value of these net assets exceeded fair value less expected cost to sell, and as such, the Company recorded an impairment loss of $5,313,176, which is included in the statement of loss and comprehensive loss for the three months ended March 31, 2022. Assets and liabilities held for sale are as follows: ​ ​ ​ ​ ​ Assets held for sale ​ Property and equipment ​ $ 2,185,523 Total assets held for sale ​ $ 2,185,523 ​ ​ ​ ​ Liabilities held for sale ​ Right of Use Liability ​ $ 1,129,249 Total liabilities held for sale ​ $ 1,129,249 ​

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Measurements
Fair Value Measurements	4. Fair Value Measurements The Company complies with ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022, and December 31, 2021, indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted prices in ​ Other ​ Significant ​ ​ ​ ​ ​ active markets for ​ observable ​ unobservable ​ ​ ​ ​ ​ identical assets ​ inputs ​ inputs ​ ​ ​ ​ (Level 1) (Level 2) (Level 3) Total March 31, 2022 ​ ​ ​ ​ Cash ​ $ 8,601,217 ​ $ — ​ $ — ​ $ 8,601,217 Total assets ​ $ 8,601,217 ​ $ — ​ $ — ​ $ 8,601,217 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ 15,155,279 ​ — ​ — ​ 15,155,279 Total assets ​ $ 15,155,279 ​ $ — ​ $ — ​ $ 15,155,279 ​ Items measured at fair value on a non-recurring basis The Company’s non-financial assets, such as prepayments and other current assets, long lived assets, including property and equipment, goodwill, and intangible assets, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. In connection with an evaluation of such non-financial assets during the three months ended March 31, 2022, the carrying values of property and equipment were concluded to exceed their fair values. As a result, the Company recorded impairment charges that incorporates fair value measurements based on Level 3 inputs (Note 8). The carrying value of the Company’s accounts receivable, accounts payable, and accrued liabilities approximate their fair value due to their short-term nature, and the carrying value of notes receivable and long-term debt approximates fair value as they bear a market rate of interest.

Trade Receivables

Trade Receivables	3 Months Ended
	Mar. 31, 2022
Trade Receivables
Trade Receivables	5. Accounts Receivable Trade receivables are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Trade receivable ​ $ 1,597,328 ​ $ 1,251,699 Tax withholding receivable ​ ​ 3,208,270 ​ ​ 3,208,270 Other ​ 1,461,749 ​ 42,500 Total ​ $ 6,267,347 ​ $ 4,502,469 ​ Included in the trade receivables, net balance at March 31, 2022 and December 31, 2021, is an allowance for doubtful accounts of $125,564 and $215,606 , respectively. Included in the tax withholding receivable, net balance at March 31, 2022 and December 31, 2021 is an allowance for doubtful accounts of $356,474 . Other receivables, as of March 31, 2022, primarily consists of interest paid in connection with the Credit Facility (Note 13), but subject to reimbursement by Verano per the terms of the Arrangement Agreement.

Inventory

Inventory	3 Months Ended
	Mar. 31, 2022
Inventory
Inventory	6. Inventory Inventory is comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Work-in-progress ​ $ 12,806,429 ​ $ 15,167,522 Finished goods ​ 4,661,524 ​ 4,580,158 Other ​ 791,376 ​ 674,381 Total ​ $ 18,259,329 ​ $ 20,422,061 ​ Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. Inventory valuation adjustments included in cost of sales on the statements of net loss and comprehensive loss is comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2022 2021 Work-in-progress ​ $ 3,280,291 ​ $ — Finished goods ​ 151,248 ​ 68,000 Other ​ 35,378 ​ — Total ​ $ 3,466,917 ​ $ 68,000 ​

Prepayments and other current a

Prepayments and other current assets	3 Months Ended
	Mar. 31, 2022
Prepayments and other current assets
Prepayments and other current assets	7. Prepayments and other current assets Prepayments and other current assets are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Prepaid Insurance ​ $ 2,488,991 ​ $ 838,612 Other Prepaid Expenses ​ 948,133 ​ 721,501 Total ​ $ 3,437,124 ​ $ 1,560,113 ​

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Mar. 31, 2022
Property and Equipment, Net
Property and Equipment, Net	8. Property and Equipment, Net Property and equipment, net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Land ​ $ 1,366,650 ​ $ 1,366,650 Buildings and leasehold improvements ​ 12,963,147 ​ 15,529,928 Furniture and equipment ​ 7,831,327 ​ 7,962,363 Software ​ 221,540 ​ 221,540 Vehicles ​ 513,135 ​ 513,135 Construction-in-progress ​ 8,053,370 ​ 10,510,166 Right of use asset under finance lease ​ 70,048,971 ​ 71,078,655 ​ ​ 100,998,140 ​ 107,182,437 Less: accumulated depreciation ​ (7,691,140) ​ (7,693,878) Total ​ $ 93,307,000 ​ $ 99,488,559 ​ For the three months ended March 31, 2022 and 2021, total depreciation on property and equipment was $856,289 and $679,920, respectively. For the three months ended March 31, 2022 and 2021, accumulated amortization of the right of use asset under finance lease amounted to $2,736,162 and $1,802,458, respectively. The right of use asset under finance lease of $70,713,084 consists of leased processing and cultivation premises. The Company capitalized into inventory $700,193 and $508,359 relating to depreciation associated with manufacturing equipment and production facilities for the three months ended March 31, 2022 and 2021, respectively. The capitalized depreciation costs associated are added to inventory and expensed through Cost of Sales Product Cost on the unaudited condensed consolidated statements of net loss and comprehensive loss. ​ As of March 31, 2022, in conjunction with the Company’s held for sale assessment, the Company evaluated whether property and equipment showed any indicators of impairment, and it was determined that the recoverable amount of certain net assets were below book value. As a result, the Company recorded an impairment charge of $5,313,176 (2021 - $0 ) on property and equipment, net.

Leases

Leases	3 Months Ended
	Mar. 31, 2022
Leases
Leases	9. Leases Components of lease expenses are listed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ 2022 ​ 2021 Finance lease cost ​ ​ ​ ​ ​ Amortization of ROU assets ​ $ 274,800 ​ $ 236,412 Interest on lease liabilities ​ 2,627,559 ​ 937,122 Operating lease expense ​ 647,217 ​ 681,673 Total lease expenses ​ $ 3,549,576 ​ $ 1,855,207 ​ Future minimum lease payments (principal and interest) on the leases are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases ​ ​ ​ March 31, 2022 March 31, 2022 Total 2022 ​ $ 1,900,915 ​ $ 5,796,195 ​ $ 7,697,110 2023 ​ 2,470,614 ​ 10,492,227 ​ 12,962,841 2024 ​ 2,194,068 ​ 10,597,822 ​ 12,791,890 2025 ​ 1,979,678 ​ 10,683,979 ​ 12,663,657 2026 ​ 1,557,311 ​ 11,001,044 ​ 12,558,355 Thereafter ​ 2,625,449 ​ 206,379,022 ​ 209,004,471 Total minimum lease payments ​ $ 12,728,035 ​ $ 254,950,289 ​ $ 267,678,324 Less discount to net present value ​ ​ (4,300,836) ​ (180,627,862) ​ (184,928,698) Less liabilities held for sale ​ ​ — ​ ​ (1,129,249) ​ ​ (1,129,249) Present value of lease liability ​ $ 8,427,199 ​ $ 73,193,178 ​ $ 81,620,377 ​ The Company has entered into various lease agreements for the use of buildings used in production and retail sales of cannabis products. Supplemental cash flow information related to leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ Lease principal payments ​ $ 464,214 ​ $ 332,137 Non-cash additions to ROU assets ​ — ​ 1,758,281 Amortization of operating leases ​ 323,090 ​ 340,853 ​ Other information about lease amounts recognized in the financial statements: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2022 2021 ​ Weighted-average remaining lease term (years) – operating leases ​ 5.42 6.31 ​ ​ Weighted-average remaining lease term (years) – finance leases ​ 19.25 18.70 ​ ​ Weighted-average discount rate – operating leases ​ 15.00 % 15.00 % ​ Weighted-average discount rate – finance leases ​ 15.29 % 23.13 % ​ ​

Goodwill

Goodwill	3 Months Ended
	Mar. 31, 2022
Goodwill
Goodwill	10. Goodwill The following table shows the change in carrying amount of goodwill: ​ ​ ​ ​ ​ Goodwill - January 1, 2021 $ 3,132,491 Dispositions ​ (2,948,655) Goodwill - December 31, 2021 and March 31, 2022 ​ $ 183,836 ​ Goodwill is tested for impairment annually or more frequently if indicators of impairment exist or if a decision is made to dispose of business. The valuation date for the Company’s annual impairment testing is December 31. On this date the Company performed a Step 1 goodwill impairment analysis. No indicators of impairment exists as of March 31, 2022.

Intangibles

Intangibles	3 Months Ended
	Mar. 31, 2022
Intangibles
Intangibles	11. Intangibles Intangible assets are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Licenses Royalty Asset Total Balance December 31, 2020 ​ $ 8,341,143 ​ $ 68,276 $ 8,409,419 Additions ​ 10,190,458 ​ — 10,190,458 Divestitures ​ (5,492,890) ​ — (5,492,890) Amortization ​ (817,215) ​ — (817,215) Impairment ​ ​ (2,105,483) ​ ​ ​ ​ ​ (2,105,483) Balance, December 31, 2021 ​ $ 10,116,013 ​ $ 68,276 $ 10,184,289 Divestitures (Note 3) ​ — ​ (68,276) (68,276) Amortization ​ (172,267) ​ — (172,267) Balance, March 31, 2022 ​ $ 9,943,746 ​ $ — $ 9,943,746 ​ Amortization expense for intangibles was $172,267 and $206,443 during the three months ended March 31, 2022 and 2021, respectively. Amortization expense is recorded in operating expenses on the unaudited condensed consolidated statements of net loss and comprehensive loss. The Company estimates that amortization expense will be $689,066 per year for the

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities	3 Months Ended
	Mar. 31, 2022
Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Liabilities	12. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Accounts payable – trade ​ $ 3,013,439 ​ $ 1,490,286 Accrued Expenses ​ 7,622,475 ​ 7,708,883 Taxes payable ​ 6,599,276 ​ 5,196,677 Contract liability ​ 450,334 ​ 409,627 Total accounts payable and accrued liabilities ​ $ 17,685,524 ​ $ 14,805,473 ​

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2022
Long-Term Debt
Long-Term Debt	13. Long-Term Debt During the year ended December 31, 2017, the Company signed a promissory note payable in the amount of $ . The note bears interest at a rate of per annum with interest payments required on a basis. Effective November 13, 2019, the Company’s promissory note payable in the amount of $ was modified to increase the amount payable to $ and extend the maturity date to . On December 28, 2021, the Company’s promissory note payable in the amount of $ was modified to extend the maturity date to , and the Company paid off $ in principal. On March 25, 2021, the Company entered into a credit agreement for a senior secured delayed draw term loan with an aggregate principal amount of up to $46,000,000 (the “ Credit Facility ​ On March 25, 2021, in connection with closing the Credit Facility, Goodness Growth issued (a) five year five year ​ On November 18, 2021, the Company and lenders amended the Credit Facility to provide for an additional loan of $4,200,000 with a cash interest rate of 15% per annum and PIK interest of 2% per annum and no warrants were issued in connection with this loan. Cash received net of $156,900 in financing costs was $4,043,100. Obligations under the Credit Facility are secured by substantially all the assets of the Company. ​ On January 31, 2022, Goodness Growth and certain of its subsidiaries, as borrowers (collectively, “Borrowers”), entered into a Third Amendment to the Credit Facility (the “Third Amendment”) providing for additional delayed draw term loans of up to $55 million (the “Delayed Draw Loans”). Subject to certain conditions to be satisfied prior to the initial funding thereunder, Goodness Growth may borrow a portion of the $55 million for working capital and other general corporate purposes and may borrow the remainder for other specific purposes, including relating to its ongoing expansion in New York. The Delayed Draw Loans have a maturity date of April 30, 2023 with an option to extend another 12 months for an additional fee of $1,375,000. The cash interest rate on the Delayed Draw Loans under the Third Amendment is equal to the U.S. prime rate plus 10.375%, with a minimum required rate of 13.375% per annum, in addition to paid-in-kind interest of 2.75% per annum. Pursuant to the Arrangement Agreement, Verano will reimburse Goodness Growth for all interest expenses related to the Third Amendment in excess of 10% per annum until the earlier of either the closing of the transaction under the Arrangement Agreement, or termination of the Arrangement Agreement. ​ On March 3, 2022, the Company drew $4,075,000 in principal debt from the Delayed Draw Loans. Proceeds received, net of deferred financing fees of $1,074,556, were $3,000,444. Additionally, the Company incurred $115,863 of third party legal fees related to the draw. The Company expects to be reimbursed by Verano for the $1,190,863 in deferred financing pursuant to the Arrangement Agreement. These fees are included in our other receivables balance (Note 5), and included as other income in the unaudited statement of loss and comprehensive loss for the three months ended March 31, 2022. ​ Unless otherwise specified, all deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. ​ On November 19, 2021, the Company signed a promissory note payable in the amount of $2,000,000 in connection with the acquisition of Charm City Medicus, LLC. The note bears an interest rate of 8% per annum with interest payments due on the last day of each calendar quarter. The maturity date of the note is November 19, 2023, and the note is secured by 25% of the membership interests in Vireo Health of Charm City, LLC. The following table shows a summary of the Company’s long-term debt: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Beginning of year ​ $ 27,329,907 ​ $ 1,110,000 Proceeds ​ 4,075,000 ​ 30,200,000 Note payable issued in Charm City acquisition ​ ​ — ​ ​ 2,000,000 Deferred financing costs ​ ​ (1,190,419) ​ ​ (8,607,786) PIK interest ​ ​ 211,352 ​ ​ 564,151 Amortization of deferred financing costs ​ ​ 784,805 ​ ​ 2,123,542 Principal payments ​ ​ — ​ ​ (60,000) End of period ​ 31,210,645 ​ 27,329,907 Less: Current portion ​ — ​ — Total long-term debt ​ $ 31,210,645 ​ $ 27,329,907 ​

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity
Stockholders' Equity	14. Stockholders’ Equity Shares The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of March 31, 2022. The liquidation and dividend rights are identical among shares equally in the Company’s earnings and losses on an as converted basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ Par Value Authorized Voting Rights Subordinate Voting Share (“SVS”) — Unlimited 1 vote for each share Multiple Voting Share (“MVS”) — Unlimited 100 votes for each share Super Voting Share — Unlimited 1,000 votes for each share ​ ​ Subordinate Voting Shares Holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held. Multiple Voting Shares Holders of Multiple Voting Shares are entitled to one hundred Multiple Voting Shares each have the restricted right to convert to one hundred Super Voting Shares Holders of Super Voting Shares are entitled to one thousand Shares Issued During the three months ended March 31, 2022, 28,134 Multiple Voting Shares were redeemed for 2,813,400 Subordinate Voting Shares. During the three months ended March 31, 2021, 94,177 Multiple Voting Shares were redeemed for 9,417,700 Subordinate Voting Shares. During the three months ended March 31, 2021, employee stock options were redeemed for 3,130,343 Subordinate Voting Shares. Proceeds from these transactions were $966,156. On March 31, 2021, as part of a settlement and release of claims regarding a dispute over certain post-termination terms under his employment agreement, the Company issued 7,110,481 subordinate voting shares to its former Executive Chairman, Bruce Linton, upon a cashless exercise of 10 million warrants that had an exercise price of $1.02 per share and issued him 889,519 subordinate voting shares with a fair value of $1,441,183 pursuant to an exemption from registration under the Securities Act. The fair value of the 889,519 subordinate voting shares issued of $1,441,183 was recorded as stock-based compensation expense in the unaudited condensed consolidated statements of net loss and comprehensive loss for the three months ended March 31, 2021. The Company did not receive any proceeds in connection with the warrant exercise or issuance of shares. The shares issued pursuant to the warrant exercise are free of trading restrictions; the additional 889,519 shares are subject to a holding period expiring on August 1, 2021. He was previously issued 15,000,000 warrants under his employment agreement and as part of the settlement, he surrendered all right, title, and interest in the remaining 5,000,000 warrants for cancellation.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2022
Stock-Based Compensation
Stock-Based Compensation	15. Stock-Based Compensation Stock Options In January 2019, the Company adopted the 2019 Equity Incentive Plan under which the Company may grant incentive stock option, restricted shares, restricted share units, or other awards. Under the terms of the plan, a total of ten percent of the number of shares outstanding assuming conversion of all super voting shares and multiple voting shares to subordinate voting shares are permitted to be issued. The exercise price for incentive stock options issued under the plan will be set by the committee but will not be less 100% of the fair market value of the Company’s shares on the date of grant. Incentive stock options have a maximum term of 10 years from the date of grant. The incentive stock options vest at the discretion of the Board. Options granted under the equity incentive plan were valued using the Black-Scholes option pricing model with the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ 2022 2021 Risk-Free Interest Rate ​ 2.04 % N/A ​ Weighted Average Exercise Price $ 1.77 ​ N/A ​ Expected Life of Options (years) ​ 2.50 ​ N/A ​ Expected Annualized Volatility ​ 55.00 % N/A ​ Expected Forfeiture Rate ​ N/A N/A ​ Expected Dividend Yield ​ N/A N/A ​ ​ ​ Stock option activity for the three months ended March 31, 2022 and for the year ended December 31, 2021 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Weighted Avg. ​ ​ Number of Shares ​ Exercise Price ​ Remaining Life Balance, December 31, 2020 26,924,858 ​ $ 0.47 7.00 Forfeitures (106,934) ​ 1.23 — Exercised ​ (4,289,392) ​ 0.28 — Granted 697,806 ​ 2.32 — Balance, December 31, 2021 23,226,338 ​ $ 0.56 6.02 Forfeitures (189,403) ​ 0.31 — Exercised — ​ — — Granted 3,224,119 ​ 1.77 — Options Outstanding at March 31, 2022 26,261,054 ​ $ 0.71 6.29 ​ ​ ​ ​ ​ ​ ​ ​ Options Exercisable at March 31, 2022 18,257,693 ​ $ 0.41 5.09 ​ ​ During the three months ended March 31, 2022 and 2021, the Company recognized $591,600 and $686,755 in stock-based compensation expense relating to stock options, respectively. As of March 31, 2022, the total unrecognized compensation costs related to unvested stock options awards granted was $3,913,312. In addition, the weighted average period over which the unrecognized compensation expense is expected to be recognized is approximately 2.3 years. The total intrinsic value of stock options outstanding and exercisable as of March 31, 2022, was $36,075,647 and $30,434,024, respectively. The Company does not estimate forfeiture rates when calculating compensation expense. The Company records forfeitures as they occur. Warrants Subordinate Voting Share (SVS) warrants entitle the holder to purchase one subordinate voting share of the Company. Multiple Voting Share (MVS) warrants entitle the holder to purchase one multiple voting share of the Company. Warrants issued were valued using the Black-Scholes option pricing model with the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ SVS Warrants Denominated in C$ 2022 2021 ​ Risk-Free Interest Rate ​ N/A ​ 0.92 % Expected Life of Options (years) ​ N/A ​ 4.99 Expected Annualized Volatility ​ N/A ​ 100.00 % Expected Forfeiture Rate ​ N/A N/A ​ Expected Dividend Yield ​ N/A N/A ​ ​ ​ ​ A summary of the warrants outstanding is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average Weighted Average SVS Warrants ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2020 15,763,111 ​ $ 2.39 0.42 Exercised (7,110,481) ​ 1.02 0.19 Expired (763,111) ​ 4.25 — Forfeited (7,889,519) ​ ​ 3.44 0.19 Warrants outstanding at December 31, 2021 and March 31, 2022 ​ — ​ $ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at December 31, 2021 and March 31, 2022 — ​ $ — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average Weighted Average SVS Warrants Denominated in C$ ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2020 — ​ $ — — Granted 3,037,649 ​ 3.50 — Warrants outstanding at December 31, 2021 3,037,649 ​ $ 3.50 4.23 Granted ​ — ​ ​ — ​ — Warrants outstanding at March 31, 2022 ​ 3,037,649 ​ $ 3.50 ​ 3.98 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at March 31, 2022 3,037,649 ​ $ 3.50 3.98 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average Weighted Average MVS Warrants ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2020 13,583 ​ $ 194.66 1.64 Issued — ​ — — Warrants outstanding at December 31, 2021 13,583 ​ $ 194.66 0.64 Forfeitures ​ (1,695) ​ ​ 297.50 ​ — Issued — ​ — — Warrants outstanding at March 31, 2022 11,888 ​ $ 180.00 0.45 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at March 31, 2022 11,888 ​ $ 180.00 0.45 ​ ​ During the three months ended March 31, 2022 and 2021, $0 in stock-based compensation expense was recorded in connection with the SVS compensation warrants and $0 in stock-based compensation was recorded in connection with the MVS warrants. ​ RSUs ​ The expense associated with RSUs is based on closing share price of the Company’s common stock on the business day immediately preceding the grant date, adjusted for the absence of future dividends and is amortized on a straight-line basis over the periods during which the restrictions lapse. The Company currently has RSUs that vest over a three year ​ ​ A summary of RSUs is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Grant Date ​ ​ Number of Shares ​ Fair Value Balance, December 31, 2021 — ​ $ — Granted 1,094,200 ​ 1.77 Balance, March 31, 2022 1,094,200 ​ $ 1.77 ​

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies
Commitments and Contingencies	16. Commitments and Contingencies Legal proceedings On February 25, 2019, Dr. Mark Schneyer (“ Schneyer ”) filed a lawsuit in Minnesota District Court, Fourth District (the “ Court ”), on his own behalf and, derivatively, on behalf of Dorchester Capital, LLC, naming Vireo U.S., Dorchester Management, LLC (“ Dorchester Management ”), and Dorchester Capital, LLC (“ Capital ”), as defendants. The essence of the claims made by Schneyer is Vireo U.S. paid an inadequate price for MaryMed, LLC (“ MaryMed ”), which it purchased it from Capital in 2018, and that the consideration given – shares of preferred stock in Vireo U.S. – was distributed inappropriately by Capital at the direction of Dorchester Management (the managing member of Capital). Schneyer, who is a Class B member of Capital, is seeking unspecified damages in excess of $50,000 and other relief. Dorchester Management, LLC is an affiliated entity to Vireo U.S. and was previously used as a management company over Dorchester Capital, LLC. It no longer has active operations following Vireo Health, Inc.’s acquisition of MaryMed, LLC in 2017. It is owned and controlled by Kyle E. Kingsley and Amber H. Shimpa, executive officers and directors of Vireo U.S. Simultaneously with the complaint, Schneyer filed a motion seeking a temporary restraining order (“ TRO Weeks prior to commencement of the litigation, Dorchester Management had appointed a special litigation committee (“ SLC Remaining Derivative Claims Rejected Derivative Claims On July 7, 2021, Schneyer filed a Second Amended Complaint asserting direct claims on behalf of himself and the Remaining Derivative Claims on behalf of Capital and some Rejected Derivative Claims on behalf of Capital. Under Delaware law, Capital has a right to control the litigation of the Remaining Derivative Claims, the Rejected Derivative Claims, and any other derivative allegations that may be asserted on behalf of Capital. On August 17, 2021, Management exercised this right for Capital and appointed a second independent special litigation committee (the “ Second SLC ​ On December 9, 2021, the Court dismissed Schneyer’s claim for rescissory damages and the Remaining Derivative Claim alleging fraud. The Court also ruled that the Remaining Derivative Claims should be pursued by the Second SLC. Finally, the Court also denied Schneyer’s request to seek punitive damages. ​ On February 22, 2022, the Minnesota Court of Appeals denied the immediate review of the December 9, 2021 order. Following this denial, the litigation will proceed with Schneyer’s three contract claims and a direct fraud claim against Management and Vireo U.S., as well as the Remaining Derivative Claims brought by Capital. Vireo U.S. filed a motion to dismiss the Remaining Derivative Claims brought by Capital that remains pending before the Court. Vireo U.S. believes that Schneyer’s claims lack merit and expects to be vindicated in the SLC process or, in the alternative, prevail in the litigation, if and when it proceeds. However, should Vireo U.S. not ultimately prevail, it is not possible to estimate the amount or range of potential loss, if any. Lease commitments The Company leases various facilities, under non-cancelable finance and operating leases, which expire at various dates through June 2085.

General and Administrative Expe

General and Administrative Expenses	3 Months Ended
	Mar. 31, 2022
General and Administrative Expenses
General and Administrative Expenses	17. General and Administrative Expenses General and administrative expenses are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 Salaries and benefits ​ $ 4,312,246 ​ $ 3,536,774 Professional fees ​ 1,879,751 ​ 1,115,691 Insurance expenses ​ 779,997 ​ 598,164 Marketing ​ ​ 358,760 ​ ​ 562,151 Other expenses ​ 1,947,215 ​ 2,223,211 Total ​ $ 9,277,969 ​ $ 8,035,991 ​

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	3 Months Ended
	Mar. 31, 2022
Supplemental Cash Flow Information
Supplemental Cash Flow Information	18. Supplemental Cash Flow Information (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 Cash paid for interest ​ $ 3,059,277 ​ $ 1,350,659 Cash paid for income taxes ​ — ​ — Change in construction accrued expenses ​ — ​ 290,054 Non-cash investing ​ ​ Acquisition of Nevada through issuance of SVS ​ — ​ 1,385,239 Acquisition of Nevada through restricted cash and deferred acquisition costs ​ — ​ 1,620,636 (1) For supplemental cash flow information related to leases, refer to Note 9 .

Financial Instruments

Financial Instruments	3 Months Ended
	Mar. 31, 2022
Financial Instruments
Financial Instruments	19. Financial Instruments Credit risk Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, accounts receivable, and notes receivable. A small portion of cash is held on hand, from which management believes the risk of loss is remote. Receivables relate primarily to wholesale sales. The Company does not have significant credit risk with respect to customers. The Company’s maximum credit risk exposure is equivalent to the carrying value of these instruments. The Company has been granted licenses pursuant to the laws of the states of Arizona, Maryland, Massachusetts, Minnesota, Nevada, New Mexico, New York, and Puerto Rico with respect to cultivating, processing, and/or distributing marijuana. Presently, this industry is illegal under United States federal law. The Company has adhered, and intends to continue to adhere, strictly to the applicable state statutes in its operations. Liquidity risk The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of March 31, 2022, the Company’s financial liabilities consist of accounts payable and accrued liabilities, and debt. The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis. Historically, the Company’s main source of funding has been additional funding from shareholders and debt financing. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity or debt financing. Legal Risk Goodness Growth operates in the United States. The U.S. federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the U.S., and a lack of accepted safety for the use of the drug under medical supervision. The U.S. Food and Drug Administration has not approved marijuana as a safe and effective drug for any indication. In the U.S. marijuana is largely regulated at the state level. State laws regulating cannabis are in direct conflict with the federal Controlled Substances Act, which makes cannabis use and possession federally illegal. Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company currently does not carry variable interest-bearing debt. Management believes that the Company is not exposed to significant interest rate risk.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions
Related Party Transactions	20. Related Party Transactions As of March 31, 2022, and December 31, 2021, there were $10,000 and $98,750 due to related parties, respectively. For the three months ended March 31, 2022, and 2021, the Company paid a related party (Bengal Impact Partners, of which a member of the Company’s Board of Directors is a managing partner) $20,000 and $0, respectively, for ongoing corporate advisory services. Certain directors and officers of the Company (Kyle Kingsley, Amber Shimpa, and Stephen Dahmer) owned OMS, which was sold on March 31, 2021 (Note 3). None of the proceeds received from this transaction were paid to the aforementioned directors and officers, rather, they were owed and paid to the Company.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events
Subsequent Events	21. Subsequent Events On April 1, 2022, the Company drew an additional $8,000,000 in principal debt from the Delayed Draw Loans. ​ ​

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Basis of presentation and going concern	Basis of presentation The accompanying unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP SEC
Revision of Previously Issued Financial Statements	Revision of Previously Issued Financial Statements During the year ended December 31, 2021, management identified an error related to the accounting treatment of warrants with a Canadian dollar exercise price issued in connection with the Credit Facility. The Company initially recorded these Canadian denominated warrants as a derivative liability subject to revaluation at each period end, when they should have received equity treatment. Additionally, the Company identified errors related to the valuation of stock issued in the acquisition of MJ Distributing, and stock issued to our former Executive Chairman, Bruce Linton. In both instances the stock issued carried certain lock up provisions. The Company initially recorded the equity value of the stock issued at market value on the date of issuance, rather than applying a discount for lack of marketability to account for the lock up provisions. To correct the immaterial misstatements for the three months ended March 31, 2021, the Company elected to revise its previously issued interim unaudited condensed consolidated statements of net loss and comprehensive loss, stockholders’ equity, and cash flows. The Company will present the revision of its previously issued interim unaudited condensed consolidated financial statements in connection with the future filing of its Quarterly Reports on Form 10-Q. The impact of the revisions on the Company’s interim unaudited condensed consolidated financial statements for the three months ended March 31, 2021 is reflected in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Net Loss and Comprehensive Loss for the three months ended March 31, 2021 (unaudited) As Previously Reported Adjustment ​ As Revised Operating expenses: ​ ​ ​ ​ ​ ​ Stock-based compensation expenses ​ $ 2,314,575 ​ $ (267,957) ​ $ 2,046,618 Total operating expenses ​ 10,728,571 ​ (267,957) ​ 10,460,614 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ (5,112,730) ​ 267,957 ​ (4,844,773) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ Derivative gain (loss) ​ 158,529 ​ (158,529) ​ — Other income (expenses), net ​ (373,842) ​ (158,529) ​ (532,371) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income taxes ​ (5,486,572) ​ 109,428 ​ (5,377,144) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) and comprehensive income (loss) ​ $ (6,986,572) ​ $ 109,428 ​ $ (6,877,144) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statement of Changes in Stockholders' Equity as of March 31, 2021 ​ As Previously Reported Adjustment ​ As Revised Shares issued in Nevada acquisition ​ $ 1,564,500 ​ $ (179,261) ​ $ 1,385,239 Stock-based compensation ​ ​ 2,314,575 ​ ​ (267,957) ​ ​ 2,046,618 Warrants issued in financing activities ​ ​ — ​ ​ 5,395,759 ​ ​ 5,395,759 Net Loss ​ ​ (6,986,572) ​ ​ 109,428 ​ ​ (6,877,144) Balance at March 31, 2021 ​ $ 60,205,229 ​ $ 5,057,969 ​ $ 65,263,198 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) ​ As Previously Reported Adjustment ​ As Revised CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ (6,986,572) ​ $ 109,428 ​ $ (6,877,144) Derivative gain ​ ​ (158,529) ​ ​ 158,529 ​ ​ — Share-based payments ​ ​ 2,314,575 ​ ​ (267,957) ​ ​ 2,046,618
Basis of consolidation	Basis of consolidation These unaudited condensed consolidated financial statements include the accounts of the following entities wholly owned, or effectively controlled by the Company during the period ended March 31, 2022: ​ ​ ​ ​ Name of entity Place of incorporation Vireo Health, Inc. Delaware, USA Vireo Health of New York, LLC New York, USA Minnesota Medical Solutions, LLC Minnesota, USA MaryMed, LLC Maryland, USA Vireo of Charm City, LLC ​ Maryland, USA 1776 Hemp, LLC Delaware, USA Vireo Health of Massachusetts, LLC Delaware, USA Mayflower Botanicals, Inc. Massachusetts, USA Elephant Head Farm, LLC Arizona, USA EHF Cultivation Management, LLC ​ Arizona, USA Retail Management Associates, LLC Arizona, USA Arizona Natural Remedies, Inc. Arizona, USA Vireo Health of New Mexico, LLC Delaware, USA Red Barn Growers, Inc. New Mexico, USA Resurgent Biosciences, Inc. Delaware, USA Vireo Health of Puerto Rico, LLC Delaware, USA Vireo Health de Puerto Rico, Inc. Puerto Rico XAAS Agro, Inc. Puerto Rico Vireo Health of Nevada 1, LLC Nevada, USA Verdant Grove, Inc. Massachusetts, USA ​ The entities listed above are wholly owned or effectively controlled by the Company and have been formed or acquired to support the intended operations of the Company, and all intercompany transactions and balances have been eliminated in the Company's unaudited condensed consolidated financial statements.
Net loss per share	Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, warrants, and convertible notes. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. The Company recorded a net loss for the three month periods ended March 31, 2022 and 2021, presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods. The anti-dilutive shares outstanding for the three month periods ending March 31, 2022 and 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2022 2021 Stock options ​ 26,261,054 23,772,642 Warrants ​ 4,226,449 4,395,949 RSUs ​ 1,094,200 ​ — Convertible notes ​ — 211,765 Total ​ 31,581,703 28,380,356
Revenue recognition	Revenue Recognition The Company’s primary source of revenue is from wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at the Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to medical customers. The following table represents the Company’s disaggregated revenue by source: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 Retail ​ $ 12,412,223 ​ $ 10,373,630 Wholesale ​ 3,226,349 ​ 2,816,259 Total ​ $ 15,638,572 ​ $ 13,189,889
Recently adopted accounting pronouncements and New accounting pronouncements not yet adopted	Recently adopted accounting pronouncements In November of 2021 FASB issued ASU 2021 -10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The update is intended to increase the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. The Company adopted Topic 832 on January 1, 2022. The adoption of the standard did not have a material impact on the Company's results of operations or cash flows. New accounting pronouncements not yet adopted In October of 2021 FASB issued ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The update is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The required date of adoption is January 1, 2023, and the Company is evaluating potential future impacts on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Schedule of interim unaudited financial statements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Net Loss and Comprehensive Loss for the three months ended March 31, 2021 (unaudited) As Previously Reported Adjustment ​ As Revised Operating expenses: ​ ​ ​ ​ ​ ​ Stock-based compensation expenses ​ $ 2,314,575 ​ $ (267,957) ​ $ 2,046,618 Total operating expenses ​ 10,728,571 ​ (267,957) ​ 10,460,614 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ (5,112,730) ​ 267,957 ​ (4,844,773) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ Derivative gain (loss) ​ 158,529 ​ (158,529) ​ — Other income (expenses), net ​ (373,842) ​ (158,529) ​ (532,371) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income taxes ​ (5,486,572) ​ 109,428 ​ (5,377,144) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) and comprehensive income (loss) ​ $ (6,986,572) ​ $ 109,428 ​ $ (6,877,144) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statement of Changes in Stockholders' Equity as of March 31, 2021 ​ As Previously Reported Adjustment ​ As Revised Shares issued in Nevada acquisition ​ $ 1,564,500 ​ $ (179,261) ​ $ 1,385,239 Stock-based compensation ​ ​ 2,314,575 ​ ​ (267,957) ​ ​ 2,046,618 Warrants issued in financing activities ​ ​ — ​ ​ 5,395,759 ​ ​ 5,395,759 Net Loss ​ ​ (6,986,572) ​ ​ 109,428 ​ ​ (6,877,144) Balance at March 31, 2021 ​ $ 60,205,229 ​ $ 5,057,969 ​ $ 65,263,198 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) ​ As Previously Reported Adjustment ​ As Revised CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ (6,986,572) ​ $ 109,428 ​ $ (6,877,144) Derivative gain ​ ​ (158,529) ​ ​ 158,529 ​ ​ — Share-based payments ​ ​ 2,314,575 ​ ​ (267,957) ​ ​ 2,046,618
Schedule of entities wholly owned, or effectively controlled by Company	​ ​ ​ ​ Name of entity Place of incorporation Vireo Health, Inc. Delaware, USA Vireo Health of New York, LLC New York, USA Minnesota Medical Solutions, LLC Minnesota, USA MaryMed, LLC Maryland, USA Vireo of Charm City, LLC ​ Maryland, USA 1776 Hemp, LLC Delaware, USA Vireo Health of Massachusetts, LLC Delaware, USA Mayflower Botanicals, Inc. Massachusetts, USA Elephant Head Farm, LLC Arizona, USA EHF Cultivation Management, LLC ​ Arizona, USA Retail Management Associates, LLC Arizona, USA Arizona Natural Remedies, Inc. Arizona, USA Vireo Health of New Mexico, LLC Delaware, USA Red Barn Growers, Inc. New Mexico, USA Resurgent Biosciences, Inc. Delaware, USA Vireo Health of Puerto Rico, LLC Delaware, USA Vireo Health de Puerto Rico, Inc. Puerto Rico XAAS Agro, Inc. Puerto Rico Vireo Health of Nevada 1, LLC Nevada, USA Verdant Grove, Inc. Massachusetts, USA
Schedule of anti-dilutive shares outstanding	​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2022 2021 Stock options ​ 26,261,054 23,772,642 Warrants ​ 4,226,449 4,395,949 RSUs ​ 1,094,200 ​ — Convertible notes ​ — 211,765 Total ​ 31,581,703 28,380,356
Schedule of disaggregated revenue	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 Retail ​ $ 12,412,223 ​ $ 10,373,630 Wholesale ​ 3,226,349 ​ 2,816,259 Total ​ $ 15,638,572 ​ $ 13,189,889

Business Combinations and Dis_2

Business Combinations and Dispositions (Tables)	3 Months Ended
	Mar. 31, 2022
Business Combinations and Dispositions
Schedule of assets and liabilities held for sale	​ ​ ​ ​ ​ Assets held for sale ​ Property and equipment ​ $ 2,185,523 Total assets held for sale ​ $ 2,185,523 ​ ​ ​ ​ Liabilities held for sale ​ Right of Use Liability ​ $ 1,129,249 Total liabilities held for sale ​ $ 1,129,249

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Measurements
Schedule of assets and liabilities measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted prices in ​ Other ​ Significant ​ ​ ​ ​ ​ active markets for ​ observable ​ unobservable ​ ​ ​ ​ ​ identical assets ​ inputs ​ inputs ​ ​ ​ ​ (Level 1) (Level 2) (Level 3) Total March 31, 2022 ​ ​ ​ ​ Cash ​ $ 8,601,217 ​ $ — ​ $ — ​ $ 8,601,217 Total assets ​ $ 8,601,217 ​ $ — ​ $ — ​ $ 8,601,217 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ 15,155,279 ​ — ​ — ​ 15,155,279 Total assets ​ $ 15,155,279 ​ $ — ​ $ — ​ $ 15,155,279

Accounts Receivable (Tables)

Accounts Receivable (Tables)	3 Months Ended
	Mar. 31, 2022
Trade Receivables
Schedule of trade receivables	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Trade receivable ​ $ 1,597,328 ​ $ 1,251,699 Tax withholding receivable ​ ​ 3,208,270 ​ ​ 3,208,270 Other ​ 1,461,749 ​ 42,500 Total ​ $ 6,267,347 ​ $ 4,502,469

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2022
Inventory
Schedule of inventory	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Work-in-progress ​ $ 12,806,429 ​ $ 15,167,522 Finished goods ​ 4,661,524 ​ 4,580,158 Other ​ 791,376 ​ 674,381 Total ​ $ 18,259,329 ​ $ 20,422,061
Schedule of inventory valuation adjustments	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2022 2021 Work-in-progress ​ $ 3,280,291 ​ $ — Finished goods ​ 151,248 ​ 68,000 Other ​ 35,378 ​ — Total ​ $ 3,466,917 ​ $ 68,000

Prepayments and other current_2

Prepayments and other current assets (Tables)	3 Months Ended
	Mar. 31, 2022
Prepayments and other current assets
Schedule of prepayments and other current assets	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Prepaid Insurance ​ $ 2,488,991 ​ $ 838,612 Other Prepaid Expenses ​ 948,133 ​ 721,501 Total ​ $ 3,437,124 ​ $ 1,560,113

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2022
Property and Equipment, Net
Schedule of property and equipment, net	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Land ​ $ 1,366,650 ​ $ 1,366,650 Buildings and leasehold improvements ​ 12,963,147 ​ 15,529,928 Furniture and equipment ​ 7,831,327 ​ 7,962,363 Software ​ 221,540 ​ 221,540 Vehicles ​ 513,135 ​ 513,135 Construction-in-progress ​ 8,053,370 ​ 10,510,166 Right of use asset under finance lease ​ 70,048,971 ​ 71,078,655 ​ ​ 100,998,140 ​ 107,182,437 Less: accumulated depreciation ​ (7,691,140) ​ (7,693,878) Total ​ $ 93,307,000 ​ $ 99,488,559

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2022
Leases
Schedule of components of lease expenses	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ 2022 ​ 2021 Finance lease cost ​ ​ ​ ​ ​ Amortization of ROU assets ​ $ 274,800 ​ $ 236,412 Interest on lease liabilities ​ 2,627,559 ​ 937,122 Operating lease expense ​ 647,217 ​ 681,673 Total lease expenses ​ $ 3,549,576 ​ $ 1,855,207
Schedule of Future minimum lease payments of operating leases	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases ​ ​ ​ March 31, 2022 March 31, 2022 Total 2022 ​ $ 1,900,915 ​ $ 5,796,195 ​ $ 7,697,110 2023 ​ 2,470,614 ​ 10,492,227 ​ 12,962,841 2024 ​ 2,194,068 ​ 10,597,822 ​ 12,791,890 2025 ​ 1,979,678 ​ 10,683,979 ​ 12,663,657 2026 ​ 1,557,311 ​ 11,001,044 ​ 12,558,355 Thereafter ​ 2,625,449 ​ 206,379,022 ​ 209,004,471 Total minimum lease payments ​ $ 12,728,035 ​ $ 254,950,289 ​ $ 267,678,324 Less discount to net present value ​ ​ (4,300,836) ​ (180,627,862) ​ (184,928,698) Less liabilities held for sale ​ ​ — ​ ​ (1,129,249) ​ ​ (1,129,249) Present value of lease liability ​ $ 8,427,199 ​ $ 73,193,178 ​ $ 81,620,377
Schedule of Future minimum lease payments of financing leases	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases ​ ​ ​ March 31, 2022 March 31, 2022 Total 2022 ​ $ 1,900,915 ​ $ 5,796,195 ​ $ 7,697,110 2023 ​ 2,470,614 ​ 10,492,227 ​ 12,962,841 2024 ​ 2,194,068 ​ 10,597,822 ​ 12,791,890 2025 ​ 1,979,678 ​ 10,683,979 ​ 12,663,657 2026 ​ 1,557,311 ​ 11,001,044 ​ 12,558,355 Thereafter ​ 2,625,449 ​ 206,379,022 ​ 209,004,471 Total minimum lease payments ​ $ 12,728,035 ​ $ 254,950,289 ​ $ 267,678,324 Less discount to net present value ​ ​ (4,300,836) ​ (180,627,862) ​ (184,928,698) Less liabilities held for sale ​ ​ — ​ ​ (1,129,249) ​ ​ (1,129,249) Present value of lease liability ​ $ 8,427,199 ​ $ 73,193,178 ​ $ 81,620,377 ​
Schedule of supplemental cash flow information	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ Lease principal payments ​ $ 464,214 ​ $ 332,137 Non-cash additions to ROU assets ​ — ​ 1,758,281 Amortization of operating leases ​ 323,090 ​ 340,853
Schedule of other information about leases	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2022 2021 ​ Weighted-average remaining lease term (years) – operating leases ​ 5.42 6.31 ​ ​ Weighted-average remaining lease term (years) – finance leases ​ 19.25 18.70 ​ ​ Weighted-average discount rate – operating leases ​ 15.00 % 15.00 % ​ Weighted-average discount rate – finance leases ​ 15.29 % 23.13 % ​

Goodwill (Tables)

Goodwill (Tables)	3 Months Ended
	Mar. 31, 2022
Goodwill
Schedule of change in carrying amount of goodwill	​ ​ ​ ​ ​ Goodwill - January 1, 2021 $ 3,132,491 Dispositions ​ (2,948,655) Goodwill - December 31, 2021 and March 31, 2022 ​ $ 183,836

Intangibles (Tables)

Intangibles (Tables)	3 Months Ended
	Mar. 31, 2022
Intangibles
Schedule of intangible assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Licenses Royalty Asset Total Balance December 31, 2020 ​ $ 8,341,143 ​ $ 68,276 $ 8,409,419 Additions ​ 10,190,458 ​ — 10,190,458 Divestitures ​ (5,492,890) ​ — (5,492,890) Amortization ​ (817,215) ​ — (817,215) Impairment ​ ​ (2,105,483) ​ ​ ​ ​ ​ (2,105,483) Balance, December 31, 2021 ​ $ 10,116,013 ​ $ 68,276 $ 10,184,289 Divestitures (Note 3) ​ — ​ (68,276) (68,276) Amortization ​ (172,267) ​ — (172,267) Balance, March 31, 2022 ​ $ 9,943,746 ​ $ — $ 9,943,746

Accounts Payable and Accrued _2

Accounts Payable and Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
Accounts Payable and Accrued Liabilities
Schedule of accounts payable and accrued liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Accounts payable – trade ​ $ 3,013,439 ​ $ 1,490,286 Accrued Expenses ​ 7,622,475 ​ 7,708,883 Taxes payable ​ 6,599,276 ​ 5,196,677 Contract liability ​ 450,334 ​ 409,627 Total accounts payable and accrued liabilities ​ $ 17,685,524 ​ $ 14,805,473

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2022
Long-Term Debt
Summary of Long-Term Debt	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2022 2021 Beginning of year ​ $ 27,329,907 ​ $ 1,110,000 Proceeds ​ 4,075,000 ​ 30,200,000 Note payable issued in Charm City acquisition ​ ​ — ​ ​ 2,000,000 Deferred financing costs ​ ​ (1,190,419) ​ ​ (8,607,786) PIK interest ​ ​ 211,352 ​ ​ 564,151 Amortization of deferred financing costs ​ ​ 784,805 ​ ​ 2,123,542 Principal payments ​ ​ — ​ ​ (60,000) End of period ​ 31,210,645 ​ 27,329,907 Less: Current portion ​ — ​ — Total long-term debt ​ $ 31,210,645 ​ $ 27,329,907

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity
Schedule of shares by class	​ ​ ​ ​ ​ ​ ​ ​ ​ Par Value Authorized Voting Rights Subordinate Voting Share (“SVS”) — Unlimited 1 vote for each share Multiple Voting Share (“MVS”) — Unlimited 100 votes for each share Super Voting Share — Unlimited 1,000 votes for each share ​

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2022
Stock-Based Compensation
Schedule of weighted average valuation assumptions for stock options	​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ 2022 2021 Risk-Free Interest Rate ​ 2.04 % N/A ​ Weighted Average Exercise Price $ 1.77 ​ N/A ​ Expected Life of Options (years) ​ 2.50 ​ N/A ​ Expected Annualized Volatility ​ 55.00 % N/A ​ Expected Forfeiture Rate ​ N/A N/A ​ Expected Dividend Yield ​ N/A N/A ​ ​
Schedule of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Weighted Avg. ​ ​ Number of Shares ​ Exercise Price ​ Remaining Life Balance, December 31, 2020 26,924,858 ​ $ 0.47 7.00 Forfeitures (106,934) ​ 1.23 — Exercised ​ (4,289,392) ​ 0.28 — Granted 697,806 ​ 2.32 — Balance, December 31, 2021 23,226,338 ​ $ 0.56 6.02 Forfeitures (189,403) ​ 0.31 — Exercised — ​ — — Granted 3,224,119 ​ 1.77 — Options Outstanding at March 31, 2022 26,261,054 ​ $ 0.71 6.29 ​ ​ ​ ​ ​ ​ ​ ​ Options Exercisable at March 31, 2022 18,257,693 ​ $ 0.41 5.09 ​
Schedule of weighted average valuation assumptions for warrants	​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ SVS Warrants Denominated in C$ 2022 2021 ​ Risk-Free Interest Rate ​ N/A ​ 0.92 % Expected Life of Options (years) ​ N/A ​ 4.99 Expected Annualized Volatility ​ N/A ​ 100.00 % Expected Forfeiture Rate ​ N/A N/A ​ Expected Dividend Yield ​ N/A N/A ​ ​ ​
Summary of warrants outstanding	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average Weighted Average SVS Warrants ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2020 15,763,111 ​ $ 2.39 0.42 Exercised (7,110,481) ​ 1.02 0.19 Expired (763,111) ​ 4.25 — Forfeited (7,889,519) ​ ​ 3.44 0.19 Warrants outstanding at December 31, 2021 and March 31, 2022 ​ — ​ $ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at December 31, 2021 and March 31, 2022 — ​ $ — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average Weighted Average SVS Warrants Denominated in C$ ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2020 — ​ $ — — Granted 3,037,649 ​ 3.50 — Warrants outstanding at December 31, 2021 3,037,649 ​ $ 3.50 4.23 Granted ​ — ​ ​ — ​ — Warrants outstanding at March 31, 2022 ​ 3,037,649 ​ $ 3.50 ​ 3.98 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at March 31, 2022 3,037,649 ​ $ 3.50 3.98 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average Weighted Average MVS Warrants ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2020 13,583 ​ $ 194.66 1.64 Issued — ​ — — Warrants outstanding at December 31, 2021 13,583 ​ $ 194.66 0.64 Forfeitures ​ (1,695) ​ ​ 297.50 ​ — Issued — ​ — — Warrants outstanding at March 31, 2022 11,888 ​ $ 180.00 0.45 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at March 31, 2022 11,888 ​ $ 180.00 0.45 ​
Summary of RSU activity	​ ​ ​ ​ ​ ​ ​ ​ ​ Grant Date ​ ​ Number of Shares ​ Fair Value Balance, December 31, 2021 — ​ $ — Granted 1,094,200 ​ 1.77 Balance, March 31, 2022 1,094,200 ​ $ 1.77

General and Administrative Ex_2

General and Administrative Expenses (Tables)	3 Months Ended
	Mar. 31, 2022
General and Administrative Expenses
Schedule of general and administrative expenses	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 Salaries and benefits ​ $ 4,312,246 ​ $ 3,536,774 Professional fees ​ 1,879,751 ​ 1,115,691 Insurance expenses ​ 779,997 ​ 598,164 Marketing ​ ​ 358,760 ​ ​ 562,151 Other expenses ​ 1,947,215 ​ 2,223,211 Total ​ $ 9,277,969 ​ $ 8,035,991

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Tables)	3 Months Ended
	Mar. 31, 2022
Supplemental Cash Flow Information
Schedule of supplemental cash flow information	​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 Cash paid for interest ​ $ 3,059,277 ​ $ 1,350,659 Cash paid for income taxes ​ — ​ — Change in construction accrued expenses ​ — ​ 290,054 Non-cash investing ​ ​ Acquisition of Nevada through issuance of SVS ​ — ​ 1,385,239 Acquisition of Nevada through restricted cash and deferred acquisition costs ​ — ​ 1,620,636 (1) For supplemental cash flow information related to leases, refer to Note 9 .

Description of Business and S_2

Description of Business and Summary (Details) - Arrangement Agreement with Verano Holdings Corp	Jan. 31, 2022
Subordinate Voting Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exchange Ratio of Shares Receivable	0.22652
Multiple Voting Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exchange Ratio of Shares Receivable	22.652

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Statement of Net Loss and Comprehensive Loss (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses:
Stock-based compensation expenses	$ 642,506	$ 2,046,618
Total operating expenses	10,248,838	10,460,614
Loss from operations	(7,760,160)	(4,844,773)
Other income (expense):
Other income (expenses), net	(8,546,622)	(532,371)
Loss before income taxes	(16,306,782)	(5,377,144)
Net loss and comprehensive loss	$ (14,566,782)	(6,877,144)
Previously Reported
Operating expenses:
Stock-based compensation expenses		2,314,575
Total operating expenses		10,728,571
Loss from operations		(5,112,730)
Other income (expense):
Derivative gain (loss)		158,529
Other income (expenses), net		(373,842)
Loss before income taxes		(5,486,572)
Net loss and comprehensive loss		(6,986,572)
Adjustment
Operating expenses:
Stock-based compensation expenses		(267,957)
Total operating expenses		(267,957)
Loss from operations		267,957
Other income (expense):
Derivative gain (loss)		(158,529)
Other income (expenses), net		(158,529)
Loss before income taxes		109,428
Net loss and comprehensive loss		$ 109,428

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Consolidated Statement of Changes in Stockholders' Equity (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Shares issued		$ 1,385,239
Stock-based compensation	$ 642,506	2,046,618
Warrants issued in financing activities		5,395,759
Net Loss	(14,566,782)	(6,877,144)
Balance at the end	$ 29,081,627	65,263,198
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Shares issued		1,564,500
Stock-based compensation		2,314,575
Net Loss		(6,986,572)
Balance at the end		60,205,229
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Shares issued		(179,261)
Stock-based compensation		(267,957)
Warrants issued in financing activities		5,395,759
Net Loss		109,428
Balance at the end		$ 5,057,969

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Consolidated Statement of Cash Flows (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (14,566,782)	$ (6,877,144)
Stock-based payments	$ 642,506	2,046,618
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		(6,986,572)
Derivative (Gain) Loss		(158,529)
Stock-based payments		2,314,575
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		109,428
Derivative (Gain) Loss		158,529
Stock-based payments		$ (267,957)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Anti-dilutive shares outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	31,581,703	28,380,356
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	26,261,054	23,772,642
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	4,226,449	4,395,949
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	1,094,200
Convertible notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding		211,765

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Disaggregation of revenue (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 15,638,572	$ 13,189,889
Retail
Disaggregation of Revenue [Line Items]
Revenue	12,412,223	10,373,630
Wholesale
Disaggregation of Revenue [Line Items]
Revenue	$ 3,226,349	$ 2,816,259

Business Combinations and Dis_3

Business Combinations and Dispositions - Dispositions (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2022	Mar. 31, 2021	Mar. 30, 2022
Business Combinations and Dispositions
Gain on disposal of assets		$ 168,359
Ohio Medical Solutions, LLC
Business Combinations and Dispositions
Gain (loss) on disposal			$ 437,107
Ohio Medical Solutions, LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Business Combinations and Dispositions
Net book value of assets and liabilities			712,894
Gain (loss) on disposal			$ 437,106
High Gardens, Inc
Business Combinations and Dispositions
Percentage of royalty income	10.00%
Cash consideration	$ 236,635
Gain on disposal of assets	$ 168,359
High Gardens, Inc | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Business Combinations and Dispositions
Net book value of assets and liabilities				$ 68,276

Business Combinations and Dis_4

Business Combinations and Dispositions - Asset Acquisition (Details) - USD ($)	Jan. 05, 2021	Mar. 31, 2022	Apr. 10, 2019
Asset Acquisition [Line Items]
Impairment loss		$ 5,313,176
MJ Distributing
Asset Acquisition [Line Items]
Percentage of interests acquired			100.00%
Consideration transferred in restricted cash	$ 1,592,500
Deferred acquisition costs	28,136
Fair value of intangible assets acquired	$ 3,005,875
MJ Distributing | Subordinate Voting Shares
Asset Acquisition [Line Items]
Shares issued	1,050,000
Value of shares issued	$ 1,385,239

Business Combinations and Dis_5

Business Combinations and Dispositions - Assets held for sale (Details)	Mar. 31, 2022USD ($)
Assets held for sale
Property and equipment	$ 2,185,523
Total assets held for sale	2,185,523
Liabilities held for sale
Right of Use Liability	1,129,249
Total liabilities held for sale	$ 1,129,249

Fair Value Measurements - Summa

Fair Value Measurements - Summary of assets that are measured at fair value on a recurring basis (Details) - Recurring - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	$ 8,601,217	$ 15,155,279
Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	8,601,217	15,155,279
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	8,601,217	15,155,279
Level 1 | Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	$ 8,601,217	$ 15,155,279

Accounts Receivable (Details)

Accounts Receivable (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Trade Receivables
Trade receivable	$ 1,597,328	$ 1,251,699
Tax withholding receivable	3,208,270	3,208,270
Other	1,461,749	42,500
Total	6,267,347	4,502,469
Allowance for doubtful accounts	125,564	215,606
Tax withholding receivable, net included with allowance for doubtful accounts	$ 356,474	$ 356,474

Inventory (Details)

Inventory (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Inventory
Work-in-progress	$ 12,806,429	$ 15,167,522
Finished goods	4,661,524	4,580,158
Other	791,376	674,381
Total	$ 18,259,329	$ 20,422,061

Inventory - Schedule of invento

Inventory - Schedule of inventory valuation adjustments (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Inventory
Work-in-progress	$ 3,280,291
Finished goods	151,248	$ 68,000
Other	35,378
Total	$ 3,466,917	$ 68,000

Prepayments and other current_3

Prepayments and other current assets (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Prepayments and other current assets
Prepaid Insurance	$ 2,488,991	$ 838,612
Other Prepaid Expenses	948,133	721,501
Total	$ 3,437,124	$ 1,560,113

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Property and Equipment, Net
Property and Equipment, Gross	$ 100,998,140	$ 107,182,437
Less: accumulated depreciation	(7,691,140)	(7,693,878)
Total	93,307,000	99,488,559
Land
Property and Equipment, Net
Property and Equipment, Gross	1,366,650	1,366,650
Buildings and leasehold improvements
Property and Equipment, Net
Property and Equipment, Gross	12,963,147	15,529,928
Furniture and equipment
Property and Equipment, Net
Property and Equipment, Gross	7,831,327	7,962,363
Software
Property and Equipment, Net
Property and Equipment, Gross	221,540	221,540
Vehicles
Property and Equipment, Net
Property and Equipment, Gross	513,135	513,135
Construction-in-progress
Property and Equipment, Net
Property and Equipment, Gross	8,053,370	10,510,166
Right of use asset under finance lease
Property and Equipment, Net
Property and Equipment, Gross	$ 70,048,971	$ 71,078,655

Property and Equipment, Net - N

Property and Equipment, Net - Narrative (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property and Equipment, Net
Depreciation on property and equipment	$ 856,289	$ 679,920
Accumulated amortization of right of use asset under finance lease	2,736,162	1,802,458
Right of use asset under finance lease	70,713,084
Capitalized inventory	700,193	$ 508,359
Asset impairment charge	$ 5,313,176		$ 0

Leases - Components of lease ex

Leases - Components of lease expenses (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases
Amortization of ROU assets	$ 274,800	$ 236,412
Interest on lease liabilities	2,627,559	937,122
Operating lease expense	647,217	681,673
Total lease expenses	$ 3,549,576	$ 1,855,207

Leases - Future minimum lease p

Leases - Future minimum lease payments (Details)	Mar. 31, 2022USD ($)
Operating Leases
2022	$ 1,900,915
2023	2,470,614
2024	2,194,068
2025	1,979,678
2026	1,557,311
Thereafter	2,625,449
Total minimum lease payments	12,728,035
Less discount to net present value	(4,300,836)
Present value of lease liability	8,427,199
Finance Leases
2022	5,796,195
2023	10,492,227
2024	10,597,822
2025	10,683,979
2026	11,001,044
Thereafter	206,379,022
Total minimum lease payments	254,950,289
Less discount to net present value	(180,627,862)
Less liabilities held for sale	(1,129,249)
Present value of lease liability	73,193,178
Total
2022	7,697,110
2023	12,962,841
2024	12,791,890
2025	12,663,657
2026	12,558,355
Thereafter	209,004,471
Total minimum lease payments	267,678,324
Less discount to net present value	(184,928,698)
Less liabilities held for sale	(1,129,249)
Present value of lease liability	$ 81,620,377

Leases - Supplemental cash flow

Leases - Supplemental cash flow information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases
Lease principal payments	$ 464,214	$ 332,137
Non-cash additions to ROU assets		1,758,281
Amortization of operating leases	$ 323,090	$ 340,853

Leases - Other information (Det

Leases - Other information (Details)	Mar. 31, 2022	Mar. 31, 2021
Leases
Weighted-average remaining lease term (years) - operating leases	5 years 5 months 1 day	6 years 3 months 21 days
Weighted-average remaining lease term (years) - finance leases	19 years 3 months	18 years 8 months 12 days
Weighted-average discount rate - operating leases	15.00%	15.00%
Weighted-average discount rate - finance leases	15.29%	23.13%

Goodwill (Details)

Goodwill (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Goodwill
Goodwill - January 1, 2021	$ 3,132,491
Dispositions	(2,948,655)
Goodwill - December 31, 2021 and March 31, 2022	$ 183,836

Intangibles - Finite and Indefi

Intangibles - Finite and Indefinite (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Finite-lived Intangible Assets [Roll Forward]
Divestitures			$ (5,492,890)
Amortization	$ (172,267)	$ (206,443)	(817,215)
Impairment	(68,276)		(2,105,483)
Indefinite-lived Intangible Assets [Roll Forward]
Additions (Note 3)			10,190,458
Royalty Asset
Finite-lived Intangible Assets [Roll Forward]
Impairment	(68,276)
Indefinite-lived Intangible Assets [Roll Forward]
Beginning balance	68,276	68,276	68,276
Ending balance			68,276
Licenses
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	10,116,013	$ 8,341,143	8,341,143
Additions (Note 3)			10,190,458
Divestitures			(5,492,890)
Amortization	(172,267)		(817,215)
Impairment			(2,105,483)
Ending balance	$ 9,943,746		$ 10,116,013

Intangibles - Total (Details)

Intangibles - Total (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Intangible Assets Net Excluding Goodwill [Rollforward]
Beginning balance	$ 10,184,289	$ 8,409,419	$ 8,409,419
Additions (Note 3)			10,190,458
Divestitures			(5,492,890)
Amortization	(172,267)	$ (206,443)	(817,215)
Impairment	(68,276)		(2,105,483)
Ending balance	$ 9,943,746		$ 10,184,289

Intangibles - Expected Amortiza

Intangibles - Expected Amortization (Details)	Mar. 31, 2022USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022	$ 689,066
2023	689,066
2024	689,066
2025	689,066
2026	$ 689,066

Accounts Payable and Accrued _3

Accounts Payable and Accrued Liabilities (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounts Payable and Accrued Liabilities
Accounts payable - trade	$ 3,013,439	$ 1,490,286
Accrued Expenses	7,622,475	7,708,883
Taxes payable	6,599,276	5,196,677
Contract liability	450,334	409,627
Total accounts payable and accrued liabilities	$ 17,685,524	$ 14,805,473

Long-Term Debt - Narrative (Det

Long-Term Debt - Narrative (Details)	Mar. 03, 2022USD ($)	Jan. 31, 2022USD ($)	Dec. 28, 2021USD ($)	Nov. 19, 2021USD ($)	Nov. 18, 2021USD ($)shares	Mar. 25, 2021USD ($)shares	Mar. 31, 2022USD ($)	Dec. 31, 2017USD ($)	Dec. 31, 2021USD ($)	Mar. 25, 2021$ / shares	Nov. 13, 2019USD ($)
Debt Instrument [Line Items]
Deferred financing costs							$ 1,190,419		$ 8,607,786
Notes Receivable									$ 2,000,000
Warrants to Agents and Lenders
Debt Instrument [Line Items]
Term of warrants						5 years
Number of subordinate voting shares | shares						2,803,984
Exercise price of warrants (in dollars per share) | $ / shares										$ 3.50
Warrants to Broker
Debt Instrument [Line Items]
Term of warrants						5 years
Number of subordinate voting shares | shares						233,665
Exercise price of warrants (in dollars per share) | $ / shares										$ 3.50
Deferred financing costs						$ 5,395,759
Promissory Note
Debt Instrument [Line Items]
Note payable amount			$ 1,110,000					$ 1,010,000			$ 1,110,000
Interest rate								15.00%
Frequency of periodic payments				quarter				monthly
Maturity date			Dec. 31, 2023
Principal amount paid off			$ 60,000
Promissory Note | Charm City Medicus, LLC
Debt Instrument [Line Items]
Note payable amount				$ 2,000,000
Interest rate				8.00%
Maturity date				Nov. 19, 2023
Credit Facility
Debt Instrument [Line Items]
Note payable amount						$ 26,000,000
Interest rate					15.00%	13.625%
Maximum aggregate principal amount					$ 4,200,000	$ 46,000,000
Fees and closing costs						1,971,705
Proceeds from Credit Facility					$ 4,043,100	24,028,295
Fees and closing costs in cash						$ 1,083,422
Interest rate paid in kind					2.00%	2.75%
Warrants issued | shares					0
Notes Receivable					$ 156,900
Credit Facility | Charm City Medicus, LLC
Debt Instrument [Line Items]
Interest held as collateral				25.00%
Arrangement Agreement with Verano Holdings Corp
Debt Instrument [Line Items]
Interest rate		13.375%
Maximum aggregate principal amount	$ 4,075,000
Deferred financing costs	1,074,556						1,190,863
Interest rate paid in kind		2.75%
Extension term of debt		12 months
Additional fee for debt		$ 1,375,000
Reimbursement of interest expense (as a percent)		10.00%
Proceeds from debt	$ 3,000,444
Additional third party legal fees							$ 115,863
Arrangement Agreement with Verano Holdings Corp | Maximum
Debt Instrument [Line Items]
Maximum aggregate principal amount		$ 55,000,000
Arrangement Agreement with Verano Holdings Corp | Prime Rate [Member]
Debt Instrument [Line Items]
Interest rate (variable rate)		10.375%

Long-Term Debt - Summary (Detai

Long-Term Debt - Summary (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Long-Term Debt
Beginning of year	$ 27,329,907	$ 1,110,000
Proceeds	4,075,000	30,200,000
Note payable issued in Charm City acquisition		2,000,000
Deferred financing costs	(1,190,419)	(8,607,786)
PIK interest	211,352	564,151
Amortization of deferred financing costs	784,805	2,123,542
Principal payments		(60,000)
End of period	31,210,645	27,329,907
Total long-term debt	$ 31,210,645	$ 27,329,907

Stockholders' Equity - Shares -

Stockholders' Equity - Shares - Tabular Disclosure (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2022Vote$ / shares	Dec. 31, 2021
Subordinate Voting Shares
Common stock
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Common stock, authorized	Unlimited	Unlimited
Common stock, voting rights	1 vote for each share
Common stock, voting rights, votes per share | Vote	1
Multiple Voting Shares
Common stock
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Common stock, authorized	Unlimited	Unlimited
Common stock, voting rights	100 votes for each share
Common stock, voting rights, votes per share | Vote	100
Super Voting Shares
Common stock
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Common stock, authorized	Unlimited	Unlimited
Common stock, voting rights	1,000 votes for each share
Common stock, voting rights, votes per share | Vote	1,000

Stockholders' Equity - Shares_2

Stockholders' Equity - Shares - General Information (Details)	Mar. 31, 2022Voteshares
Subordinate Voting Shares
Common stock
Common stock, voting rights, votes per share	1
Multiple Voting Shares
Common stock
Common stock, voting rights, votes per share	100
Common stock, convertible, number of shares (in shares) | shares	100
Super Voting Shares
Common stock
Common stock, voting rights, votes per share	1,000
Common stock, convertible, number of shares (in shares) | shares	1

Stockholders' Equity - Shares I

Stockholders' Equity - Shares Issued - Stock Options (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Options exercised (in shares)		3,130,343	4,289,392
Proceeds from option exercises		$ 966,156
Subordinate Voting Shares
Class of Stock [Line Items]
Number of converted shares	2,813,400	9,417,700
Multiple Voting Shares
Class of Stock [Line Items]
Number of shares converted	28,134	94,177

Stockholders' Equity - Shares_3

Stockholders' Equity - Shares Issued - Employment Agreement - Warrants (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Board of Directors Chairman
Warrants
Warrants, cashless exercise (in shares)		10,000,000
Exercise price of warrants (in dollars per share)		$ 1.02
Subordinate Voting Shares | Board of Directors Chairman
Warrants
Warrants exercised (in shares)		7,110,481
Common Stock Warrants, Equity, Subordinate Voting Share Warrants Denominated in United States Dollars
Warrants
Warrants exercised (in shares)	7,110,481

Stockholders' Equity - Shares_4

Stockholders' Equity - Shares Issued - Employment Agreement - Common Stock (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Class of Stock [Line Items]
Stock-based compensation expense		$ 642,506	$ 2,046,618
Subordinate Voting Shares | Board of Directors Chairman
Class of Stock [Line Items]
Shares issued in legal settlement (in shares)			889,519
Shares issued in legal settlement			$ 1,441,183
Stock-based compensation expense			$ 1,441,183
Warrants outstanding (in shares)	15,000,000		15,000,000
Warrants forfeited (in shares)	5,000,000

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Options - General Information (Details)	3 Months Ended
	Mar. 31, 2022
Stock-Based Compensation
Percentage of the number of shares outstanding assuming conversion of all super voting shares and multiple voting shares to subordinate voting shares permitted to be issued (as a percent)	10.00%
Percentage of the fair market value of shares on the date of grant (as a percent)	100.00%
Stock options | Maximum
Stock-Based Compensation
Expiration period	10 years

Stock-Based Compensation - St_2

Stock-Based Compensation - Stock Options - Assumptions (Details) - Stock options	3 Months Ended
	Mar. 31, 2022$ / shares
Weighted average assumptions
Risk-free interest rate (as a percent)	2.04%
Weighted Average Exercise Price	$ 1.77
Expected life of options	2 years 6 months
Expected annualized volatility (as a percent)	55.00%

Stock-Based Compensation - St_3

Stock-Based Compensation - Stock Options - Activity (Details) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Beginning balance (in shares)	23,226,338	26,924,858	26,924,858
Forfeitures (in shares)	(189,403)		(106,934)
Exercised (in shares)		(3,130,343)	(4,289,392)
Granted (in shares)	3,224,119		697,806
Ending balance (in shares)	26,261,054		23,226,338	26,924,858
Weighted Average Exercise Price
Beginning of period (in dollars per share)	$ 0.56	$ 0.47	$ 0.47
Forfeitures (in dollars per share)	0.31		1.23
Exercised (in dollars per share)			0.28
Granted (in dollars per share)	1.77		2.32
End of period (in dollars per share)	$ 0.71		$ 0.56	$ 0.47
Additional Information
Weighted average remaining life	6 years 3 months 14 days		6 years 7 days	7 years
Options exercisable, outstanding (in shares)	18,257,693
Options exercisable, weighted average exercise price (in dollars per share)	$ 0.41
Options exercisable, weighted average remaining life	5 years 1 month 2 days

Stock-Based Compensation - St_4

Stock-Based Compensation - Stock Options - Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock-based compensation expense
Stock-based compensation expense	$ 642,506	$ 2,046,618
Stock options
Stock-based compensation expense
Stock-based compensation expense	$ 591,600	$ 686,755

Stock-Based Compensation - St_5

Stock-Based Compensation - Stock Options - Unrecognized Compensation Costs (Details) - Stock options	3 Months Ended
	Mar. 31, 2022USD ($)
Unrecognized compensation costs
Unrecognized compensation costs	$ 3,913,312
Cost not yet recognized, period for recognition	2 years 3 months 18 days

Stock-Based Compensation - St_6

Stock-Based Compensation - Stock Options - Intrinsic Value (Details)	Mar. 31, 2022USD ($)
Additional Information
Options outstanding, intrinsic value	$ 36,075,647
Options exercisable, intrinsic value	$ 30,434,024

Stock-Based Compensation - Warr

Stock-Based Compensation - Warrants - General Information (Details)	Mar. 31, 2022shares
Common Stock Warrants, Equity, Subordinate Voting Share Warrants
Warrants
Warrants, number of shares called by each warrant (in shares)	1
Common Stock Warrants, Equity, Multiple Voting Share Warrants
Warrants
Warrants, number of shares called by each warrant (in shares)	1

Stock-Based Compensation - Wa_2

Stock-Based Compensation - Warrants - Assumptions (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Common Stock Warrants, Equity
Assumptions
Warrants, valuation technique	us-gaap:ValuationTechniqueOptionPricingModelMember	us-gaap:ValuationTechniqueOptionPricingModelMember
Common Stock Warrants, Equity, Subordinate Voting Share Warrants Denominated in Canadian Dollars | Measurement Input, Risk Free Interest Rate
Assumptions
Warrants. measurement input		0.0092
Common Stock Warrants, Equity, Subordinate Voting Share Warrants Denominated in Canadian Dollars | Measurement Input, Expected Term
Assumptions
Warrants. measurement input		0.0499
Common Stock Warrants, Equity, Subordinate Voting Share Warrants Denominated in Canadian Dollars | Measurement Input, Price Volatility
Assumptions
Warrants. measurement input		1

Stock-Based Compensation - Wa_3

Stock-Based Compensation - Warrants - Outstanding (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Common Stock Warrants, Equity, Subordinate Voting Share Warrants Denominated in United States Dollars
Warrants
Warrants outstanding, beginning balance (in shares)		15,763,111
Exercised (in shares)	(7,110,481)
Expired (in shares)	(763,111)
Forfeited (in shares)	(7,889,519)
Warrants outstanding, ending balance (in shares)			15,763,111
Weighted average exercise price, beginning of period (in dollars per share)		$ 2.39
Exercised (in dollars per share)	$ 1.02
Expired (in dollars per share)	4.25
Forfeited (in dollars per share)	$ 3.44
Weighted average exercise price, end of period (in dollars per share)			$ 2.39
Weighted average remaining life			5 months 1 day
Exercised	2 months 8 days
Forfeited	2 months 8 days
Common Stock Warrants, Equity, Subordinate Voting Share Warrants Denominated in Canadian Dollars
Warrants
Warrants outstanding, beginning balance (in shares)	3,037,649
Granted (in shares)		3,037,649
Warrants outstanding, ending balance (in shares)	3,037,649	3,037,649
Warrants exercisable (in shares)	3,037,649
Weighted average exercise price, beginning of period (in dollars per share)	$ 3.50
Granted (in dollars per share)		$ 3.50
Weighted average exercise price, end of period (in dollars per share)	3.50	$ 3.50
Warrants exercisable, weighted average exercise price (in dollars per share)	$ 3.50
Weighted average remaining life	3 years 11 months 23 days	4 years 2 months 23 days
Warrants exercisable, weighted average remaining life	3 years 11 months 23 days
Common Stock Warrants, Equity, Multiple Voting Share Warrants
Warrants
Warrants outstanding, beginning balance (in shares)	13,583	13,583
Forfeited (in shares)	(1,695)
Warrants outstanding, ending balance (in shares)	11,888	13,583	13,583
Warrants exercisable (in shares)	11,888
Weighted average exercise price, beginning of period (in dollars per share)	$ 194.66	$ 194.66
Forfeited (in dollars per share)	297.50
Weighted average exercise price, end of period (in dollars per share)	180	$ 194.66	$ 194.66
Warrants exercisable, weighted average exercise price (in dollars per share)	$ 180
Weighted average remaining life	5 months 12 days	7 months 20 days	1 year 7 months 20 days
Warrants exercisable, weighted average remaining life	5 months 12 days

Stock-Based Compensation - Wa_4

Stock-Based Compensation - Warrants - Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock-based compensation expense
Stock-based compensation expense	$ 642,506	$ 2,046,618
Common Stock Warrants, Equity, Subordinate Voting Share Warrants
Stock-based compensation expense
Stock-based compensation expense	$ 0
Common Stock Warrants, Equity, Multiple Voting Share Warrants
Stock-based compensation expense
Stock-based compensation expense		$ 0

Stock-Based Compensation - RSU

Stock-Based Compensation - RSU (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock-Based Compensation
Stock-based compensation expense	$ 642,506	$ 2,046,618
RSUs
Stock-Based Compensation
Vesting Period	3 years
Stock-based compensation expense	$ 51,906
Number of Shares
Granted (in shares)	1,094,200
Ending balance (in shares)	1,094,200
Weighted Average Exercise Price
Granted (in dollars per share)	$ 1.77
End of period (in dollars per share)	$ 1.77

Commitments and Contingencies (

Commitments and Contingencies (Details)	Feb. 25, 2019USD ($)
Schneyer | Minimum
Commitments and Contingencies
Unspecified damages	$ 50,000

General and Administrative Ex_3

General and Administrative Expenses (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
General and Administrative Expenses
Salaries and benefits	$ 4,312,246	$ 3,536,774
Professional fees	1,879,751	1,115,691
Insurance expenses	779,997	598,164
Marketing	358,760	562,151
Other expenses	1,947,215	2,223,211
Total	$ 9,277,969	$ 8,035,991

Supplemental Cash Flow Inform_3

Supplemental Cash Flow Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Supplemental Cash Flow Information
Cash paid for interest	$ 3,059,277	$ 1,350,659
Change in construction accrued expenses		290,054
Non-cash investing
Acquisition of Nevada through issuance of SVS		1,385,239
Acquisition of Nevada through restricted cash and deferred acquisition costs		$ 1,620,636

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Due to related parties	$ 10,000		$ 98,750
Directors and officers owned OMS
Related Party Transaction [Line Items]
Payment for related party		$ 0
Bengal Impact Partners
Related Party Transaction [Line Items]
Payment for related party	$ 20,000	$ 0

Subsequent Events (Details)

Subsequent Events (Details) - Arrangement Agreement with Verano Holdings Corp - USD ($)	Apr. 01, 2022	Mar. 03, 2022	Jan. 31, 2022
Subsequent Events
Maximum aggregate principal amount		$ 4,075,000
Maximum
Subsequent Events
Maximum aggregate principal amount			$ 55,000,000
Subsequent Event
Subsequent Events
Maximum aggregate principal amount	$ 8,000,000