Notes Payable and Convertible Notes | 7 . NOTES PAYABLE AND CONVERTIBLE NOTES The Gotham Green Partners, LLC LI Lending, LLC May 2020 Convertible Notes May 2020 Convertible Notes (Swap) Other Loans Total Balance, December 31, 2019 $ 35,607 $ 44,289 $ — $ — $ 8,093 $ 87,989 Loans advanced, net 2,810 — 5,827 — 509 9,146 Equity exchanged — — — 13,661 — 13,661 Equity component (692 ) — (3,982 ) — (1,168 ) (5,842 ) Accretion income (643 ) — — — — (643 ) Loan payments (39,855 ) (6,840 ) — — (685 ) (47,380 ) Gain on extinguishment of debt (1,218 ) — — — — (1,218 ) Converted to equity — — (145 ) (1,794 ) — (1,939 ) Accrued interest 3,991 7,913 1,155 — 182 13,241 Balance, December 31, 2020 $ — $ 45,362 $ 2,855 $ 11,867 $ 6,931 $ 67,015 Loans advanced, net — — — — 930 930 Equity component — — — — — — Loan payments — (2,317 ) — — (357 ) (2,674 ) Converted to equity — — (5,852 ) (11,867 ) — (17,719 ) Accrued interest — 3,798 2,997 — 854 7,649 Balance, June 30, 2021 $ — $ 46,843 $ — $ — $ 8,358 $ 55,201 Gotham Green Partners, LLC LI Lending, LLC May 2020 Convertible Notes May 2020 Convertible Notes (Swap) Other Loans Total Balance, December 31, 2020 $ — $ 45,362 $ 2,855 $ 11,867 $ 6,931 $ 67,015 Less current portion — — — — (5,024 ) (5,024 ) Long term portion — 45,362 2,855 11,867 1,907 61,991 Balance, June 30, 2021 $ — $ 46,843 $ — $ — $ 8,358 $ 55,201 Less current portion — — — — (6,539 ) (6,539 ) Long term portion $ — $ 46,843 $ — $ — $ 1,819 $ 48,662 Convertible Notes On May 14, 2020, the Company issued $5,827 in convertible notes to existing investors in the Company (“May 2020 Convertible Notes”). The notes pay interest of 5% per annum and have a maturity date of Feb 28, 2022. The notes can be converted into Class A Subordinate Voting Shares of the Company for $0.25 per share at any time at the option of the holder. The Company can require mandatory conversion at any time that the Company’s stock price remains above $0.50 for 45 consecutive days. During the first quarter 2021, the Company exercised the mandatory conversion feature and converted the May 2020 Convertible Note balance to subordinate voting shares. As part of issuing the convertible notes, the investors were given the right to exchange stock in the Company into separate convertible notes (swap notes) (“May 2020 Convertible Notes (Swap)”). In total 29,448,468 shares with a value of $13,661 were exchanged for $13,661 in convertible notes. These notes were effective May 28, 2020, have a maturity date of May 28, 2025, and can be converted into Class A Subordinate Voting Shares of the Company for $0.46 per share at any time at the option of the holder. The notes pay no interest if the Company’s annual revenue is greater than $15,000, and 3% annually otherwise. conversion at any time that the Company’s stock price remains above $ 0.92 for 45 consecutive days . During April 2021, the Company exercised the mandatory conversion feature and converted the May 2020 Convertible Note (Swap) balance to subordinate voting shares. Gotham Through , acquisition equity. The Company used an independent valuation company to value the notes using a 10.25% discount rate, which management determined was the rate for similar notes with no conversion feature or warrants. The notes were repaid in full in December 2020. On January 29, 2020, the Company issued convertible secured promissory notes for a total of $3,000 to entities associated with GGP. These notes were due on July 29, 2020 and accrued interest at 15% per annum with no payments due until the maturity date. LI On In April 2020, the loan was amended. In exchange for consent to allow the sale of the Pennsylvania and Maryland assets and the release of related collateral, the Company agreed to make prepayments of principal to LI Lending in the amount of $250 per month for an eight-month In December 2020, the loan was amended to allow for the release of collateral for the sale lease back transactions described in Note 6 above, which were entered into with Innovative Industrial Properties, Inc. (“IIPR”). The amendment increased both interest rates by 2.5% on the loan amounts but allowed the payments resulting from the incremental interest to be deferred until January 1, 2022. The Company elected to defer payment, and the additional 2.5% interest is accrued each month and added to the balance of the loan. The Company is still required to make interest-only payments monthly of 10.25% on the initial $33,000 and 12.25% on the final $10,000 of the loan until January 1, 2022 when the interest rates of 12.75% for the initial $33,000 and 14.75% for the final $10,000 will take effect for the remaining term. The loan matures on May 10, 2024. An exit fee of 20% of the principal balance will be due as principal is repaid. Monthly interest-only payments are required, and the Company has paid all interest due as of June 30, 2021. Other Outstanding as of June 30, 2021 were other payables totaling $8,358 which include notes issued Subsidiary Terms June 30, 2021 December 31, 2020 Healthy Pharms Inc. Unsecured convertible note at $0.50 per share, due November 18, 2021 at 12% per annum $ 2,420 $ 1,652 Healthy Pharms Inc. Unsecured promissory note, due November 18, 2021 2,905 2,823 Om of Medicine, LLC Membership interest purchase agreement contingent payment due December 1, 2021 at 10% per annum 485 — Arkansas Entities Unsecured promissory note, monthly interest payments at 14% per annum 1,730 1,730 Equipment Loans Secured by equipment, monthly payments beginning in 2021 at 15% per annum 645 512 Other Various 173 214 Total Notes Payable and Convertible Notes $ 8,358 $ 6,931 Future June 30, 2021 2021 $ 5,498 2022 1,730 2023 — 2024 53,180 2025 — Thereafter — Total minimum payments 60,408 Effect of discounting (5,207 ) Present value of minimum payments 55,201 Current portion (6,539 ) Long-term portion $ 48,662 |