Notes Payable and Convertible Notes | NOTES PAYABLE AND CONVERTIBLE NOTES The Company’s notes payable and convertible notes are as follows: LI Lending, LLC May 2020 Convertible Notes May 2020 Convertible Notes (Swap) October 2021 Convertible Note Other Loans Total Balance, December 31, 2020 $ 45,362 $ 2,855 $ 11,867 $ — $ 6,931 $ 67,015 Loans advanced, net — — — 14,376 930 15,306 Loan payments (4,671) — — — (1,079) (5,750) Converted to equity — (5,852) (11,867) — — (17,719) Accrued interest 7,575 2,997 — 265 1,124 11,961 Balance, December 31, 2021 $ 48,266 $ — $ — $ 14,641 $ 7,906 $ 70,813 Loans advanced, net — — — — 15,000 15,000 Loan payments (4,689) — — — (1,182) (5,871) Converted to equity — — — — (2,784) (2,784) Accrued interest 5,845 — — 872 638 7,355 Balance, September 30, 2022 $ 49,422 $ — $ — $ 15,513 $ 19,578 $ 84,513 Less current portion — — — — (9,299) (9,299) Long-term portion $ 49,422 $ — $ — $ 15,513 $ 10,279 $ 75,214 Convertible Notes On May 14, 2020, the Company issued $5.8 million in convertible notes to existing investors in the Company. The notes pay interest of 5% per annum and have a maturity date of February 28, 2022. The notes can be converted into SVS of the Company for $0.25 per share at any time at the option of the holder. The Company was permitted to require mandatory conversion at any time that the Company’s stock price remains above $0.50 for 45 consecutive days. In 2021, the Company enacted 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). In total 29,448,468 shares with a value of $13.7 million were exchanged for $13.7 million 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 million, and 3% annually otherwise. The Company can require mandatory conversion at any time that the Company’s stock price remains above $0.92 for 45 consecutive days. In 2021, the Company exercised the mandatory conversion feature and converted the May 2020 Convertible Note (Swap) balance to subordinate voting shares. On October 6, 2021, the Company entered into a convertible promissory note purchase agreement for $15 million, less issuance costs of $0.6 million, resulting in net proceeds of $14.4 million. The notes pay interest of 6% per annum and have a maturity date of October 6, 2024. The notes can be converted into SVS of the Company for $1.03 per share at any time at the option of the holder. As of September 30, 2022, no payments have been made for this loan. LI Lending LLC On May 10, 2019, the Company entered into a loan agreement with LI Lending LLC, a related party, for $50 million. LI Lending LLC is related because an officer of the Company is a part-owner of LI Lending LLC. As of September 30, 2022, the Company had drawn $45 million on the loan in two amounts, an initial $35 million and a final $10 million, both bearing a 10.25% and 12.25% interest rate, respectively. The outstanding balance as of September 30, 2022 is $49.7 million, less debt discount of $0.3 million, for a net balance of $49.4 million. See Note 11 for further discussion of this related party transaction. 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 LLC in the amount of $0.3 million per month for an eight-month period beginning on May 1, 2020. The $2 million prepayment was applied to the initial $35 million amount, decreasing the balance to $33 million. Additionally, the Company agreed to pay an increased interest rate of 12.25% on the final $10 million of the loan until such time as this amount has been paid down, with the initial $33 million amount continuing to be subject to the original 10.25% interest rate. In December 2020, the loan was amended to allow for the release of collateral for the failed sale leaseback transaction described in Note 7 below, which was 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 was required to make interest-only payments monthly of 10.25% on the initial $33 million and 12.25% on the final $10 million of the loan until January 1, 2022 when the interest rates of 12.75% for the initial $33 million and 14.75% for the final $10 million took 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. Accrued interest expense of $5.8 million includes a loan discount accretion expense of $0.2 million for the nine months ended September 30, 2022. Accrued interest expense of $2.5 million includes a loan discount accretion expense of $0.04 million for the three months ended September 30, 2022. On January 1, 2022, the Company began making the required principal payments in addition to the interest payments for this loan. As of September 30, 2022, the Company has made $4.7 million in payments on this loan. Other Outstanding as of September 30, 2022 were other payables totaling $19.6 million which include notes issued as part of the acquisitions of Healthy Pharms, NECC, Island, and Arkansas entities as follows: Subsidiary Terms September 30, 2022 December 31, 2021 Healthy Pharms Inc. Unsecured convertible note, due November 18, 2021 at 12% per annum $ — $ 2,784 Healthy Pharms Inc. Unsecured promissory note at $0.50 per share due December 18, 2022 at 10% per annum (1) 3,463 3,213 Island Global Holdings, Inc. Promissory note due October 25, 2026 at 6% per annum 10,279 — NECC Promissory note due November 15, 2022 at 10% per annum (2) 1,005 — Island Global Holdings, Inc. Promissory note due February 28, 2023 at 1.5% per month (3) 3,057 — Arkansas Entities Unsecured Promissory note due December 1,2022, monthly interest payments at 14% per annum 1,730 1,709 Equipment Loans Secured by equipment, monthly payments beginning in 2021 at 15% per annum 44 49 Other Various — 151 Total Notes Payable and Convertible Notes $ 19,578 $ 7,906 (1) In November 2021, the unsecured promissory note was modified to be due and payable in full on or before December 18, 2022. The Company concluded the extension resulted in a debt modification under ASC 470 . (2) On July 28, 2022, the parties amended the promissory note to provide for payment of half the principal on the initial maturity date, and the remaining principal and all accrued interest on November 15, 2022. Interest will continue at annual rate of ten percent (10%). (3) On August 30, 2022, the Company entered into a Promissory Note Purchase Agreement with HI 4Front, LCC and Navy Capital Green Fund, LP. Under the agreement, the Company sold promissory notes totaling $3 million with a six-month maturity bearing 1.5% monthly interest for three months and 2% monthly interest for three months. The notes were unsecured, but would become secured if not repaid within three months. Construction Finance Liability On January 28, 2022, a wholly owned subsidiary of the Company acquired property at 29 Everett in conjunction with the NECC Merger (see Note 5 for further details on the transaction). Concurrently, effective January 28, 2022, the Company sold a portion of the property it had acquired in the acquisition for $16 million. In connection with the sale of the property at 29 Everett, the Company agreed to lease the location back for cultivation, effective on January 28, 2022 with available repurchase options. This transaction did not meet the requirements of a sale leaseback transaction and as such was accounted for as a failed sale leaseback. On January 28, 2022, the Company recorded a construction finance liability for the proceeds received from the sale to recognize a liability resulting from the failed sale-leaseback transaction. The initial term of the agreement is 20 years, with two options to extend the term for five years each. The initial monthly rent payment is equal to $0.1 million for the first year of the agreement, with 3% annual increases over the life of the agreement. As of September 30, 2022, the total finance liability associated with this transaction is $16.0 million. The total interest expense incurred during the three and nine months ending September 30, 2022 was $0.4 million and $1.1 million . |