Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Clever Leaves Holdings Inc. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 3 (this “Post-Effective Amendment No. 3”) to the registration statement on Form S-1 (File No. 333-252241), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2021, is being filed to include information contained in the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 24, 2022, and to update certain other information in the registration statement.The information included in this filing amends the registration statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 3. All applicable registration fees were paid at the time of the original filing of the registration statement on January 20, 2021. |
Entity Central Index Key | 0001819615 |
Entity Filer Category | Non-accelerated Filer |
Document Period End Date | Dec. 31, 2021 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | A1 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current: | ||
Cash and cash equivalents | $ 37,226 | $ 79,107 |
Restricted cash | 473 | 353 |
Accounts receivable, net | 2,222 | 1,676 |
Prepaids, advances and other | 2,668 | 3,174 |
Other receivables | 2,396 | 1,306 |
Inventories, net | 15,408 | 10,190 |
Total current assets | 60,393 | 95,806 |
Investment – Cansativa | 1,458 | 1,553 |
Property, plant and equipment, net of accumulated depreciation of $5,702 and $3,356 for the years ended December 31, 2021 and 2020, respectively | 30,932 | 25,680 |
Intangible assets, net | 23,117 | 24,279 |
Goodwill | 18,508 | |
Other non-current assets | 260 | 52 |
Total Assets | 116,160 | 165,878 |
Current: | ||
Accounts payable | 3,981 | 4,429 |
Accrued expense and other current liabilities | 2,898 | 4,865 |
Loans and borrowings, current portion | 949 | 880 |
Warrant liability | 2,205 | 19,061 |
Deferred revenue | 653 | 870 |
Total current liabilities | 27,245 | 30,105 |
Loans and borrowings | 6,447 | 5,821 |
Deferred revenue | 1,548 | 1,167 |
Deferred tax liabilities | 6,650 | 5,700 |
Other long-term liabilities | 360 | 693 |
Total Liabilities | 43,390 | 70,628 |
Contingencies and commitments | ||
Shareholders’ equity | ||
Preferred shares, without par value, unlimited shares authorized, nil shares issued and outstanding for each of December 31, 2021 and 2020 | ||
Common shares, without par value, unlimited shares authorized: 26,605,797 and 24,883,024 shares issued and outstanding as of December 31, 2021 and 2020, respectively | ||
Additional paid-in capital | 187,510 | 164,264 |
Accumulated deficit | (114,740) | (69,014) |
Total shareholders’ equity | 72,770 | 95,250 |
Total liabilities and shareholders’ equity | 116,160 | 165,878 |
Convertible note due 2024 | ||
Current: | ||
Convertible note due 2024, current portion | 16,559 | |
Convertible notes | 1,140 | |
Convertible notes due 2022 | ||
Current: | ||
Convertible notes | $ 27,142 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation (in Dollars) | $ 5,702 | $ 3,356 |
Preferred shares, par value (in Dollars per share) | ||
Preferred shares, shares authorized | ||
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Common shares, shares issued | 26,605,797 | 24,883,024 |
Common shares, shares outstanding | 26,605,797 | 24,883,024 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
Revenue | $ 15,374 | $ 12,117 | |
Cost of sales: | |||
Cost of sales, before inventory write-down | (5,585) | (4,305) | |
Inventory write-down | (2,980) | (399) | |
Total cost of sales | (8,565) | (4,704) | |
Gross profit | 6,809 | 7,413 | |
Expenses | |||
General and administrative | 38,398 | 28,819 | |
Sales and marketing | 3,796 | 2,577 | |
Research and development | 1,546 | 1,009 | [1] |
Goodwill impairment | 18,508 | 1,682 | |
Depreciation and amortization | 1,768 | 1,854 | |
Total expenses | 64,016 | 35,941 | |
Loss from operations | (57,207) | (28,528) | |
Other Expense (Income), net | |||
Interest and amortization of debt issuance cost | 6,818 | 4,455 | |
Gain on remeasurement of warrant liability | (16,856) | (10,780) | |
Loss on investments | 464 | ||
(Gain) loss on debt extinguishment, net | (3,262) | 2,360 | |
Loss on fair value of derivative instrument | 657 | ||
Foreign exchange loss | 1,276 | 491 | |
Other income, net | (502) | (284) | |
Total other income, net | (12,526) | (2,637) | |
Loss before income taxes and equity investment loss | (44,681) | (25,891) | |
Deferred income tax expense | 950 | ||
Equity investment share of loss | 95 | 4 | |
Net loss | $ (45,726) | $ (25,895) | |
Net loss per share – basic and diluted (in Dollars per share) | $ (1.78) | $ (3.34) | |
Weighted-average common shares outstanding – basic and diluted (in Shares) | 25,690,096 | 10,815,580 | |
[1] | The Company reclassified $1,009 research and development expenses, reported in previous period in general and development expense, to conform to the current period presentation. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Shares | Additional Paid-in Capital | Retained Deficit | Accumulated Deficit Other Comprehensive Income | Total |
Balance (in Shares) at Dec. 31, 2019 | 8,304,030 | ||||
Balance at Dec. 31, 2019 | $ 77,431 | $ (31,933) | $ 4,695 | $ 50,193 | |
Net Loss | (25,895) | (25,895) | |||
Stock issuance (in Shares) | 2,574,374 | ||||
Stock issuance | 18,087 | 18,087 | |||
Share-based compensation expense | 1,652 | 1,652 | |||
Share repurchase (in Shares) | (233,788) | ||||
Share repurchase | (6,250) | $ (6,250) | |||
Stock option exercise (in Shares) | 88,707 | 88,706 | |||
Stock option exercise | 20 | $ 20 | |||
Issuance of common shares upon vesting of RSUs (in Shares) | 2,989 | ||||
Share exchange, net (in Shares) | 717,085 | ||||
Conversion of Convertible Debentures (in Shares) | 984,567 | ||||
Conversion of Convertible Debentures | 9,850 | 9,850 | |||
Common shares issued for exercise of warrants (in Shares) | 300,000 | ||||
Common shares issued for exercise of warrants | 3 | 3 | |||
Conversion of the redeemable non-controlling interest (in Shares) | 1,562,339 | ||||
Conversion of the redeemable non-controlling interest | 4,695 | (4,695) | |||
Business combination and PIPE financing (in Shares) | 10,582,721 | ||||
Business combination and PIPE financing | 47,794 | 47,794 | |||
Accretion of Class D preferred shares to liquidation preference on automatic conversion | 10,219 | (10,219) | |||
Reclassification and other | 763 | (967) | (204) | ||
Balance (in Shares) at Dec. 31, 2020 | 24,883,024 | ||||
Balance at Dec. 31, 2020 | 164,264 | (69,014) | 95,250 | ||
Net Loss | (45,726) | (45,726) | |||
Founders earnout shares vested (in Shares) | 570,212 | ||||
Share-based compensation expense | 11,451 | 11,451 | |||
Beneficial conversion feature of Convertible Note | 4,748 | $ 4,748 | |||
Conversions of Convertible Note to common shares (in Shares) | 720,085 | 7,000 | |||
Conversions of Convertible Note to common shares | 6,047 | $ 6,047 | |||
Stock option exercise (in Shares) | 40,942 | 40,942 | |||
Stock option exercise | 10 | $ 10 | |||
Issuance of common shares upon vesting of RSUs (in Shares) | 268,895 | ||||
Exercise of warrants (in Shares) | 122,639 | ||||
Exercise of warrants | 1,410 | 1,410 | |||
Reclassification and other | (420) | (420) | |||
Balance (in Shares) at Dec. 31, 2021 | 26,605,797 | ||||
Balance at Dec. 31, 2021 | $ 187,510 | $ (114,740) | $ 72,770 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Cash Flow from Operating Activities | ||||
Net loss | $ (45,726) | $ (25,895) | ||
Adjustments to reconcile to net cash used in operating activities: | ||||
Depreciation and amortization | 3,508 | 3,590 | ||
Amortization of debt discount and debt issuance cost | 4,227 | 426 | [1] | |
Inventory write-down | 2,980 | 399 | ||
Fixed Asset write-off | 228 | |||
Gain on remeasurement of warrant liability | (16,856) | (10,780) | ||
Deferred tax | 950 | |||
Foreign exchange loss | 1,276 | 491 | ||
Share-based compensation expense | 11,451 | 1,652 | ||
Goodwill impairment | 18,508 | 1,682 | ||
Loss on investment | 319 | |||
Loss on equity method investment, net | 95 | 148 | ||
(Gain) loss on debt extinguishment, net | (3,262) | 2,360 | ||
Loss on derivative instruments | 657 | |||
Other non-cash expense, net | 697 | 3,426 | [1] | |
Changes in operating assets and liabilities: | ||||
(Increase) in accounts receivable | (546) | (1,150) | ||
Decrease in prepaid expenses | 506 | 118 | ||
(Increase) in other receivables and other non-current assets | (1,298) | (230) | ||
(Increase) in inventory | (8,198) | (5,173) | ||
(Decrease) increase in accounts payable and other current liabilities | (4,197) | 3,198 | ||
(Decrease) increase in accrued and other non-current liabilities | (576) | 2,801 | ||
Net cash used in operating activities | (36,233) | (21,961) | ||
Cash Flow from Investing Activities | ||||
Purchase of property, plant and equipment | (7,280) | (3,665) | ||
Net cash used in investing activities | (7,280) | (3,665) | ||
Cash Flow from Financing Activities | ||||
Proceeds from issuance of long-term debt | 25,000 | 9,737 | ||
Repayment of debt | (26,538) | (4,191) | ||
Other borrowings | 2,917 | 992 | ||
Proceeds from issuance of shares, net of issuance costs | 18,021 | |||
Purchase and cancellation of shares | (6,250) | |||
Proceeds from exercise of warrants | 1,410 | |||
Deferred debt issuance costs | (965) | |||
Stock option exercise | 10 | 20 | ||
Business Combination and PIPE financing, net of costs paid | 73,509 | |||
Net cash provided by financing activities | 1,834 | 91,838 | ||
Effect of exchange rate changes on cash, cash equivalents & restricted cash | (82) | 50 | ||
(Decrease)/increase in cash, cash equivalents & restricted cash | [2] | (41,761) | 66,262 | |
Cash, cash equivalents & restricted cash, beginning of period | [2] | 79,460 | 13,198 | |
Cash, cash equivalents & restricted cash, end of period | [2] | 37,699 | 79,460 | |
Supplemental schedule of cash flow information: | ||||
Cash paid for interest | 492 | 603 | ||
Supplemental disclosures for non-cash activity: | ||||
Conversions of debt to common shares | 6,047 | |||
Conversion of Convertible Debentures | 9,850 | |||
Non-cash exchange of redeemable non-controlling interest | 4,695 | |||
Non-cash paid-in-kind-interest | 697 | 2,881 | ||
Unpaid property, plant and equipment | $ 546 | |||
[1] | The Company reclassified $426 debt issuance amortization, reported in previous period in other -noncash | |||
[2] | These amounts include restricted cash of $473 and $353 as of December 31, 2021 and December 31, 2020, respectively, which are comprised primarily of cash on deposits for certain lease arrangements. |
Corporate Information
Corporate Information | 12 Months Ended |
Dec. 31, 2021 | |
Corporate Information [Abstract] | |
CORPORATE INFORMATION | 1. CORPORATE INFORMATION Clever Leaves Holdings Inc., (the “Company”) is a multi -national -cannabinoid The mailing address of the Company’s principal executive office is 6501 Congress Avenue, Suite 240, Boca Raton, FL 33487. Business Combination On December 18, 2020 (the “Closing Date”), Clever Leaves International Inc., a corporation organized under the laws of British Columbia, Canada (“Clever Leaves”), and SAMA consummated the previously announced Business Combination contemplated by the Amended and Restated Business Combination Agreement, dated as of November 9, 2020 (the “Business Combination Agreement”), by and among SAMA, Clever Leaves, Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“Holdco” or the “Company”), and Novel Merger Sub Inc., a Delaware corporation (“Merger Sub”). Pursuant to the Business Combination Agreement, SAMA agreed to combine with Clever Leaves in the Business Combination that resulted in both Clever Leaves and SAMA becoming wholly -owned Clever Leaves was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805. This determination was primarily based on Clever Leaves’ stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Clever Leaves’ operations comprising the ongoing operations of the combined company, Clever Leaves’ board of directors comprising a majority of the board of directors of the combined company, and Clever Leaves’ senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Clever Leaves’ issuing stock for the net assets of SAMA, accompanied by a recapitalization. The net assets of SAMA are stated at historical cost, with no goodwill or other intangible assets recorded. While Holdco was the legal acquirer in the Business Combination, because Clever Leaves was deemed the accounting acquirer, the historical financial statements of Clever Leaves became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Clever Leaves prior to the Business Combination; (ii) the combined results of the Company and Clever Leaves following the closing of the Business Combination; (iii) the assets and liabilities of Clever Leaves’ at their historical cost; and (iv) the Company’s equity structure before and after the Business Combination. In accordance with applicable guidance, the equity structure has been restated in all comparative periods to reflect the number of shares of the Company’s common shares, issued to Clever Leaves’ shareholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Clever Leaves’ convertible preferred shares and Clever Leaves’ common shares prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 0.3288 shares (the “Exchange Rate”) established in the Business Combination Agreement. Activity within the statement of shareholders’ equity for the issuances and repurchases of Clever Leaves’ convertible preferred shares were also retroactively converted to Clever Leaves’ common shares. See Note 13 for more information. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation Disclosure [Abstract] | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION The Company’s consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, and include the accounts of the Company and its wholly owned subsidiaries. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company. All intercompany transactions, balances, unrealized gains and losses resulting from intra -group Going Concern These consolidated financial statements have been prepared in accordance with U.S. GAAP which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit as of December 31, 2021, as well as operating losses and negative cash flows from operations since inception and expects to continue to incur net losses for the foreseeable future until such time that it can generate significant revenues from the sale of its available inventories. At December 31, 2021, the Company had cash and cash equivalents of $37,699. As of December 31, 2021, the Company’s current working capital, anticipated operating expenses and net losses, and the uncertainties surrounding its ability to raise additional capital as needed, raise substantial doubt as to whether existing cash and cash equivalents will be sufficient to meet its obligations as they come due within twelve months from the date the consolidated financial statements were issued. The consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to execute its operating plans through 2023 and beyond depends on its ability to obtain additional funding through equity offerings, debt financing, or other forms of financing to meet planned growth requirements and to fund future operations, which may not be available on acceptable terms, or at all. Impact of COVID-19 Pandemic The Company expects its operations to continue to be affected by the ongoing outbreak of the 2019 coronavirus disease (“COVID -19 -19 -essential -to-market More recently, other, more infectious, variants of COVID -19 -19 -19 -19 -19 customers we serve and other business partners in light of COVID -19 -19 -19 -19 -19 -19 -K Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The following table provides a summary of the Company’s subsidiaries and respective ownership percentage at December 31, 2021 and 2020: Subsidiaries Jurisdiction of incorporation Ownership December 31, December 31, Clever Leaves US, Inc. (“SAMA”) Delaware, United States 100 % 100 % NS US Holdings, Inc. Delaware, United States 100 % 100 % Herbal Brands, Inc. Delaware, United States 100 % 100 % 1255096 B.C. Ltd. (“Newco”) British Columbia, Canada 100 % 100 % Northern Swan International, Inc. (“NSI”) British Columbia, Canada 100 % 100 % Arizona Herbal Brands, Inc. (1) British Columbia, Canada 100 % 100 % Northern Swan Management, Inc. British Columbia, Canada 100 % 100 % Clever Leaves Australia Pvt Ltd Australia 100 % N/A Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100 % 100 % Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100 % 100 % Clever Leaves Portugal Unipessoal LDA Portugal 100 % 100 % Clever Leaves II Portugal Cultivation SA Portugal 100 % 100 % Northern Swan Europe, Inc. British Columbia, Canada 100 % 100 % Nordschwan Holdings, Inc. British Columbia, Canada 100 % 100 % Clever Leaves Germany GmbH Hamburg, Germany 100 % 100 % NS Herbal Brands International, Inc. British Columbia, Canada 100 % 100 % Subsidiaries Jurisdiction of incorporation Ownership December 31, December 31, Herbal Brands, Ltd. London, United Kingdom 100 % 100 % Clever Leaves International, Inc. British Columbia, Canada 100 % 100 % Eagle Canada Holdings, Inc. British Columbia, Canada 100 % 100 % Ecomedics S.A.S. (“Ecomedics”) Bogota, Colombia 100 % 100 % Clever Leaves UK Limited London, United Kingdom 100 % 100 % (1) Arizona Herbal Brands, Inc. was dissolved by way of voluntary dissolution under the Business Corporation Act on December 31, 2021. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 3. SIGNIFICANT ACCOUNTING POLICIES Use of Accounting Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the consolidated financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its consolidated financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. Consolidation The determination of whether or not to consolidate entities under U.S. GAAP requires significant judgment. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The Company treats transactions with non -controlling -controlling -controlling In regard to the Company’s interests in entities that do not meet the requirements for consolidation, refer to Investments Background on Amended Form 10-K for the year ended December 31, 2020 Following the Business Combination consummated on December 18, 2020, the Company had outstanding: a) 13,000,000 of public warrants (the “public warrants”), which were initially issued by SAMA in connection with its initial public offering and assumed by the Company in connection with the consummation of the transactions contemplated by the Business Combination; and b) 4,900,000 of private warrants (the “private warrants” and collectively with the public warrants, the “warrants”) issued simultaneously with the consummation of the Business Combination to Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”). Refer to Note 13 for more information on the warrants’ terms. The Company originally concluded that the warrants met the criteria to be classified as a component of equity. Subsequent to filing our Original Report on March 30, 2021, the staff of the U.S Securities and Exchange Commission (“SEC”) released a statement, Staff Statement on Accounting and Reporting Considerations for warrants Issued by Special Purpose Acquisition Companies (“SPACs”), on April 12, 2021 (the “SEC Statement”). After consideration of the SEC Statement, and in further consideration of the guidance in Accounting Standard Codification (“ASC”) 815 -40 Derivatives and Hedging — Contracts in Entity’s Own Equity -in Fair Value Measurement -K -in-capital -K Foreign Currencies The functional currency of the Company, and for each subsidiary, is the currency of the primary economic environment in which it operates. All figures presented in the consolidated financial statements are reflected in U.S. dollars, which is the functional currency of the Company and all of its subsidiaries. Once the Company determines the functional currency of a subsidiary, it is consistently used unless there are significant and clear indications that the functional currency has changed in economic facts and circumstances. Previously issued financial statements are not restated for any change in the functional currency. Any transactions not denominated in the Company’s functional currency are considered foreign currency transactions, and exchange differences arising from translation are recognized in profit or loss. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash balances at financial institutions and highly liquid short -term Restricted Cash Restricted cash is comprised of cash on deposit for payments related to the cash on deposit for certain of the Company’s lease arrangements. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company limits its exposure by primarily placing its cash in accounts with high credit quality financial institutions. Cash and cash equivalents are comprised of cash balances at financial institutions and highly liquid short -term The Company derives its accounts receivable from revenues earned from customers. The Company bases credit decisions primarily on a customer’s past credit history, before the customer is granted standard credit terms, which range from net 30 to 60 days. As of December 31, 2021, three of the Company’s customers accounted for an aggregate of approximately 43% of the Company’s outstanding accounts receivable. As of December 31, 2020, three of the Company’s customers accounted for an aggregate of approximately 74% of the Company’s outstanding accounts receivable. Accounts Receivable Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by an allowance for doubtful accounts for balances which are estimated to be uncollectible at period end. Allowance for Doubtful Accounts The Company records it allowance for doubtful accounts based on its assessment of various factors, including historical experience, age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other factors that may affect the customers’ ability to pay. Allowance for doubtful accounts as of December 31, 2021 was $917. The Company did not record allowance for doubtful accounts as of December 31, 2020. Prepaid Expenses, Deposits and Advances Prepaid expenses, deposits, and advances primarily represent amounts previously paid to vendors for security deposits and supplies, leased premises, facility construction and expansion projects not yet delivered. Other Receivables Other receivables arise from transactions other than credit sales. The Company’s other receivables primarily relate to value added taxes, other taxes and recoverable sales. Inventories Inventories consist of raw materials, work -in-progress Raw materials • • Work-in-progress • • Finished goods • • The Company writes down inventory for any obsolescence during the period or when the net realizable value of inventory is less than the carrying value. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. Any inventory write -downs Investments The Company determines the appropriate classification of its equity investments at the date of purchase and reevaluates the classification at the statement of financial position date. The Company measures equity instruments at fair value and recognizes any changes in fair value in its consolidated statement of operations. The Company measures equity investments without a readily determinable fair value that do not qualify for the net asset value practical expedient under Topic 820 at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In regards to the Company’s interests in entities that do not meet the requirements for consolidation, the Company uses either the cost method of accounting whereby it records the investments at historical cost (as a policy choice in accordance with ASC 321 measurement alternative) or the equity method of accounting whereby it records its share of the underlying income or loss of these entities, as well as adjustments for basis differences. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of an entity requires judgment based on the facts and circumstances surrounding each individual entity. Equity Method Investments Investments are assessed to determine whether they qualify as an investment in an entity that does not represent a controlling financial interest but provides the Company with significant influence in the investee. The Company determines whether the equity investment is an in -substance Investments where the Company has the ability to exercise significant influence in the investee qualify for equity method accounting and are presented separately on the consolidated statements of financial position. The equity method investment is recognized using a cost accumulation model, based on the cost of consideration transferred and related transaction costs. Fair Value of Financial Instruments The Company’s financial instruments are measured and reported at fair value, which is the price receivable upon sale of an asset or payable upon transfer of a liability in the principal or most advantageous market for the asset or liability, conducted in an orderly transaction between market participants at the measurement date. Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable (trade and accrued liabilities) approximate their fair value, as the time between initiation and the eventual realization of their value is relatively short -term The fair value hierarchy is based on the lowest level input that is significant to the fair value measurement as a whole: • • • For assets and liabilities recognized at fair value on a recurring basis, the Company reassesses categorization to determine whether changes have occurred between the hierarchy levels at the end of each reporting period. Property, Plant and Equipment, Net Property, plant and equipment, net is recorded at cost, net of accumulated depreciation and any accumulated impairment losses, if applicable. Attributed costs include the original cost of the item, any direct materials and labor to bring the asset into working condition, borrowing costs, and costs of replacing parts if the recognition criteria are met. All other repair and maintenance costs are recognized in the consolidated statement of operations as incurred. Depreciation begins when the asset becomes available for use and is calculated on a straight -line Estimated Useful Life Land N/A – indefinite Buildings & warehouse 2 – 40 years Leasehold improvements Shorter of lease term or useful life Furniture and appliances 5 years Agricultural equipment 2 – 10 years Computer equipment 3 years Laboratory equipment 3 – 20 years The Company reviews the depreciation method, residual values, and useful lives of property, plant and equipment at least annually and adjusts prospectively, if appropriate. The carrying amount of an asset and any significant part is derecognized on disposal of the asset, or when no future economic benefits are expected from its continued use. Any gain or loss arising on derecognition of the asset (equal to the difference between the net disposal proceeds and the carrying amount) is included in the consolidated statement of operations in the period of derecognition. Long -lived -lived Borrowing costs, which consist of interest and other costs incurred by the Company in connection with the borrowing of funds, are capitalized as part of the cost of a qualifying asset if it is directly attributable to the acquisition, construction or production of the respective asset. All other borrowing costs are expensed in the period in which they are incurred. Intangible Assets Intangible assets include the licenses acquired as part of the acquisition of Herbal Brands and Clever Leaves through business combinations (Note 9), as well as trade name, customer relationships, contracts and customer lists. Intangible assets acquired in a business combination are initially recognized as cost at their fair value based on the present value of expected future cash flows as at the date of acquisition. After initial measurement, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses. Costs of internally developed intangible assets are not capitalized, and related expenditures are recognized in profit or loss as incurred. Intangible assets are assessed to determine whether they have finite or indefinite useful lives, and the carrying values and remaining estimated useful lives are subject to impairment testing to determine if events or circumstances warrant a revision. Intangible Assets with Finite Useful Lives Intangible assets with finite lives are amortized over their respective useful economic lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The Company reviews the amortization period and the amortization method for an intangible asset with a finite useful life on an annual basis. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates to be applied prospectively. The amortization expense on intangible assets with finite lives is recognized in profit or loss. The finite lived intangible assets acquired in the Herbal Brands acquisition and the related estimated useful lives at time of acquisition were as follows: Remaining Useful Life at the Acquisition Date (In Years) Finite-lived intangible assets: Customer contracts 8.7 Customer relationships 4 – 7 Customer list 5 Brand 10 Amortization of finite lived intangibles is calculated on a straight — line basis over the estimated useful lives of the assets. Intangible Assets with Indefinite Useful Lives Intangible assets with indefinite useful lives are not amortized but are subject to impairment testing at least annually. The assessment of indefinite life is reviewed on an annual basis to determine whether the indefinite life is still appropriate. If not, the change in useful life from indefinite to finite is made on a prospective basis as a change in accounting estimate. Intangible assets are not revalued subsequently. Intangible assets are subject to impairment testing at least annually and such test considers the estimated future cash flows expected to result from use of the intangible asset or asset group, and eventual disposal. An indefinite -life Business Combinations and Goodwill The Company accounts for an acquisition of a business using the acquisition method. When control of another entity is obtained, the Company measures the underlying transaction at fair value, and establishes the basis on which the assets, liabilities, and non -controlling To be considered a business combination, the acquired entity must meet the definition of a business under Topic 805, which states that a business must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs as a result of revenue -generating The consideration transferred to the acquirer is measured at fair value at the date of acquisition, and includes assets transferred and liabilities assumed by the Company upon acquisition. The identifiable assets and liabilities that are exchanged as part of the business combination, and which meet the definition of assets and liabilities, are recognized separately from goodwill at the date of acquisition and measured on the acquisition date at their fair values. The non -controlling Goodwill is initially measured as a residual, recognized as an asset and represents the excess of the aggregate of consideration transferred in the business combination, the amount of any non -controlling After initial recognition, goodwill is not subject to amortization but rather is tested for impairment at least annually, or when an event or change in circumstance indicates that the carrying value of the asset may not be recoverable. See Note 10 for the Company’s goodwill information. Warrant Liability Warrants are accounted for in accordance with the applicable authoritative accounting guidance as either liabilities or as equity instruments depending on the specific terms of the agreements. Liability -classified 2024 Note Purchase Agreement On July 19, 2021, the Company entered into a Note Purchase Agreement with Catalina LP (the “Note Purchase Agreement”) and issued a secured convertible note (the “Convertible Note”) to Catalina LP pursuant to the Note Purchase Agreement. Based upon the overall assessment of settlement possibilities, the Company concluded that the Convertible Note is not subject to ASC 480. In order for the Convertible Note to be subjected to ASC 480, this obligation must also be the predominant settlement outcome at inception. In the case of the Convertible Note, settlement may be in cash at maturity, converted based upon the First Conversion Feature (fixed rate conversion), converted based upon the Second Conversion Feature (fixed rate conversion), or settled with a variable number of shares under the Share Redemption Feature. Consistent with the objective allowing only a “small” amount of variability in settlement value, the Company determined that in order for the Convertible Note to be subject to ASC 480, there must be a 90% likelihood of settlement using a variable number of shares such that the monetary value is substantially fixed. Leases In February 2016, the FASB issued ASU 2016 -02 -02 -of-use -05 As of December 31, 2021, the Company’s currently accounts for leases under ASC 840. The Company leases its facilities under cancellable and noncancellable operating leases. At commencement, capital leases are recorded with a leased asset and a corresponding liability at an amount equal to the lower of the fair value of the leased assets at lease inception and the present value of the minimum lease payments (using the lower of the lessee’s incremental borrowing rate or interest rate implicit in the lease, if known). Operating leases do not recognize a leased asset or liability in the statement of financial position. Rather, a lessee recognizes the operating expense in the consolidated statement of operations on a straight -line Revenue Recognition The Company elected to use the practical expedient prescribed by the standard and applied the standard using a portfolio approach to contracts (or performance obligations) with similar characteristics, as the Company reasonably expects that the effects on the financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. The Company’s policy is to recognize revenue at an amount that reflects the consideration that the Company expects that it will be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company evaluates the transfer of control through evidence of the customer’s receipt and acceptance, transfer of title, the Company’s right to payment for those products and the customer’s ability to direct the use of those products upon receipt. Typically, the Company’s performance obligations are satisfied at a point in time, and revenue is recognized, either upon shipment or delivery of goods. In instances where control transfers upon customer acceptance, the Company estimates the time period it takes for the customer to take possession and the Company recognizes revenue based on such estimates. The transaction price is typically based on the amount billed to the customer and includes estimated variable consideration where applicable. In instances when the Company’s products are sold under consignment arrangements, the Company does not recognize revenue until control over such products has transferred to the end consumer. The Company’s net revenues are comprised of gross revenues from sales of products less expected product returns, trade discounts and customer allowances, which include costs associated with mark -downs The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. See Note 17 for disaggregated revenue data. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470 -20 Share-Based Compensation The Company grants share -based -based -date -based -line -neutral -Carlo -Carlo -Scholes • Expected Term -point -Carlo -based • Expected Volatility • Expected Dividend Yield • Risk -Free Interest Rate Reportable Segments Refer to Note 17 for more information on the Company’s operating segments. Income Taxes Current income tax assets and liabilities for the period are measured at the amount expected to be recovered from or paid to the taxation authorities and includes foreign income taxes from the Company’s operations that are consolidated, combined, for accounted for under the equity method. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. The Company recognizes any interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying Consolidated Statements of Net Loss and Comprehensive Loss. Net Loss Per Share The Company applies the two -class -class -class Basic net loss per share attributable to the Company shareholders is computed by dividing net loss by the weighted -average Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue the Company’s common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the Company unless inclusion of such shares would be anti -dilutive -dilutive Research and Development Costs The Company expenses research and development (“R&D”) costs as incurred. R&D includes expenditures for new products and process innovation, as well as significant technological improvements to existing products and processes. The Company’s R&D expenditures primarily consist of payroll -related Reclassifications Certain prior year amounts in the Consolidated Financial Statements have been reclassified to conform to the current year’s presentation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley -K Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019 -12 -12 -12 -12 In January 2020, the FASB issued ASU No. 2020 -01 -01 -01 In October 2020, the FASB issued this ASU No. 2020 -09 -09 -09 Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016 -02 -02 -11 In June 2016, the FASB issued ASU No. 2016 -13 -Credit -13 -13 -looking -for-sale -13 In August 2020, the FASB issued ASU No. 2020 -06 -06 -06 -06 In October 2020, the FASB issued ASU No. 2020 -08 -08 -20-35-33 -08 -08 In October 2020, the FASB issued ASU No. 2020 -10 -10 In May 2021, the FASB issued ASU No. 2021 -04 -50 -40 -Classified -04 -based -04 -classified -04 -04 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 4. FAIR VALUE MEASUREMENTS The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities, except for those assets and liabilities that are short term in nature and approximate the fair values, as of the periods presented: Level 1 Level 2 Level 3 Total As of December 31, 2021 Assets: Investment – Cansativa — — 1,458 1,458 Total Assets $ — $ — $ 1,458 $ 1,458 Liabilities: Loans and borrowings — 7,396 — 7,396 Warrant liability — — 2,205 2,205 Convertible notes — 17,699 — 17,699 Total Liabilities $ — $ 25,095 $ 2,205 $ 27,300 As of December 31, 2020 Assets: Investment – Cansativa — — 1,553 1,553 Total Assets $ — $ — $ 1,553 $ 1,553 Liabilities: Loans and borrowings $ — $ 6,701 $ — $ 6,701 Warrant Liability — — 19,061 $ 19,061 Convertible notes — 27,142 — 27,142 Total Liabilities $ — $ 33,843 $ 19,061 $ 52,904 During the years ended December 31, 2021 and December 31, 2020, there were no transfers between fair value measurement levels. The change in fair value of warrant liabilities related to private warrants during the year ended December 31, 2021 is as follows: Private Placement Warrants: Total Warrant Warrant liability at December 31, 2020 $ 19,061 Change in fair value of warrant liability (16,856 ) Warrant liability at December 31, 2021 $ 2,205 The Company determined the fair value of its private warrants using the Monte Carlo simulation model. The following assumptions were used to determine the fair value of the Private Warrants as of December 31, 2021 and December 31, 2020: As of December 31, December 31, Risk-free interest rate 1.11 % 0.43 % Expected volatility 60 % 60 % Share Price $ 3.10 $ 8.90 Exercise Price $ 11.50 $ 11.50 Expiration date December 18, 2025 December 18, 2025 • -free • |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | 5. INVENTORIES, NET Inventories are comprised of the following items as of the periods presented: December 31, 2021 December 31, 2020 Raw materials $ 1,477 $ 1,148 Work in progress – cultivated cannabis 1,241 1,482 Work in progress – harvested cannabis and extracts 1,070 274 Finished goods – cannabis extracts 11,432 7,003 Finished goods – other 188 283 Total $ 15,408 $ 10,190 During the years ended December 31, 2021 and 2020, the Company recorded inventory write -down -down |
Prepaids, Deposits and Advances
Prepaids, Deposits and Advances | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
PREPAIDS, DEPOSITS AND ADVANCES | 6. PREPAIDS, DEPOSITS AND ADVANCES Prepaids and advances are comprised of the following items as of the periods presented: December 31, 2021 December 31, 2020 Prepaid expenses $ 935 $ 1,404 Deposits 47 109 Other advances 1,686 1,661 Total $ 2,668 $ 3,174 Prepayments and advances represent amounts previously paid to vendors for security deposits and supplies, leased premises, facility construction and expansion projects not yet delivered. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | 7. INVESTMENTS Cansativa On December 21, 2018, the Company, through its subsidiary Northern Swan Deutschland Holdings, Inc., entered into a seed investment agreement with the existing stockholders of Cansativa GmbH (“Cansativa”), a German limited liability company primarily focused on the import and sale of cannabis products for medical use and related supplements and nutraceuticals. Prior to the Company’s investment, Cansativa’s registered and fully paid -in -money Investments — Equity Method and Joint Ventures The Company recorded its investment in Cansativa at the cost basis of an aggregated amount of EUR 999.92, approximately $1,075, which is comprised of EUR 3.10 for the initial nominal amount of the Seed Financing Round and EUR 996.82 for the remaining Seed Financing Round (i.e., Capital Reserve Payment), with no transaction costs. In accordance with the seed investment agreement, in September 2019, the Company made an additional investment of approximately EUR 650, or approximately $722, for 2,138 shares in Cansativa, thereby increasing its equity ownership to 16.6% of the book value of Cansativa’s net assets of approximately EUR 1,233, and approximately EUR 1,122 of equity method goodwill as Cansativa was still in the process of getting the licenses and expanding its operations. As of September 30, 2020, balance of Tranche 2 option expired unexercised and as a result the Company recognized a loss on investment of approximately $370 in its Statement of Operations and Comprehensive Loss and the carrying value of the Tranche 2 option was reduced to $nil. In December 2020, Cansativa allocated shares of its common stock to a newly -installed -stock -diluted -party For the years ended December 31, 2021 and 2020, the Company’s share of net losses from the investment were $95 and $4, respectively. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | 8. BUSINESS COMBINATIONS 2020 Business Combination On December 18, 2020, Clever Leaves International, Inc. (“Clever Leaves Int’l”) and Schultze Special Purpose Acquisition Corp., a Delaware corporation (“SAMA”) consummated the previously announced business combination (the “Business Combination”) contemplated by the Amended and Restated Business Combination Agreement, dated as of November 9, 2020, by and among SAMA, Clever Leaves, Int’l, the Company and Novel Merger Sub Inc., a Delaware corporation (“Merger Sub”) (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, SAMA agreed to combine with Clever Leaves Int’l in the Business Combination that resulted in both Clever Leaves Int’l and SAMA becoming wholly -owned Pursuant to the Business Combination Agreement, each of the following transactions occurred in the following order: (i) pursuant to a court -approved -voting -voting -owned -owned -owned -owned In connection with the closing of the Business Combination, the Company’s Articles were amended and restated to, among other things, provide for an unlimited number of common shares without par value, an unlimited number of non -voting In connection with the Business Combination, SAMA obtained commitments (the “Subscription Agreements”) from certain investors (the “Subscribers”) to purchase $8,881 in shares of SAMA common stock for a purchase price of $9.50 per share, in the SAMA PIPE. As part of the SAMA PIPE, certain Subscribers who were holders of the 2022 Convertible Notes agreed to purchase shares of SAMA common stock in exchange for the transfer of the PIK Notes received in satisfaction of approximately $2,881 of accrued and outstanding interest under the 2022 Convertible Notes from January 1 to December 31, 2020. Prior to the effective time of the Merger, SAMA issued an aggregate of 934,819 shares of SAMA common stock the Subscribers in the SAMA PIPE that were exchanged for our common shares, on a one -for-one The Business Combination was accounted for as a recapitalization in accordance with U.S. GAAP. Under this method of accounting, SAMA was treated as the “acquired” company for financial reporting purposes (see Note 1). Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Clever Leaves issuing shares for the net assets of SAMA, accompanied by a recapitalization. The net assets of SAMA are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of shareholders’ equity for the year ended December 31, 2020: Recapitalization Cash – SAMA trust and cash, net of redemptions $ 86,644 Cash – SAMA PIPE 6,000 Non-cash PIK (2,881 ) Cash assumed from SAMA 698 Cash consideration to certain Clever Leaves shareholders (3,057 ) Less: transaction costs and advisory fees (13,895 ) Net Business Combination $ 73,509 Non-cash PIK 2,881 Deferred issuance costs 1,503 Warrant liability (29,841 ) Net liabilities assumed from SAMA (258 ) Net contributions from Business Combination $ 47,794 See Note 13 for more information on all capital stock issuances. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 9. INTANGIBLE ASSETS, NET The Company has acquired cannabis -related -lived -lived The following tables present details of the Company’s total intangible assets as of December 31, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: December 31, 2021 Gross Carrying Accumulated Net Carrying Weighted- Average Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 487 513 3.4 Customer list 650 346 304 2.3 Brand 4,516 1,216 3,300 7.3 Total finite-lived intangible assets $ 7,091 $ 2,974 $ 4,117 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 2,974 $ 23,117 December 31, 2020 Gross Carrying Accumulated Net Carrying Weighted-Average Finite-lived intangible assets: Customer contracts $ 925 $ 525 $ 400 0.5 Customer relationships 1,000 304 696 4.4 Customer list 650 217 433 3.3 Brand 4,516 766 3,750 8.3 Total finite-lived intangible assets $ 7,091 $ 1,812 $ 5,279 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 Annual Impairment Testing In conjunction with the annual impairment testing, see Note 10, the Company reviewed finite -lived -lived Significant assumptions used in the impairment analysis include financial projections of free cash flow (including assumptions about revenue projections, regulations, operating margins, capital requirements and income taxes), long -term Indefinite -lived For the year ended December 31, 2021 and 2020, no impairment was recognized related to the carrying value of any of the Company’s finite or indefinite -lived The Company calculated the fair value of the operating segments using discounted estimated future cash flows. The weighted -average 2020 Interim Impairment Testing In conjunction with the impairment testing performed as of March 31, 2020 (refer to Note 10 for more detail) the Company reviewed finite -lived -lived -lived -lived GNC Holdings, Inc. Bankruptcy On June 23, 2020, GNC Holdings, Inc. (“GNC”) and its affiliates filed voluntary petitions for relief pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware. In September 2020, a bankruptcy court judge approved the sale of GNC to an investor with the transaction expected to close by the end of the year. Herbal Brands has engaged legal counsel to provide advice with respect to Herbal Brands’ rights under the Bankruptcy Code, prepare and file proof(s) of claim by the applicable bar date established by the Court, and otherwise enforce Herbal Brands’ rights in the Court and in connection with any sale transaction or plan of reorganization pursued by GNC. The Company also reviewed the unpaid inventory balances at GNC and determined that a reserve of approximately $86 was necessary for the inventory, which the Company recorded during the second quarter of 2020. Additionally, the Company reviewed the useful life of a finite -lived Amortization Expense The following table reflects the estimated future amortization expense for each period presented for the Company’s finite -lived Estimated Amortization Expense 2022 $ 795 2023 715 2024 542 2025 542 2026 482 Thereafter 1,041 Total $ 4,117 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 10. GOODWILL The following table presents the changes in goodwill by segment: Cost Cannabinoid Non-Cannabinoid Total Balance at December 31, 2019 $ 18,508 $ 1,682 $ 20,190 Impairment $ — $ (1,682 ) $ (1,682 ) Balance at December 31, 2020 $ 18,508 $ — $ 18,508 Impairment (18,508 ) — (18,508 ) Balance at December 31, 2021 $ — $ — $ — In accordance with ASC Topic 350, “Intangibles — Goodwill and Other,” the Company performs its annual impairment test as of December 31 of each year. As part of the review, the Company will perform a qualitative assessment to determine whether indicators of impairment existed, along with considering, among other factors, the financial performance, industry conditions, as well as microeconomic developments. The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate that the carrying value of its goodwill may not be recoverable. After the close of each interim quarter, management assesses whether any indicators of impairment exist requiring the Company to perform an interim goodwill impairment analysis. Annual Impairment Testing During the fourth quarter of 2021, the Company assessed whether there were events or changes in circumstances that would indicate that our goodwill was impaired. The Company performed a quantitative impairment test, including computing the fair value of the reporting units and comparing that value to its carrying value. The Company considered external and internal factors, including overall financial performance and entity -specific -cash The Company calculated the fair value of the operating segments using discounted estimated future cash flows. The weighted -average 2020 Interim impairment Testing As of March 31, 2020, the Company recognized the COVID -19 -cannabinoid Following the results of such assessment, the Company recorded an impairment for the full carrying value of the operating segment’s goodwill carrying value. The Company calculated the fair value of the operating segment using discounted estimated future cash flows. The weighted -average -cash -cannabinoid -cash nil |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 11. PROPERTY, PLANT AND EQUIPMENT, NET The Company has property, plant, and equipment related to land, buildings and warehouses, leasehold improvements, laboratory, and construction in progress. Property, plant and equipment, net consisted of the following: December 31, 2021 December 31, 2020 Land $ 5,065 $ 5,065 Building & warehouse 13,381 8,464 Laboratory equipment 6,295 5,942 Agricultural equipment 2,404 1,904 Computer equipment 1,681 1,534 Furniture & appliances 852 819 Construction in progress (b) 5,709 4,288 Other 1,247 1,020 Property, plant and equipment, gross 36,634 29,036 Less: accumulated depreciation (5,702 ) (3,356 ) Property, plant and equipment, net $ 30,932 $ 25,680 (a) The Company recorded total depreciation expense in the Consolidated Statement of Operations for approximately $2,346 and $2,359 in 2021 and 2020, respectively. Total depreciation for the year ended December 31, 2021 includes approximately $1,133 and $586 of depreciation, included in inventory and cost of goods sold, respectively. Total depreciation for the year ended December 31, 2020 includes approximately $1,051 and $685 of depreciation, included in inventory and costs of goods sold, respectively. (b) Construction in progress primarily relate to on -going |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 12. DEBT December 31, 2021 December 31, 2020 Convertible Note due 2024, current portion (a) 16,559 — Herbal Brands Loan due May 2023, current portion (d) 470 880 Other loans and borrowings, current portion 479 — Total debt, current portion $ 17,508 $ 880 Convertible Note due 2024 1,140 — Series D Convertible Note due March 2022 (b)(c) — 27,142 Herbal Brands Loan due May 2023 (e) 4,760 5,191 Other loans and borrowings 1,687 630 Total debt, long term $ 7,587 $ 32,963 Ending balance $ 25,095 $ 33,843 (a) Convertible Note, current portion reflects, net of debt discount and debt issuance costs of $2,197 in 2021. (b) Series D Convertible note, non current reflects, net of debt issuance costs of $741 in 2020. (c) During the year ended December 31, 2021, the Company wrote off $483 of unamortized debt financing cost related to the repayment of its Series D Convertible Note due March 2022. (d) The Company reclassified $880 current portion of Herbal Brands Loan, reported in previous period in long term debt, to conform to the current period presentation. (e) Herbal Brand’s Loan, non current reflects debt issuance amortization of $410 in 2021. Neem Holdings Convertible Note and Neem Holdings Warrants On November 9, 2020, Clever Leaves and the Company had entered into an unsecured subordinated convertible note (the “Neem Holdings Convertible Note”) with a principal amount of $3,000 in favor of Neem Holdings, LLC (“Neem Holdings”), a shareholder of Clever Leaves. Clever Leaves was required to repay the Neem Holdings Convertible Note within 10 business days after the closing of the Business Combination, and the Company agreed to promptly satisfy this obligation in full. If the Business Combination Agreement is terminated, Clever Leaves was required to issue to Neem Holdings 194,805 fully paid and non -assessable In addition, the Company had issued to Neem Holdings, as part of the Neem Holdings Convertible Note, a warrant (the “Neem Holdings Warrants”) to purchase the number of common shares (the “Warrant Shares”) that would have entitled Neem Holdings to receive 300,000 common shares in the Arrangement for an aggregate purchase price of $3. The Neem Holdings Warrants were exercisable for all, but not less than all, of the Warrant Shares and expired at the earlier of (i) the date and time that the Business Combination Agreement was terminated in accordance with its terms; and (ii) the Arrangement Effective Time. The Neem Holdings Warrants were exercised prior to the Arrangement Effective Time. The two instruments were deemed freestanding as they were legally detachable and separately exercisable. The allocation of the proceeds to the two instruments was based on their respective fair values at issuance. At the time of issuance, the Company determined that the fair value of the debt instrument was $3,000 and as a result the initial carrying amounts of Neem Holdings Convertible Note and Neem Holdings Warrants were $3,000 and $nil, respectively. Upon consummation of the Business Combination, the Company repaid the Neem Holdings Convertible Note in full and Neem Holdings exercised the Neem Holdings Warrants. Series E Convertible Debentures In July 2020 and in connection with its Series E fundraising, the Company had issued convertible debentures in an aggregate principal amount of $4,162 (the “Series E Convertible Debentures”). The Series E Convertible Debentures, which commenced on June 30, 2021, had a maturity date of June 30, 2023 and bear interest of 8.00% per annum. The Series E Convertible Debentures was payable semi -annually At any time prior to the Maturity Date or a Debenture Liquidity Event, a holder of the Series E Convertible Debentures was allowed to elect to convert the principal amount of the Series E Convertible Debentures and accrued and unpaid interest thereon into common shares of Clever Leaves, at a price per share equal to $5.95. The Series E Convertible Debentures, including any accrued and unpaid interest, willed be automatically converted into Clever Leaves common shares at a price per Clever Leaves common share equal to 70% of the price attributable to the Clever Leaves common shares upon occurrence of a Debenture Liquidity Event (“Redemption Feature”), subject to adjustment in the event of the subdivision or consolidation of the outstanding Clever Leaves common shares, the issue of Clever Leaves common shares or securities convertible into Clever Leaves common shares by stock dividend or distribution, or the issue or distribution of rights, options, or warrants to all or substantially all of the holders of Clever Leaves common shares in certain circumstances. For purposes of the Series E Convertible Debentures, a “Liquidity Event” meant (1) the listing of Clever Leaves common shares on a recognized securities exchange or market, either by way of initial public offering or direct listing, (2) any transaction whereby all of the outstanding Clever Leaves common shares are sold, transferred, or exchanged for listed securities of a resulting issuer whose equity securities are listed on recognized securities exchange or market, (3) any merger, plan of arrangement, or any other similar business combination or transaction whereby the Company merges or combines with an entity whose securities are listed for trading on a recognized securities exchange or market and all of the outstanding Clever Leaves common shares are sold, transferred or exchanged for such listed securities, or (4) any event as a result of or following which any person or group beneficially owns over an aggregate of more than 50% of the then outstanding Clever Leaves common shares or the sale or other transfer of all or substantially all of the consolidated assets of the Company. The Company incurred approximately $181 in debt issuance costs related to the Series E Convertible Debentures. The embedded conversion feature was not deemed to be a derivative instrument and as a result no portion of the proceeds from the debt issuance were allocated to the conversion feature at issuance. The Redemption Feature within Series E Convertible Debentures was considered an embedded derivative with the debt instrument being the host instrument. Under ASC 815, redemption features such as the one in the June 2023 Convertible Debentures, which may accelerate the repayment of principal on debt would also not be considered clearly and closely related to the debt host because the debt involves a substantial premium (resulting from the 30% discount on future conversion price). ASC 815 requires embedded derivatives that do not meet requirements for hedge accounting to be recorded as a liability at fair value in accordance with ASC 820. The fair value of the derivative was estimated at approximately $1,705, considering the conversion probability at 90%. The difference between the proceeds allocated to the hybrid debt instrument and the fair value of the embedded derivative instrument was assigned as the carrying value of the host debt instrument, which at the date of issuance was approximately $2,457. The Business Combination qualified as a Debenture Liquidity Event and the $4,162 in Series E Convertible Debentures converted to Clever Leaves class A common shares at a conversion price of $2.303 per share, which were exchanged for Holdco common shares at the Exchange Rate. Upon redemption of the convertible debentures through conversion into and settlement in Clever Leaves class A common shares, the Company issues a total fair value of $5,950 in common shares. The Company accounted for the conversion of the Series E Convertible Debentures as a debt extinguishment and recognized a non -cash October 2020 Convertible Debenture Financing In October 2020, the Company completed the first tranche of a financing pursuant to which it issued $1,230 aggregate principal amount of convertible debentures due September 30, 2023 (the “September 2023 Convertible Debentures”). The September 2023 Convertible Debentures mature on September 30, 2023 (the “September 2023 Maturity Date”) and bear interest of 8.00% per annum, commencing September 30, 2021, payable semi -annually In November 2020 in connection with the Business Combination, certain subscribers in the SAMA PIPE signed subscription agreements with Clever Leaves to invest $1,500 in the aggregate in additional September 2023 Convertible Debentures (the “September 2023 Convertible Debenture Investment”). The two issuances were completed very close to one another and had identical terms. The embedded conversion feature was not deemed to be a derivative instrument and as a result no portion of the proceeds from the debt issuance were allocated to the conversion feature at issuance. The redemption feature within the September 2023 Convertible Debentures was considered an embedded derivative with the debt instrument being the host instrument. The fair value of the derivative feature was estimated at approximately $570, considering the conversion probability of approximately 43%. The difference between the proceeds allocated to the hybrid debt instrument and the fair value of the embedded derivative instrument was assigned as the carrying value of the host debt instrument, which at the date of issuance was approximately $2,160. The Business Combination qualified as a Debenture Liquidity Event and the $2,730 in September 2023 Convertible Debentures converted to Clever Leaves class A common shares at a conversion price of $2.303 per share, which were exchanged for Holdco common shares at the Exchange Rate. The Company accounted for the conversion of the September 2023 Convertible Debentures as a debt extinguishment and recognized a non -cash Series D Convertible Notes due March 2022 In March 2019 and in connection with the Company’s Series D fundraising, the Company issued secured convertible notes totaling $27,750, with maturity date of March 30, 2022 (“2022 Convertible Notes”). The 2022 Convertible Notes bore interest of 8.00% per annum, payable quarterly in arrears, and were secured through collateral, guarantee, and pledge agreements signed between the Company, the noteholders, and an appointed paying and collateral agent. Specifically, the 2022 Convertible Notes were guaranteed by the Company’s subsidiaries and secured by 1,300,002 common shares of pledged equity interests in specific subsidiaries. A noteholder could convert the principal amount, in whole or in part, at a minimum of $1,000 into common shares at a conversion price of $11 per share. The Company could issue financing securities (common shares) upon the exercise of the conversion options within each convertible notes, in part or in whole, at the option of the holder at any time or at the option of the issuer subsequent to a trigger event (i.e., a qualified IPO at greater than or equal to $13.54 per common share, or a non -qualified -day In its assessment to determine the accounting treatment for the Class C Preferred Shares and 2022 Convertible Notes, the Company reviewed the guidance in ASC 480 — Distinguishing Liabilities from Equity. Based on the analysis the Company deemed that the: 1) Class C Preferred Shares meet the criteria for a freestanding equity classified instrument that are initially measured at fair value and subsequent changes to their fair are not recognized; and 2) 2022 Convertible Notes were debt -like In March 2020, the Company amended certain terms of its 2022 Convertible Notes. As a result of this amendment the Company amended the 2022 Convertible Notes to provide for an increase in the rate of interest payable on the principal amount to 10% and to provide that such interest could be payable in -kind -end In connection with the Business Combination (Note 8) and effective on the Closing Date, Clever Leaves and the holders of the 2022 Convertible Notes agreed to amend the terms of the 2022 Convertible Notes as follows: (i) decrease the interest rate to 8%, commencing January 1, 2021, and provide that such interest is to be paid in cash, quarterly in arrears; (ii) provide for the payment of all accrued and outstanding interest from January 1, 2020 to December 31, 2020 to be made in the form of PIK Notes; to consent to the transfer of the PIK Notes to SAMA in exchange for the PIPE Shares to be issued as part of the SAMA PIPE pursuant to the terms of the Subscription Agreements; (iii) at the option of Clever Leaves, satisfy the payment of quarterly interest by issuing the Company’s common shares to the noteholders, at a price per share equal to 95% of the 10 -day -Day -Day -Day -of-pocket In connection with the November 2020 Amendments, the Required Holders (as that term is defined in the amended and restated intercreditor and collateral agency agreement, dated as of May 10, 2019, in respect of the 2022 Convertible Notes) agreed to waive Clever Leaves’ required compliance with certain restrictive covenants set forth in the 2022 Convertible Notes solely for the purposes of allowing Clever Leaves, Holdco and their affiliates to complete the Business Combination, and agreed to direct GLAS Americas LLC, as collateral agent in respect of the 2022 Convertible Notes, to further provide its consent therefor. In accordance with the terms of the 2022 Convertible Notes and in connection with the November 2020 Amendments, Holdco, 1255096 B.C. Ltd. and SAMA (as the surviving corporation of the Merger) each entered into a guarantee agreement in favor of the collateral agent in respect of the 2022 Convertible Notes (the “Guarantees”) and became guarantors thereunder. Further, the terms of the amended and restated pledge agreement, dated as of May 10, 2019, made by Clever Leaves in favor of the collateral agent was amended such that Holdco and certain of its subsidiaries, as the case may be, in connection with the Business Combination, pledged all of the shares in the capital of each of Clever Leaves, 1255096 B.C. Ltd., SAMA (as the surviving corporation of the Merger), Northern Swan International, Inc. and NS US Holdings, Inc. to the collateral agent. On July 19, 2021, the Company, and the holders of the secured convertible notes entered into a Payout and Release Agreement (the “Payout and Release Agreement”). Under the Payout and Release Agreement, the Company agreed, upon the closing of a financing transaction by the Company with aggregate net proceeds of at least $10,000 on or before July 31, 2021, to prepay the holders of 2022 Convertible Notes, in full satisfaction of the aggregate amounts outstanding under the 2022 Convertible Notes, an amount equal to the sum of (1) 90% of the aggregate outstanding principal amount on the 2022 Convertible Notes; (2) all accrued interest through the date of repayment and (3) certain legal fees. On July 19, 2021, the Company repaid the holders of the 2022 Convertible Notes pursuant to the Payout and Release Agreement, and the 2022 Convertible Notes were discharged. The Company considered the general extinguishment guidance in ASC 405 -20 -60 The Company recorded a gain on extinguishment of debt, net of unamortized debt financing costs, for approximately $2,267, in connection with the settlement of the 2022 Convertible Notes, during the year ended December 31, 2021. Herbal Brands Loan due May 2023 In April 2019 and in connection with the Herbal Brands acquisition, the Company entered into a loan agreement with Rock Cliff Capital under which the Company secured a non -revolving In connection with the Herbal Brands Loan, the Company issued equity -classified -in The Herbal Brands Loan and Rock Cliff Warrants were deemed freestanding financial instruments with the loan accounted for as debt, subsequently measured using amortized cost, and the Rock Cliff Warrants, representing a written call option, accounted for as an equity -classified -in In August 2020, the Company amended certain terms of the Herbal Brands Loan to provide for additional interest of 4.00% per annum, compounding quarterly and payable in -kind -line Following the closing of the Business Combination and pursuant to the terms, the holder of the Rock Cliff Warrants can purchase 63,597 of the Company’s common shares at a strike price of $26.73 per share. For the year ended December 31, 2021 and December 31, 2020, the Company recognized interest expense of approximately $733 and $704, respectively, and repaid principal of approximately $1,495 and $1,191, respectively, of the Herbal Brands Loan in accordance with the terms of the loan agreement. 2024 Note Purchase Agreement On July 19, 2021, the Company entered into a Note Purchase Agreement with Catalina LP (the “Note Purchase Agreement”) and issued a secured convertible note (the “Convertible Note”) to Catalina LP (“SunStream”), an affiliate of SunStream Bancorp Inc., a joint venture initiative sponsored by Sundial Growers Inc. (Nasdaq: SNDL), pursuant to the Note Purchase Agreement in the principal amount of $25,000. The Convertible Note matures three The principal and accrued interest owing under the Convertible Note may be converted at any time by the holder into the Company’s common shares, without par value, at a per share price of $13.50. Up to $12,500 in aggregate principal under the Convertible Note may be so converted within one year of issuance, subject to certain additional limitations. Subject to certain limitations set forth in the Convertible Note, each of the Company and the noteholder may redeem all or a portion of the outstanding principal and accrued interest owing under the Convertible Note into common shares, at a per share price equal to the greater of (x) an 8% discount to the closing price per share on the applicable redemption date or (y) $6.44 (the “Optional Redemption Rate”). Up to $12,500 in aggregate principal under the Convertible Note may be so redeemed within one year of issuance, subject to certain additional limitations. If the closing price per share of the Company’s common shares on the Nasdaq Capital Market is below $7.00 for 15 consecutive trading days, neither party will be permitted to redeem any portion of the Convertible Note until the closing price per common share has been above $7.00 for 15 consecutive trading days. At any time, including during the time while the holder is restricted from redeeming all or any portion of the Notes, the holder of the Convertible Note may elect to receive cash repayment of principal and accrued interest on the Convertible Note, in an amount not to exceed $3,500 in any 30 consecutive calendar day period, which amount shall be reduced to $2,000 when the principal on the Convertible Note is less than $12,500. The holder of the Convertible Note will not be entitled to convert any portion of the Convertible Note if, after such conversion, such holder would have beneficial ownership of, and direct or indirect control or direction over, more than 9.99% of the Company’s outstanding common shares. The Convertible Note is subject to certain events of default. The occurrence of these events of default would give rise to a 5% increase in the interest rate to a total of 10% per annum for as long as the event of default continues and give the holder of the Convertible Note the right to redeem the outstanding principal and accrued interest on the Convertible Note at the Optional Redemption Rate. Certain events of default also require the Company to repay all outstanding principal and accrued interest on the Convertible Note. In addition, in certain circumstances, if the Company fails to timely deliver common shares as required upon conversion or redemption of the Convertible Note, then the Company will be required to pay, on each day that such failure to deliver common shares continues, an amount in cash equal to 0.75% of the product of (x) the number of common shares the Company failed to deliver (on or prior to share delivery deadline and to which holder is entitled) multiplied by (y) any closing trading price of the common shares (selected by the Holder in writing during the period beginning on the applicable Conversion/Redemption Date and ending on the applicable Conversion/Redemption Share Delivery Deadline.) The obligations of the Company under the Note Purchase Agreement are guaranteed by certain of the Company’s subsidiaries. The Company evaluated all settlement possibilities to conclude if the Convertible Note represented an obligation under ASC 480. As of the inception of the Convertible Note, the Company analyzed whether the Share Redemption is predominant based on the likelihood the Convertible Note will settle in accordance with that particular provision, compared to the likelihood of settling under all other possibilities and determined that in order for the Convertible Note to be subject to ASC 480, there must be a 90% likelihood of settlement using a variable number of shares such that the monetary value is substantially fixed. Based upon the overall assessment of settlement possibilities, the Company concluded that the Convertible Note is not subject to ASC 480. In connection with the 2024 Convertible Note and issuance of common shares upon Convertible Note conversions during year 2021, the Company analyzed the convertible instrument for a beneficial conversion feature in accordance with ASC 470 -10 The Company evaluated the guidance for Beneficial Conversion Features (BCF) per ASC 470. At the commitment date, the fair value of the shares contingently issuable upon conversion was greater than the allocated proceeds and calculated the intrinsic value of conversion feature for the amount of $9,496 which should be recognized in earnings if and when the contingencies are resolved. In establishing the accounting policy for the recognition of this contingent BCF, the Company considered that this settlement is only available to a limited portion of principal ($12,500 convertible in the first year), when price is below $7. The second half of the debt becomes convertible when the trading price falls to $7.00 during the second or third year the Convertible Note is outstanding. During the 2021, first contingency feature was resolved and BCF for $4,748 was recorded. Additionally, the Company recorded debt issuance cost of $630 and debt discount of $335, together total of $965. The discount created by the beneficial conversion factor was amortized from the date the contingency was met to maturity or earlier redemption date of holder’s put. These costs are amortized to interest expense over the life of the debt. A portion of the discount was accelerated in proportion to the extent note holder had the right to exercise contingent put to receive cash repayments on account of principal and accrued Interest. During the year ended December 31, 2021, the Company issued a total of 720,085 common shares upon Convertible Note conversion to the noteholder of $5,559 aggregate principal amount. As of December 31, 2021, the Convertible Note’s outstanding principal balance, including interest and net of debt discount and debt issuance cost was $17,699. Subsequent to December 31, 2021, in connection with the 2024 Note Purchase Agreement, the Company issued a total of 7,000 common shares upon debt conversion to the noteholders, with a value of $15. The Company also repaid principal and accrued interest of approximately $3,500 related to the 2024 Convertible Note. On January 13, 2022, the Company and Catalina LP entered a First Amendments to Secured Convertible Note (the “First Amendment Agreement”), amending certain terms of the original Secured Convertible Note issued by the Company to Catalina. Refer to Note 22, Subsequent Events for more information. Other Borrowings Portugal Debt In January 2021, Clever Leaves Portugal Unipessoal LDA borrowed €1,000 ($1,213) (the “Portugal Debt”), from a local lender (the “Portugal Lender”) under the terms of its credit line agreement. The Portugal Debt pays interest quarterly at a rate of Euribor plus 3.0 percentage points. This loan is secured by our mortgaged asset. Principal will be repaid through quarterly installments of approximately €63 beginning February 28, 2022. As of December 31, 2021, the full amount borrowed was outstanding under the Portugal Debt. Colombia Debt During year 2021, Ecomedics S.A.S. entered into loan agreements with multiple local lenders (collectively, the “Colombia Debt”), under which the Company borrowed approximately COP$5,015,800 ($1,222) of mainly working capital loans. The working capital loans are secured by mortgage of our farm land in Colombia as collateral. These loans bear interest at a range of 12.20% to 12.25% per annum denominated in Colombian pesos. The first payment of the principal and interest will be repaid six months after receiving the loan. After the first payment, the principal and interest will be repaid semi -annually |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | 13. CAPITAL STOCK Common Shares As of December 31, 2020, the Company’s amended and restated articles provided for an unlimited number of voting common shares without par value and an unlimited number of non -voting As of December 31, 2021 and 2020, a total of 26,605,797 and 24,883,024 common shares were issued and outstanding, respectively. Convertible Note due July 2024 In connection with the convertible note purchase agreement, the Company issued a total of 720,085 common shares upon debt conversion to the noteholder for the year ended December 31, 2021. Refer to Note 12 for more information. Subsequent to December 31, 2021, in connection with the 2024 Note Purchase Agreement, the Company issued a total of 7,000 common shares upon debt conversion to the noteholders, with a value of $15. The Company also repaid principal and accrued interest of approximately $3,500 related to the 2024 Convertible Note. Refer to Note 22 Subsequent Events for more information. Preferred Shares As of December 31, 2020, the Company’s amended and restated certificate of incorporation provided for an unlimited number of preferred shares without par value. As of December 31, 2021 and 2020, the Company had no preferred shares issued and outstanding. In April 2020 and in connection with the initial closing of the Series E fundraising, Clever Leaves issued 1,308,733 Class D convertible preferred shares (“Class D Preferred Shares”) (2,015,449 shares of Holdco common share on an as -converted -Exchange cause the Company to purchase up to 711,035 Clever Leaves’ Class C convertible preferred shares (the “Put Right”) (233,788 Holdco common shares on an as -converted -Exchange In April 2020, the investor exercised the Put Right in full and the Company paid the investor $6,250 in exchange for the Company’s purchase and cancellation of 711,035 Class C convertible preferred shares (233,788 Holdco common shares on an as -converted -Exchange In July 2020 and in connection with a subsequent closing of the Series E fundraising, the Company issued 363,636 Class D Preferred Shares (559,999 Holdco common shares on an as -converted -Exchange -converted -Exchange -converted -Exchange Class D Preferred Shares vote together with the Clever Leaves common shares, and are not considered a separate class for voting purposes, except as required by law or in cases of dissolution, liquidation, windup or bankruptcy proceedings which require the consent of a majority of the shareholders of Class D Preferred Shares. The Class D Preferred Shares carries a liquidation preference (the “Class D Liquidation Preference”) of 1.4 times the original issue price of $11.00 for the one -year -dilution -dilution The Business Combination qualified as an automatic conversion and the Class D Preferred Shares were converted into 3,571,591 Holdco common shares in accordance with the terms of the agreement. As a result of this conversion, the Company recognized approximately $10,219 of non -cash -in Business Combination In connection with the Business Combination, the consolidated statement of shareholders’ equity has been retroactively restated to reflect the number of shares received in the Business Combination. The consolidated statement of shareholders’ equity as of December 31, 2020 reflects the following transactions consummated in connection with the Business Combination in regards to outstanding instruments of Clever Leaves: (i) the conversion of the Series E Convertible Debentures to 984,567 of the Company’s common shares, (ii) the conversion of the redeemable non -controlling -for-one liquidation preference of 1.4x and conversion price per share of $3.288, of Class D Preferred Shares to 3,571,591 of the Company’s common shares triggered by the consummation of the Business Combination (a Class D Liquidation Event), (v) the exercise of the warrants held by Neem Holdings, LLC for 300,000 of the Company’s common shares, and (vi) the recapitalization of 1,168,421 shares and 8,486,300 shares of outstanding SAMA founders stock and SAMA common stock, respectively, to 9,654,721 of the Company’s common shares. In addition, SAMA founders received 1,140,423 common shares in exchange for their SAMA common stock as earn -out The condition for the first 50% of the shares reserve was met in the three months ended March 31, 2021, and therefore 570,212 shares are included in the Company’s statement of shareholders equity. Since then, the performance condition for the remaining 50% of the common shares reserves has not been met, therefore no additional shares were released from escrow. Warrants As of December 31, 2021, excluding the Rock Cliff warrants, the Company had 12,877,361 of its public warrants classified as a component of equity and 4,900,000 of its private warrants recognized as liability. Each warrant entitles the holder to purchase one common share at an exercise price of $11.50 per share commencing 30 days after the closing of the Business Combination and will expire on December 18, 2025, at 5:00 p.m., New York City time, or earlier upon redemption. Once the warrants are exercisable, the Company may redeem the outstanding public warrants at a price of $0.01 per warrant if the last reported sales price of the Company’s common shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company will send the notice of redemption to the warrant holders. The private warrants were issued in the same form as the public warrants, but they (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as they are held by the initial purchasers or their permitted transferees (as defined in the warrant agreement). Once a private warrant is transferred to a holder other than an affiliate or permitted transferee, it is treated as a public warrant for all purposes. The terms of the warrants may be amended in a manner that may be adverse to holders with the approval of the holders of at least a majority 50.1% of the then outstanding warrants. For the year ending December 31, 2021, the Company received total proceeds of $1,410 from the exercise of 122,639 of its public warrants by their holders. In accordance to ASC 815, certain provisions of private warrants that do not meet the criteria for equity treatment are recorded as liabilities with the offset to additional paid -in As of December 31, 2021, the Company performed a valuation of the private warrants and as a result recorded a net gain on remeasurement for the twelve months ended December 31, 2021, of $16,856 in its statement of operations. Series D Convertible Notes due March 2022 In connection with the issuance of the 2022 Convertible Notes, the Company issued 9,509 warrants to acquire Clever Leaves common shares to one of the note holders. The warrants vest when the 2022 Convertible Notes issued to the warrant holder is converted into shares and expire on March 30, 2023. The warrants were cancelled in July 2021 upon repayment of the 2022 Convertible Notes. Refer to Note 12 for more information. Herbal Brands Acquisition In April 2019, the Company issued the Rock Cliff Warrants to purchase 193,402 Clever Leaves Class C convertible preferred shares on a 1:1 basis, at a strike price of $8.79 per share. The fair value of the Rock Cliff Warrants was $717. The warrants can be exercised in part or in whole at any time prior to the expiration date of May 3, 2021, and are not assignable, transferable, or negotiable. The equity classified warrants are amortized to interest expense over the life of the debt. During the year ended December 31, 2021, the Company amortized $410 to interest expense. In August 2020 and in connection with the Company’s modification to the Herbal Brands Loan, the Company extended the expiration date of the Rock Cliff Warrants to May 3, 2023. Following the closing of the Business Combination and pursuant to the terms, the holder of the Rock Cliff Warrants can purchase 63,597 of the Company’s common shares at a strike price of $26.73 per share. Neem Holdings Warrants In November 2020, Clever Leaves issued to Neem Holdings Warrants to purchase the number of Clever Leaves common shares that would entitle Neem Holdings to receive 300,000 Holdco common shares. Warrants were exercisable for all, but not less than all, of the Warrant Shares and expire at the earlier of (i) the date and time that the Business Combination Agreement is terminated in accordance with its terms; and (ii) the Closing Date. Following the successful closing of the Business Combination Agreement, Neem Holdings exercised their right and as a result the Company issued 300,000 Holdco common shares for an aggregate purchase price of $3. Refer to Note 12 for more information on the Neem Holdings Convertible Note. |
General and Administration
General and Administration | 12 Months Ended |
Dec. 31, 2021 | |
General And Administration [Abstract] | |
GENERAL AND ADMINISTRATION | 14. GENERAL AND ADMINISTRATION The components of general and administrative expenses were as follows: Year ended December 31, 2021 December 31, 2020 Salaries and benefits $ 14,309 $ 13,354 Office and administration 5,024 3,319 Professional fees 6,227 6,985 Share based compensation 11,451 1,652 Rent 1,082 1,700 Other (a) 305 1,809 Total $ 38,398 $ 28,819 (a) The Company reclassified $1,009 research and development (“R&D”) expenses, reported in previous period in other general & administrative expense to R&D expense, as presented on the Consolidated Statements of Operations, to conform to the current period presentation. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 15. SHARE-BASED COMPENSATION Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan The Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan, as amended (the “2018 Plan”) provides for the Company to grant incentive stock options, nonqualified stock options, restricted share units (“RSUs”) and other share -based -employee As of December 31, 2020, the Company had reserved 4,500,000 common shares for issuance to its employees, directors, outside advisors and non -employee ten four Clever Leaves Holdings Inc. 2020 Incentive Award Plan In connection with the Business Combination, the Company adopted the Clever Leaves Holdings Inc. 2020 Incentive Award Plan (the “2020 Plan”) which provides for the Company to grant incentive stock options, nonqualified stock options, RSUs and other shares -based -employee Under the 2020 Plan, the Company had reserved 2,813,215 common shares for issuance to its employees, directors, outside advisors and non -employee ten four Subsequent to December 31, 2021, the Company granted 1,741,659 RSUs to its management, employees, and outside advisors available under the 2020 Incentive Award Plan. The vesting period of these grants range from 1 to 4 years. Please refer to Note 22 for more details. Clever Leaves Holdings Inc. 2020 Earnout Award Plan In connection with the Business Combination, the Company adopted the Clever Leaves Holdings Inc. 2020 Earnout Award Plan (the “Earnout Plan”). The purpose of the Earnout Plan is to provide equity awards following the closing of the Business Combination to certain directors, employees and consultants that have contributed to the Business Combination. Under the Earnout Plan, (i) shares constituting 50% of the share reserve were to be issuable only if the closing price of the Company’s common shares on Nasdaq equals or exceeds $12.50 per share (as adjusted for shares splits, reverse splits, stock dividends, reorganizations, recapitalizations or any similar event) for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the closing (which condition was met on March 16, 2021), and (ii) shares constituting the remaining 50% of the share reserve will be issued only if the closing price of the Company’s common shares on Nasdaq equals or exceeds $15.00 per share (as adjusted for stock splits, reverse splits, stock dividends, reorganizations, recapitalizations or any similar event) for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary (December 18, 2024) of the closing. Equity awards granted prior to these hurdles being met will vest only if the applicable hurdles are achieved; equity awards granted following the hurdles being achieved need not include the hurdles. In addition, the Company’s board of directors may choose to impose additional vesting conditions. The 2018 Plan, 2020 Plan, and Earnout Plan are administered by the Company’s board of directors or, at the discretion of the Company’s board of directors, by a committee thereof. The exercise prices, vesting and other restrictions are determined at the discretion of the Company’s board of directors, or its committee if so delegated. The Company’s board of directors values the Company’s common shares, taking into consideration the most recently available valuation thereof performed by third parties, as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. As of December 31, 2021 and December 31, 2020, 35,602 and 1,440,000 common shares, respectively, were available for future issuance under the 2020 Earnout Award Plan. Share-Based Compensation Expense The following table summarizes the Company’s share -based Year Ended December 31, 2021 December 31, 2020 Share-based compensation award type: Stock Options 1,293 1,366 RSUs 10,158 286 Total Shared Based Compensation Expense 11,451 1,652 The Company recognized share -based Share-Based Award Valuation The following table presents the weighted average assumptions used in the Black -Scholes Weighted Average Assumptions December 31, December 31, Risk-free interest rate 0.78% – 1.09% 0.22% – 0.41% Expected dividend yield 0.0% 0.0% Expected volatility 75% to 90% 85% to 90% Expected life (in years) 5.00 – 6.25 0.14 – 5.00 Stock Options The following table summarizes the Company’s stock option activity during the twelve months ended December 31, 2021 and 2020: Stock Options Weighted-Average Exercise Weighted-Average Aggregate Intrinsic Value Balance as at December 31, 2019 1,195,544 $ 14.18 3.21 $ 3,194 Granted 121,291 $ 6.71 3.64 $ — Exercised (88,706 ) $ 0.24 — $ 705 Forfeited (331,241 ) $ 11.86 — $ — Balance as at December 31, 2020 896,888 $ 5.22 3.96 $ 2,889 Granted 64,736 $ 13.81 9.23 Exercised (40,942 ) $ 0.24 — $ 434 Forfeited (46,830 ) $ 10.65 — $ — Expired (89,659 ) $ 9.43 — $ — Balance as at December 31, 2021 784,193 $ 5.91 3.68 $ — Vested and expected to vest as at December 31, 2021 772,912 $ 5.85 3.69 $ — Vested and exercisable as at December 31, 2021 496,830 $ 5.83 3.61 $ — The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common shares for all stock options that had exercise prices lower than the fair value of the Company’s common shares. The weighted -average -date The share -based Restricted Share Units Time-based Restricted Share Units The fair value for time -based The following table summarizes the changed in the Company’s time -based Restricted Share Units Weighted-Average Unvested as of December 31, 2019 — $ — Granted 83,715 $ 3.25 Vested (2,989 ) $ 3.25 Canceled/forfeited (2,092 ) $ 3.25 Unvested as of December 31, 2020 78,634 $ 3.25 Granted 592,213 12.61 Vested (151,000 ) 13.86 Canceled/forfeited (17,146 ) 7.86 Unvested as of December 31, 2021 502,701 $ 10.93 The stock -based -based Market-based Restricted Share Units During the year ended December 31, 2021, the Company granted RSUs with both market conditions and a service condition (market -based -based -based -based -price The following table represents the weighted -average -based Weighted Average Assumptions December 31, Grant date share price $ 13.68 Risk-free interest rate 0.52% Expected dividend yield 0.0% Expected volatility 90% Expected life (in years) 1.3 – 3.8 The following table summarizes the change in the Company’s market -based Restricted Share Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 — $ — Granted 1,256,785 13.06 Vested (117,895 ) 13.91 Canceled/forfeited (65,559 ) 13.53 Unvested as of December 31, 2021 1,073,331 $ 12.94 There was no market -based The share -based -based |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 16. REVENUE Disaggregation of Revenue See Note 17 Segment Reporting for disaggregation of revenue data. Contract Balances The timing of revenue recognition, billing and cash collections results in billed accounts receivable, deferred revenue primarily attributable to advanced customer payment, on the Consolidated Statements of Financial Position. Accounts receivables are recognized in the period in which the Company’s right to the consideration is unconditional. The Company’s contract liabilities consist of advance payment from a customer, which is classified on the Consolidated Statements of Financial Position as current and non -current As of December 31, 2021, the Company’s deferred revenue, included in current liabilities and non -current As of December 31, 2020, the Company’s deferred revenue, included in current liabilities and non -current |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 17. SEGMENT REPORTING Operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the Company’s Chief Executive Officer, “CEO”) in deciding how to allocate resources and in assessing the Company’s performance. Operating segments for the Company are organized by product type and managed by segment managers who are responsible for the operating and financial results of each segment. Due to the similarities in the manufacturing and distribution processes for the Company’s products, much of the information provided in these consolidated financial statements and the footnotes to the consolidated financial statements, is similar to, or the same as, that information reviewed on a regular basis by the Company’s CEO. The Company’s management evaluates segment profit/loss for each of the Company’s operating segments. The Company defines segment profit/loss as income from continuing operations before interest, taxes, depreciation, amortization, share -based -segment As of December 31, 2021 and 2020, the Company’s operations were organized in the following two reportable segments: 1. The Cannabinoid operating segment: comprised of the Company’s cultivation, extraction, and commercialization of cannabinoid products. This operating segment is in the early stages of commercializing cannabinoid products internationally pursuant to applicable international and domestic legislation, regulations, and other permits. The Company’s principal customers and sales for its products are primarily outside of the U.S. 2.Non -Cannabinoid The following table is a comparative summary of the Company’s net sales and segment profit for by reportable segment for the periods presented: Year ended December 31, 2021 December 31, 2020 Segment Net Sales: Cannabinoid $ 3,242 $ 2,511 Non-Cannabinoid 12,132 9,606 Total Net Sales 15,374 12,117 Segment Profit (Loss): Cannabinoid (16,915 ) (18,798 ) Non-Cannabinoid 2,631 1,863 Total Loss $ (14,284 ) $ (16,935 ) Reconciliation: Total Segment Loss (14,284 ) (16,935 ) Unallocated corporate expenses (11,196 ) (6,405 ) Non-cash share based compensation (11,451 ) (1,652 ) Depreciation and amortization (1,768 ) (1,854 ) Goodwill impairment (18,508 ) (1,682 ) Loss from operations $ (57,207 ) $ (28,528 ) (Gain) loss on debt extinguishment, net (3,262 ) 2,360 Gain on remeasurement of warrant liability (16,856 ) (10,780 ) Loss on fair value of derivative instrument — 657 Loss on investments — 464 Foreign exchange loss 1,276 491 Interest expense 6,818 4,455 Other income, net (502 ) (284 ) Loss from operations before income taxes and equity investment loss $ (44,681 ) $ (25,891 ) Customers with an accounts receivable balance of 10% or greater of total accounts receivable and customers with net revenue of 10% or greater of total revenues are presented below for the periods indicated: Percentage of Revenues Percentage of Accounts Receivable 2021 2020 2021 2020 Customer A (a) * * * 40 % Customer B (a) * * * 23 % Customer C (b) 17 % 21 % 25 % 11 % Customer D (a) * * 18 % * * denotes less than 10% (a) net sales attributed are reflected in the cannabinoid segments (b) net sales attributed are reflected in the non -cannabinoid During 2021 and 2020, the Company’s net sales for the non -cannabinoid December31, December31, Long-lived assets Cannabinoid $ 30,709 $ 25,485 Non-Cannabinoid 216 176 Other (a) 7 19 $ 30,932 $ 25,680 ____________ (a) “Other” includes long -lived Long -lived -current -lived The following table disaggregates the Company’s revenues by channel for the for the periods presented: Year ended December 31, December 31, Mass retail $ 8,070 $ 6,879 Distributors 5,835 4,036 Specialty, health and other retail 945 689 E-commerce 524 513 $ 15,374 $ 12,117 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 18. INCOME TAX Income tax recognized in the statement of operations: Year ended December 31, 2021 December 31, 2020 Current tax Current tax expense in respect of the current year $ — $ — Deferred tax Deferred tax expense (recovery) in the current year 950 — Total income tax expense recognized in the current year $ 950 $ — The reconciliation of income tax expense attributable to loss before income taxes differs from the amounts computed by applying the combined federal and provincial combined tax rate of 27% (2020 – 27%) of pre -tax Year ended December 31, December 31, Net loss before income tax $ (44,681 ) $ (25,891 ) Expected federal income tax recovery calculated at 27% (a) (12,064 ) (6,992 ) Effect of income/expenses, net, that are not (taxable)/deductible (permanent differences) in determining taxable profit 3,493 (1,454 ) Tax rates differences applicable to foreign subsidiaries (708 ) (143 ) Adjustments related to prior years 0 958 Change valuation allowance 7,988 8,009 Foreign exchange 1,226 (378 ) Changes in tax rates 950 — Other 65 — Income tax expense $ 950 $ — ____________ (a) Due to the substantial alignment of the taxable income base between Canada and its provinces, the combined federal and provincial rate has been used as the reconciliation rate. The following net deferred tax assets are not recognized in the consolidated financial statements due to the unpredictability of future income as of the periods presented: Year ended December 31, 2021 December 31, 2020 Deferred tax asset (liability) Non-capital losses carry forward $ 24,139 $ 18,436 Capital losses carryforward 98 98 Other 3,765 1,697 Property, plant and equipment 595 279 Intangibles 581 441 Deferred tax assets $ 29,178 $ 20,951 Valuation allowance (28,513 ) (20,525 ) Intangible assets (6,650 ) (5,700 ) Other (665 ) (426 ) Net deferred tax liability $ (6,650 ) $ (5,700 ) As at December 31, 2021, the Company has operating losses, which may be carried forward to apply against future year’s income tax for income tax purposes, subject to final determination by taxation authorities and expiring as follows: Canada United States Colombia United Portugal Germany Total 2030 $ — $ — $ 2,689 $ — $ — $ — $ 2,689 2031 — — 12,395 — 1,909 — $ 14,304 2032 — — 6,135 — 4,088 — $ 10,223 2033 — — 7,591 — 4,159 — $ 11,750 2037 — 641 — — — — $ 641 2038 117 — — — — — $ 117 2039 1,058 — — — — — $ 1,058 2040 11,605 — — — — — $ 11,605 2041 9,297 — — — — — $ 9,297 Indefinite — 13,520 — — — 9,103 $ 22,623 Total $ 22,077 $ 14,161 $ 28,810 $ — $ 10,156 $ 9,103 $ 84,307 Should all of the deferred tax assets be recognized as an asset in the future, approximately $390 of the benefit would be credited to share capital. Due to the losses sustained by the Company in the current and prior periods, no amount of deferred tax related to investments in subsidiaries has been recognized. Uncertain Tax Benefits The Company has recorded no provisions for, or reserved amounts related to unrecognized deferred tax assets in respect of, uncertain tax benefits during calendar year December 31, 2021 and 2020. The Company did not record any expenses related to interest or penalties related to income taxes during calendar year December 31, 2021 and 2020. All years since the incorporation of the Company and its subsidiaries remain open to be audited by tax authorities. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 19. NET LOSS PER SHARE Basic net loss per share is calculated by dividing net loss by the weighted -average -average -stock The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share: Year Ended December 31, 2021 December 31, 2020 Numerator: Net loss $ (45,726 ) $ (25,895 ) Adjustments to reconcile to net loss available to common stockholders: Accretion of Class D preferred shares to liquidation preference on automatic conversion — 10,219 Net loss – basic and diluted $ (45,726 ) $ (36,114 ) Denominator: Weighted-average common shares outstanding – basic and diluted 25,690,096 10,815,580 Net loss per common share – basic and diluted $ (1.78 ) $ (3.34 ) The Company’s potentially dilutive securities, which include common stock warrants, stock options, and unvested restricted stock have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted -average The Company excluded the following potential common shares, presented based on amounts outstanding at December 31, 2021 and 2020, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti -dilutive December 31, December 31, Common stock warrants 17,840,951 17,963,591 SAMA earnout shares 570,211 1,140,423 Stock options 784,193 896,888 Unvested restricted share units 1,576,031 78,634 Total 20,771,386 20,079,536 |
Contingencies and Commitments
Contingencies and Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | 20. CONTINGENCIES AND COMMITMENTS The Company is involved in various legal claims and actions arising in the normal course of the Company’s operations. Although the outcome of these claims cannot be predicted with certainty, the Company does not expect these matters to have a material adverse effect on the Company’s financial position, cash flows or results of operations. Lease Commitments The Company and its subsidiaries lease its office facilities and cannabis related facilities in the United States and Colombia under non -cancellable Undiscounted future minimum annual lease payments for the next five Lease Commitments 2022 $ 1,910 2023 1,562 2024 845 2025 337 2026 152 Thereafter 286 Total $ 5,092 Purchase Commitments The Company does not have any commitments to purchase raw materials at specific prices under any supplier contracts. Additionally, the Company is committed to pay approximately $2,350 for insurance coverage. In 2020, the Company was committed to pay approximately $2,800 for insurance coverage. See Note 12 for information on the Company’s debt obligations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 21. RELATED PARTY TRANSACTIONS The Company entered into a guaranty (the “Guaranty”) in favor of Rock Cliff on May 3, 2019 in connection with the Herbal Brands Loan to its subsidiary Herbal Brands, Inc. The Guaranty was a condition of the Herbal Brands Loan, which enabled the Herbal Brands acquisition. Pursuant to the Guaranty, the Company guaranteed Herbal Brands’ payment obligations under the Herbal Brands Loan and related loan documents, including the payment of the $8,500 principal amount of the Herbal Brands Loan, the interest at the 8% rate, as well as the payment of Rock Cliff’s related out -of-pocket As part of the Herbal Brands acquisition financing, the Company also issued warrants to Rock Cliff, to purchase 193,402 Class C preferred shares of Clever Leaves on a 1:1 basis, at a strike price of $8.79 per share, with a relative fair value of approximately $717. The warrants can be exercised in part or in whole at any time prior to the expiration date of May 3, 2023, and are not assignable, transferable, or negotiable. Following the closing of the Business Combination and pursuant to the terms, the holder of the Rock Cliff Warrants can purchase 63,597 of the Company’s common shares at a strike price of $26.73 per share. Refer to Note 8, Note 12, and Note 13 for more information on the Herbal Brands acquisition and related financing. On November 9, 2020, Clever Leaves and the Company entered into the Neem Holdings Convertible Note and the Neem Holdings Warrants with Neem Holdings, a shareholder of the Company. Upon consummation of the Business Combination, the Company repaid the Neem Holdings Convertible Note in full and Neem Holdings exercised the Neem Holdings Warrants. See Note 12 for more information. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS The Company has evaluated its subsequent events from December 31, 2021 through the date these consolidated financial statements were issued and has determined that there are no subsequent events requiring disclosure in these consolidated financial statements other than the items noted below. 2024 Convertible Note-Redemption Subsequent to December 31, 2021, in connection with the 2024 Note Purchase Agreement, the Company issued a total of 7,000 common shares upon debt conversion to the noteholders, with a value of $15. The Company also repaid principal and accrued interest of approximately $3,500 related to the 2024 Convertible Note. As of March 22, 2022, the outstanding balance on the Convertible Note payable was approximately $16,395. First Amendment to Secured 2024- Convertible Note On January 13, 2022, the Company and Catalina LP entered the First Amendment to the Secured Convertible Note (the “First Amendment Agreement”), amending certain terms of the original Secured Convertible Note issued by the Company to Catalina. These amendments are temporary amendments that expire on July 19, 2022, at which time the terms of the original note apply with respect to such amendments. The First Amendment Agreement allows Catalina to elect to receive cash repayment on account of Principal if the closing price per share of the Company’s common shares on the Nasdaq Capital Market is below $2.20 (from $7.00 in the original Secured Convertible Note) on any 10 of the previous 20 trading days. The terms of the Original Note will apply to redemptions or repayments after July 19, 2022, unless further amended by the parties thereto. For more information refer to exhibit 10.59 incorporated herein by reference, in Part IV, Exhibits, of this Annual Report on Form 10 -K Investment in Cansativa On February 1, 2022, the Company signed an agreement, which is subject to regulatory approval with Germany, to sell 1,586 shares of investment in Cansativa for approximately EUR 2,300, resulting in a gain of approximately $2,055. As a result of this sale, the Company’s equity ownership of Cansativa, on a fully diluted basis, decreased from 14.22% to approximately 9% of the book value of Cansativa net assets. This change did not impact the equity method classification. Grant of RSUs On January 14, 2022, the Company granted 1,741,659 RSUs to its management, employees, and outside advisors available under the 2020 Incentive Award Plan. The vesting period of these grants range from 1 to 4 years. Please refer to Note 15 for more details on the 2020 Incentive Award Plan. Equity Distribution Agreement On January 14, 2022, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC, as sales agent (the “Agent”). Under with the terms of the Equity Distribution Agreement, the Company may issue and sell its common shares, without par value, having an aggregate offering price of up to $50,000 from time to time through the Agent. The issuance and sale of the common shares under the Equity Distribution Agreement have been made, any such future sales will be made, pursuant to the Company’s effective registration statement on Form S -3 -262183 -the-market -K -3 -third -voting -affiliates -days -K -third Subject to terms of the Equity Distribution Agreement, the Agent is not required to sell any specific number or dollar amount of common shares but has agreed to act as the Company’s sales agent, using commercially reasonable efforts to sell on the Company’s behalf all of the common shares requested by the Company to be sold, consistent with the Agent’s normal trading and sales practices, on terms mutually agreed between the Agent and the Company. The Agent is entitled to compensation under the terms of the Equity Distribution Agreement at a fixed commission rate not to exceed 3.0% of the gross proceeds from each issuance and sale of common shares. As of March 22, 2022, the Company has issued and sold 2,801,997 shares pursuant to the ATM offering, for aggregate net proceeds of $3,316 and may issue and sell additional shares, subject to the limitations described above. Warrant Waiver Agreement On February 2, 2022, (the Sponsor entered into a Waiver of Certain Rights (the “Waiver”) with the Company, pursuant to which the Holder (1) waived its right to exercise any of its 4,900,000 warrants to purchase common shares, which waiver shall terminate upon 61 days’ prior written notice to the Company; (2) waived its right to nominate a director to the board of directors of the Company (the “Board”) pursuant to the Investors’ Rights Agreement, dated December 18, 2020, by and among the Company, the Holder and certain investors named therein, until the earlier of when George J. Schultze (i) is no longer a member of the audit committee of the Board (the “Audit Committee”) or (ii) ceases to be a eligible to be a member of the Audit Committee under the rules and regulations of Nasdaq (the period commencing on February 2, 2022 and ending on such date, the “Restricted Period”); (3) agreed not to acquire, directly or indirectly, by means of purchase or in any other manner, beneficial or economic ownership of any securities of the Company during the Restricted Period; and (4) agreed that it will not, without prior written consent of the Board, dispose of any Common Shares, warrants or any securities convertible into, or exercisable, or exchangeable for, Common Shares until the date that is twelve (12) months after the date of the Waiver. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the consolidated financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its consolidated financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. |
Consolidation | Consolidation The determination of whether or not to consolidate entities under U.S. GAAP requires significant judgment. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The Company treats transactions with non -controlling -controlling -controlling In regard to the Company’s interests in entities that do not meet the requirements for consolidation, refer to Investments |
Foreign Currencies | Foreign Currencies The functional currency of the Company, and for each subsidiary, is the currency of the primary economic environment in which it operates. All figures presented in the consolidated financial statements are reflected in U.S. dollars, which is the functional currency of the Company and all of its subsidiaries. Once the Company determines the functional currency of a subsidiary, it is consistently used unless there are significant and clear indications that the functional currency has changed in economic facts and circumstances. Previously issued financial statements are not restated for any change in the functional currency. Any transactions not denominated in the Company’s functional currency are considered foreign currency transactions, and exchange differences arising from translation are recognized in profit or loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents -term |
Restricted Cash | Restricted Cash Restricted cash is comprised of cash on deposit for payments related to the cash on deposit for certain of the Company’s lease arrangements. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company limits its exposure by primarily placing its cash in accounts with high credit quality financial institutions. Cash and cash equivalents are comprised of cash balances at financial institutions and highly liquid short -term The Company derives its accounts receivable from revenues earned from customers. The Company bases credit decisions primarily on a customer’s past credit history, before the customer is granted standard credit terms, which range from net 30 to 60 days. As of December 31, 2021, three of the Company’s customers accounted for an aggregate of approximately 43% of the Company’s outstanding accounts receivable. As of December 31, 2020, three of the Company’s customers accounted for an aggregate of approximately 74% of the Company’s outstanding accounts receivable. |
Accounts Receivable | Accounts Receivable Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by an allowance for doubtful accounts for balances which are estimated to be uncollectible at period end. Allowance for Doubtful Accounts The Company records it allowance for doubtful accounts based on its assessment of various factors, including historical experience, age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other factors that may affect the customers’ ability to pay. Allowance for doubtful accounts as of December 31, 2021 was $917. The Company did not record allowance for doubtful accounts as of December 31, 2020. |
Prepaid Expenses, Deposits and Advances | Prepaid Expenses, Deposits and Advances Prepaid expenses, deposits, and advances primarily represent amounts previously paid to vendors for security deposits and supplies, leased premises, facility construction and expansion projects not yet delivered. |
Other Receivables | Other Receivables Other receivables arise from transactions other than credit sales. The Company’s other receivables primarily relate to value added taxes, other taxes and recoverable sales. |
Inventories | Inventories Inventories consist of raw materials, work -in-progress Raw materials • • Work-in-progress • • Finished goods • • The Company writes down inventory for any obsolescence during the period or when the net realizable value of inventory is less than the carrying value. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. Any inventory write -downs |
Investments | Investments The Company determines the appropriate classification of its equity investments at the date of purchase and reevaluates the classification at the statement of financial position date. The Company measures equity instruments at fair value and recognizes any changes in fair value in its consolidated statement of operations. The Company measures equity investments without a readily determinable fair value that do not qualify for the net asset value practical expedient under Topic 820 at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In regards to the Company’s interests in entities that do not meet the requirements for consolidation, the Company uses either the cost method of accounting whereby it records the investments at historical cost (as a policy choice in accordance with ASC 321 measurement alternative) or the equity method of accounting whereby it records its share of the underlying income or loss of these entities, as well as adjustments for basis differences. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of an entity requires judgment based on the facts and circumstances surrounding each individual entity. |
Equity Method Investments | Equity Method Investments Investments are assessed to determine whether they qualify as an investment in an entity that does not represent a controlling financial interest but provides the Company with significant influence in the investee. The Company determines whether the equity investment is an in -substance Investments where the Company has the ability to exercise significant influence in the investee qualify for equity method accounting and are presented separately on the consolidated statements of financial position. The equity method investment is recognized using a cost accumulation model, based on the cost of consideration transferred and related transaction costs. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments are measured and reported at fair value, which is the price receivable upon sale of an asset or payable upon transfer of a liability in the principal or most advantageous market for the asset or liability, conducted in an orderly transaction between market participants at the measurement date. Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable (trade and accrued liabilities) approximate their fair value, as the time between initiation and the eventual realization of their value is relatively short -term The fair value hierarchy is based on the lowest level input that is significant to the fair value measurement as a whole: • • • For assets and liabilities recognized at fair value on a recurring basis, the Company reassesses categorization to determine whether changes have occurred between the hierarchy levels at the end of each reporting period. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net is recorded at cost, net of accumulated depreciation and any accumulated impairment losses, if applicable. Attributed costs include the original cost of the item, any direct materials and labor to bring the asset into working condition, borrowing costs, and costs of replacing parts if the recognition criteria are met. All other repair and maintenance costs are recognized in the consolidated statement of operations as incurred. Depreciation begins when the asset becomes available for use and is calculated on a straight -line Estimated Useful Life Land N/A – indefinite Buildings & warehouse 2 – 40 years Leasehold improvements Shorter of lease term or useful life Furniture and appliances 5 years Agricultural equipment 2 – 10 years Computer equipment 3 years Laboratory equipment 3 – 20 years The Company reviews the depreciation method, residual values, and useful lives of property, plant and equipment at least annually and adjusts prospectively, if appropriate. The carrying amount of an asset and any significant part is derecognized on disposal of the asset, or when no future economic benefits are expected from its continued use. Any gain or loss arising on derecognition of the asset (equal to the difference between the net disposal proceeds and the carrying amount) is included in the consolidated statement of operations in the period of derecognition. Long -lived -lived Borrowing costs, which consist of interest and other costs incurred by the Company in connection with the borrowing of funds, are capitalized as part of the cost of a qualifying asset if it is directly attributable to the acquisition, construction or production of the respective asset. All other borrowing costs are expensed in the period in which they are incurred. |
Intangible Assets | Intangible Assets Intangible assets include the licenses acquired as part of the acquisition of Herbal Brands and Clever Leaves through business combinations (Note 9), as well as trade name, customer relationships, contracts and customer lists. Intangible assets acquired in a business combination are initially recognized as cost at their fair value based on the present value of expected future cash flows as at the date of acquisition. After initial measurement, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses. Costs of internally developed intangible assets are not capitalized, and related expenditures are recognized in profit or loss as incurred. Intangible assets are assessed to determine whether they have finite or indefinite useful lives, and the carrying values and remaining estimated useful lives are subject to impairment testing to determine if events or circumstances warrant a revision. Intangible Assets with Finite Useful Lives Intangible assets with finite lives are amortized over their respective useful economic lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The Company reviews the amortization period and the amortization method for an intangible asset with a finite useful life on an annual basis. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates to be applied prospectively. The amortization expense on intangible assets with finite lives is recognized in profit or loss. The finite lived intangible assets acquired in the Herbal Brands acquisition and the related estimated useful lives at time of acquisition were as follows: Remaining Useful Life at the Acquisition Date (In Years) Finite-lived intangible assets: Customer contracts 8.7 Customer relationships 4 – 7 Customer list 5 Brand 10 Amortization of finite lived intangibles is calculated on a straight — line basis over the estimated useful lives of the assets. Intangible Assets with Indefinite Useful Lives Intangible assets with indefinite useful lives are not amortized but are subject to impairment testing at least annually. The assessment of indefinite life is reviewed on an annual basis to determine whether the indefinite life is still appropriate. If not, the change in useful life from indefinite to finite is made on a prospective basis as a change in accounting estimate. Intangible assets are not revalued subsequently. Intangible assets are subject to impairment testing at least annually and such test considers the estimated future cash flows expected to result from use of the intangible asset or asset group, and eventual disposal. An indefinite -life |
Business Combinations and Goodwill | Business Combinations and Goodwill The Company accounts for an acquisition of a business using the acquisition method. When control of another entity is obtained, the Company measures the underlying transaction at fair value, and establishes the basis on which the assets, liabilities, and non -controlling To be considered a business combination, the acquired entity must meet the definition of a business under Topic 805, which states that a business must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs as a result of revenue -generating The consideration transferred to the acquirer is measured at fair value at the date of acquisition, and includes assets transferred and liabilities assumed by the Company upon acquisition. The identifiable assets and liabilities that are exchanged as part of the business combination, and which meet the definition of assets and liabilities, are recognized separately from goodwill at the date of acquisition and measured on the acquisition date at their fair values. The non -controlling Goodwill is initially measured as a residual, recognized as an asset and represents the excess of the aggregate of consideration transferred in the business combination, the amount of any non -controlling After initial recognition, goodwill is not subject to amortization but rather is tested for impairment at least annually, or when an event or change in circumstance indicates that the carrying value of the asset may not be recoverable. See Note 10 for the Company’s goodwill information. |
Warrant Liability | Warrant Liability Warrants are accounted for in accordance with the applicable authoritative accounting guidance as either liabilities or as equity instruments depending on the specific terms of the agreements. Liability -classified |
2024 Note Purchase Agreement | 2024 Note Purchase Agreement On July 19, 2021, the Company entered into a Note Purchase Agreement with Catalina LP (the “Note Purchase Agreement”) and issued a secured convertible note (the “Convertible Note”) to Catalina LP pursuant to the Note Purchase Agreement. Based upon the overall assessment of settlement possibilities, the Company concluded that the Convertible Note is not subject to ASC 480. In order for the Convertible Note to be subjected to ASC 480, this obligation must also be the predominant settlement outcome at inception. In the case of the Convertible Note, settlement may be in cash at maturity, converted based upon the First Conversion Feature (fixed rate conversion), converted based upon the Second Conversion Feature (fixed rate conversion), or settled with a variable number of shares under the Share Redemption Feature. Consistent with the objective allowing only a “small” amount of variability in settlement value, the Company determined that in order for the Convertible Note to be subject to ASC 480, there must be a 90% likelihood of settlement using a variable number of shares such that the monetary value is substantially fixed. |
Leases | Leases In February 2016, the FASB issued ASU 2016 -02 -02 -of-use -05 As of December 31, 2021, the Company’s currently accounts for leases under ASC 840. The Company leases its facilities under cancellable and noncancellable operating leases. At commencement, capital leases are recorded with a leased asset and a corresponding liability at an amount equal to the lower of the fair value of the leased assets at lease inception and the present value of the minimum lease payments (using the lower of the lessee’s incremental borrowing rate or interest rate implicit in the lease, if known). Operating leases do not recognize a leased asset or liability in the statement of financial position. Rather, a lessee recognizes the operating expense in the consolidated statement of operations on a straight -line |
Revenue Recognition | Revenue Recognition The Company elected to use the practical expedient prescribed by the standard and applied the standard using a portfolio approach to contracts (or performance obligations) with similar characteristics, as the Company reasonably expects that the effects on the financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. The Company’s policy is to recognize revenue at an amount that reflects the consideration that the Company expects that it will be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company evaluates the transfer of control through evidence of the customer’s receipt and acceptance, transfer of title, the Company’s right to payment for those products and the customer’s ability to direct the use of those products upon receipt. Typically, the Company’s performance obligations are satisfied at a point in time, and revenue is recognized, either upon shipment or delivery of goods. In instances where control transfers upon customer acceptance, the Company estimates the time period it takes for the customer to take possession and the Company recognizes revenue based on such estimates. The transaction price is typically based on the amount billed to the customer and includes estimated variable consideration where applicable. In instances when the Company’s products are sold under consignment arrangements, the Company does not recognize revenue until control over such products has transferred to the end consumer. The Company’s net revenues are comprised of gross revenues from sales of products less expected product returns, trade discounts and customer allowances, which include costs associated with mark -downs The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. See Note 17 for disaggregated revenue data. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470 -20 |
Share-Based Compensation | Share-Based Compensation The Company grants share -based -based -date -based -line -neutral -Carlo -Carlo -Scholes • Expected Term -point -Carlo -based • Expected Volatility • Expected Dividend Yield • Risk -Free Interest Rate |
Reportable Segments | Reportable Segments Refer to Note 17 for more information on the Company’s operating segments. |
Income Taxes | Income Taxes Current income tax assets and liabilities for the period are measured at the amount expected to be recovered from or paid to the taxation authorities and includes foreign income taxes from the Company’s operations that are consolidated, combined, for accounted for under the equity method. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. The Company recognizes any interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying Consolidated Statements of Net Loss and Comprehensive Loss. |
Net Loss Per Share | Net Loss Per Share The Company applies the two -class -class -class Basic net loss per share attributable to the Company shareholders is computed by dividing net loss by the weighted -average Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue the Company’s common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the Company unless inclusion of such shares would be anti -dilutive -dilutive |
Research and Development Costs | Research and Development Costs The Company expenses research and development (“R&D”) costs as incurred. R&D includes expenditures for new products and process innovation, as well as significant technological improvements to existing products and processes. The Company’s R&D expenditures primarily consist of payroll -related |
Reclassifications | Reclassifications Certain prior year amounts in the Consolidated Financial Statements have been reclassified to conform to the current year’s presentation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley -K Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019 -12 -12 -12 -12 In January 2020, the FASB issued ASU No. 2020 -01 -01 -01 In October 2020, the FASB issued this ASU No. 2020 -09 -09 -09 |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016 -02 -02 -11 In June 2016, the FASB issued ASU No. 2016 -13 -Credit -13 -13 -looking -for-sale -13 In August 2020, the FASB issued ASU No. 2020 -06 -06 -06 -06 In October 2020, the FASB issued ASU No. 2020 -08 -08 -20-35-33 -08 -08 In October 2020, the FASB issued ASU No. 2020 -10 -10 In May 2021, the FASB issued ASU No. 2021 -04 -50 -40 -Classified -04 -based -04 -classified -04 -04 |
Background on Amended Form 10-K for the year ended December 31, 2020 | Background on Amended Form 10-K for the year ended December 31, 2020 Following the Business Combination consummated on December 18, 2020, the Company had outstanding: a) 13,000,000 of public warrants (the “public warrants”), which were initially issued by SAMA in connection with its initial public offering and assumed by the Company in connection with the consummation of the transactions contemplated by the Business Combination; and b) 4,900,000 of private warrants (the “private warrants” and collectively with the public warrants, the “warrants”) issued simultaneously with the consummation of the Business Combination to Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”). Refer to Note 13 for more information on the warrants’ terms. The Company originally concluded that the warrants met the criteria to be classified as a component of equity. Subsequent to filing our Original Report on March 30, 2021, the staff of the U.S Securities and Exchange Commission (“SEC”) released a statement, Staff Statement on Accounting and Reporting Considerations for warrants Issued by Special Purpose Acquisition Companies (“SPACs”), on April 12, 2021 (the “SEC Statement”). After consideration of the SEC Statement, and in further consideration of the guidance in Accounting Standard Codification (“ASC”) 815 -40 Derivatives and Hedging — Contracts in Entity’s Own Equity -in Fair Value Measurement -K -in-capital -K |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation [Abstract] | |
Schedule of company’s subsidiaries and respective ownership percentage | Subsidiaries Jurisdiction of incorporation Ownership December 31, December 31, Clever Leaves US, Inc. (“SAMA”) Delaware, United States 100 % 100 % NS US Holdings, Inc. Delaware, United States 100 % 100 % Herbal Brands, Inc. Delaware, United States 100 % 100 % 1255096 B.C. Ltd. (“Newco”) British Columbia, Canada 100 % 100 % Northern Swan International, Inc. (“NSI”) British Columbia, Canada 100 % 100 % Arizona Herbal Brands, Inc. (1) British Columbia, Canada 100 % 100 % Northern Swan Management, Inc. British Columbia, Canada 100 % 100 % Clever Leaves Australia Pvt Ltd Australia 100 % N/A Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100 % 100 % Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100 % 100 % Clever Leaves Portugal Unipessoal LDA Portugal 100 % 100 % Clever Leaves II Portugal Cultivation SA Portugal 100 % 100 % Northern Swan Europe, Inc. British Columbia, Canada 100 % 100 % Nordschwan Holdings, Inc. British Columbia, Canada 100 % 100 % Clever Leaves Germany GmbH Hamburg, Germany 100 % 100 % NS Herbal Brands International, Inc. British Columbia, Canada 100 % 100 % Subsidiaries Jurisdiction of incorporation Ownership December 31, December 31, Herbal Brands, Ltd. London, United Kingdom 100 % 100 % Clever Leaves International, Inc. British Columbia, Canada 100 % 100 % Eagle Canada Holdings, Inc. British Columbia, Canada 100 % 100 % Ecomedics S.A.S. (“Ecomedics”) Bogota, Colombia 100 % 100 % Clever Leaves UK Limited London, United Kingdom 100 % 100 % (1) Arizona Herbal Brands, Inc. was dissolved by way of voluntary dissolution under the Business Corporation Act on December 31, 2021. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of property, plant and equipment | Estimated Useful Life Land N/A – indefinite Buildings & warehouse 2 – 40 years Leasehold improvements Shorter of lease term or useful life Furniture and appliances 5 years Agricultural equipment 2 – 10 years Computer equipment 3 years Laboratory equipment 3 – 20 years |
Herbal Brands, Inc. [Member] | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of finite-lived intangible assets acquired as part of business combination | Remaining Useful Life at the Acquisition Date (In Years) Finite-lived intangible assets: Customer contracts 8.7 Customer relationships 4 – 7 Customer list 5 Brand 10 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value, assets and liabilities measured on recurring basis | Level 1 Level 2 Level 3 Total As of December 31, 2021 Assets: Investment – Cansativa — — 1,458 1,458 Total Assets $ — $ — $ 1,458 $ 1,458 Liabilities: Loans and borrowings — 7,396 — 7,396 Warrant liability — — 2,205 2,205 Convertible notes — 17,699 — 17,699 Total Liabilities $ — $ 25,095 $ 2,205 $ 27,300 As of December 31, 2020 Assets: Investment – Cansativa — — 1,553 1,553 Total Assets $ — $ — $ 1,553 $ 1,553 Liabilities: Loans and borrowings $ — $ 6,701 $ — $ 6,701 Warrant Liability — — 19,061 $ 19,061 Convertible notes — 27,142 — 27,142 Total Liabilities $ — $ 33,843 $ 19,061 $ 52,904 |
Schedule of change in fair value of warrant liabilities related to private warrants | Private Placement Warrants: Total Warrant Warrant liability at December 31, 2020 $ 19,061 Change in fair value of warrant liability (16,856 ) Warrant liability at December 31, 2021 $ 2,205 |
Schedule of the fair value of its private warrants using the Monte Carlo simulation model | As of December 31, December 31, Risk-free interest rate 1.11 % 0.43 % Expected volatility 60 % 60 % Share Price $ 3.10 $ 8.90 Exercise Price $ 11.50 $ 11.50 Expiration date December 18, 2025 December 18, 2025 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31, 2021 December 31, 2020 Raw materials $ 1,477 $ 1,148 Work in progress – cultivated cannabis 1,241 1,482 Work in progress – harvested cannabis and extracts 1,070 274 Finished goods – cannabis extracts 11,432 7,003 Finished goods – other 188 283 Total $ 15,408 $ 10,190 |
Prepaids, Deposits and Advanc_2
Prepaids, Deposits and Advances (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Prepaids and Advances | December 31, 2021 December 31, 2020 Prepaid expenses $ 935 $ 1,404 Deposits 47 109 Other advances 1,686 1,661 Total $ 2,668 $ 3,174 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of reconciliation of elements of business combination | Recapitalization Cash – SAMA trust and cash, net of redemptions $ 86,644 Cash – SAMA PIPE 6,000 Non-cash PIK (2,881 ) Cash assumed from SAMA 698 Cash consideration to certain Clever Leaves shareholders (3,057 ) Less: transaction costs and advisory fees (13,895 ) Net Business Combination $ 73,509 Non-cash PIK 2,881 Deferred issuance costs 1,503 Warrant liability (29,841 ) Net liabilities assumed from SAMA (258 ) Net contributions from Business Combination $ 47,794 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived and indefinite-lived intangible assets | December 31, 2021 Gross Carrying Accumulated Net Carrying Weighted- Average Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 487 513 3.4 Customer list 650 346 304 2.3 Brand 4,516 1,216 3,300 7.3 Total finite-lived intangible assets $ 7,091 $ 2,974 $ 4,117 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 2,974 $ 23,117 December 31, 2020 Gross Carrying Accumulated Net Carrying Weighted-Average Finite-lived intangible assets: Customer contracts $ 925 $ 525 $ 400 0.5 Customer relationships 1,000 304 696 4.4 Customer list 650 217 433 3.3 Brand 4,516 766 3,750 8.3 Total finite-lived intangible assets $ 7,091 $ 1,812 $ 5,279 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 |
Schedule of finite-lived intangible assets amortization expense | Estimated Amortization Expense 2022 $ 795 2023 715 2024 542 2025 542 2026 482 Thereafter 1,041 Total $ 4,117 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in Goodwill | The following table presents the changes in goodwill by segment: Cost Cannabinoid Non-Cannabinoid Total Balance at December 31, 2019 $ 18,508 $ 1,682 $ 20,190 Impairment $ — $ (1,682 ) $ (1,682 ) Balance at December 31, 2020 $ 18,508 $ — $ 18,508 Impairment (18,508 ) — (18,508 ) Balance at December 31, 2021 $ — $ — $ — |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, 2021 December 31, 2020 Land $ 5,065 $ 5,065 Building & warehouse 13,381 8,464 Laboratory equipment 6,295 5,942 Agricultural equipment 2,404 1,904 Computer equipment 1,681 1,534 Furniture & appliances 852 819 Construction in progress (b) 5,709 4,288 Other 1,247 1,020 Property, plant and equipment, gross 36,634 29,036 Less: accumulated depreciation (5,702 ) (3,356 ) Property, plant and equipment, net $ 30,932 $ 25,680 (a) The Company recorded total depreciation expense in the Consolidated Statement of Operations for approximately $2,346 and $2,359 in 2021 and 2020, respectively. Total depreciation for the year ended December 31, 2021 includes approximately $1,133 and $586 of depreciation, included in inventory and cost of goods sold, respectively. Total depreciation for the year ended December 31, 2020 includes approximately $1,051 and $685 of depreciation, included in inventory and costs of goods sold, respectively. (b) Construction in progress primarily relate to on -going |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of components of Debt | December 31, 2021 December 31, 2020 Convertible Note due 2024, current portion (a) 16,559 — Herbal Brands Loan due May 2023, current portion (d) 470 880 Other loans and borrowings, current portion 479 — Total debt, current portion $ 17,508 $ 880 Convertible Note due 2024 1,140 — Series D Convertible Note due March 2022 (b)(c) — 27,142 Herbal Brands Loan due May 2023 (e) 4,760 5,191 Other loans and borrowings 1,687 630 Total debt, long term $ 7,587 $ 32,963 Ending balance $ 25,095 $ 33,843 (a) Convertible Note, current portion reflects, net of debt discount and debt issuance costs of $2,197 in 2021. (b) Series D Convertible note, non current reflects, net of debt issuance costs of $741 in 2020. (c) During the year ended December 31, 2021, the Company wrote off $483 of unamortized debt financing cost related to the repayment of its Series D Convertible Note due March 2022. (d) The Company reclassified $880 current portion of Herbal Brands Loan, reported in previous period in long term debt, to conform to the current period presentation. (e) Herbal Brand’s Loan, non current reflects debt issuance amortization of $410 in 2021. |
General and Administration (Tab
General and Administration (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General And Administration [Abstract] | |
Schedule of components of general and administrative expenses | Year ended December 31, 2021 December 31, 2020 Salaries and benefits $ 14,309 $ 13,354 Office and administration 5,024 3,319 Professional fees 6,227 6,985 Share based compensation 11,451 1,652 Rent 1,082 1,700 Other (a) 305 1,809 Total $ 38,398 $ 28,819 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of share-based compensation expense | Year Ended December 31, 2021 December 31, 2020 Share-based compensation award type: Stock Options 1,293 1,366 RSUs 10,158 286 Total Shared Based Compensation Expense 11,451 1,652 |
Schedule of weighted average assumptions | Weighted Average Assumptions December 31, December 31, Risk-free interest rate 0.78% – 1.09% 0.22% – 0.41% Expected dividend yield 0.0% 0.0% Expected volatility 75% to 90% 85% to 90% Expected life (in years) 5.00 – 6.25 0.14 – 5.00 Weighted Average Assumptions December 31, Grant date share price $ 13.68 Risk-free interest rate 0.52% Expected dividend yield 0.0% Expected volatility 90% Expected life (in years) 1.3 – 3.8 |
Schedule of stock option activity | Stock Options Weighted-Average Exercise Weighted-Average Aggregate Intrinsic Value Balance as at December 31, 2019 1,195,544 $ 14.18 3.21 $ 3,194 Granted 121,291 $ 6.71 3.64 $ — Exercised (88,706 ) $ 0.24 — $ 705 Forfeited (331,241 ) $ 11.86 — $ — Balance as at December 31, 2020 896,888 $ 5.22 3.96 $ 2,889 Granted 64,736 $ 13.81 9.23 Exercised (40,942 ) $ 0.24 — $ 434 Forfeited (46,830 ) $ 10.65 — $ — Expired (89,659 ) $ 9.43 — $ — Balance as at December 31, 2021 784,193 $ 5.91 3.68 $ — Vested and expected to vest as at December 31, 2021 772,912 $ 5.85 3.69 $ — Vested and exercisable as at December 31, 2021 496,830 $ 5.83 3.61 $ — |
Schedule of time-based restricted share unit activity | Restricted Share Units Weighted-Average Unvested as of December 31, 2019 — $ — Granted 83,715 $ 3.25 Vested (2,989 ) $ 3.25 Canceled/forfeited (2,092 ) $ 3.25 Unvested as of December 31, 2020 78,634 $ 3.25 Granted 592,213 12.61 Vested (151,000 ) 13.86 Canceled/forfeited (17,146 ) 7.86 Unvested as of December 31, 2021 502,701 $ 10.93 Restricted Share Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 — $ — Granted 1,256,785 13.06 Vested (117,895 ) 13.91 Canceled/forfeited (65,559 ) 13.53 Unvested as of December 31, 2021 1,073,331 $ 12.94 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | Year ended December 31, 2021 December 31, 2020 Segment Net Sales: Cannabinoid $ 3,242 $ 2,511 Non-Cannabinoid 12,132 9,606 Total Net Sales 15,374 12,117 Segment Profit (Loss): Cannabinoid (16,915 ) (18,798 ) Non-Cannabinoid 2,631 1,863 Total Loss $ (14,284 ) $ (16,935 ) Reconciliation: Total Segment Loss (14,284 ) (16,935 ) Unallocated corporate expenses (11,196 ) (6,405 ) Non-cash share based compensation (11,451 ) (1,652 ) Depreciation and amortization (1,768 ) (1,854 ) Goodwill impairment (18,508 ) (1,682 ) Loss from operations $ (57,207 ) $ (28,528 ) (Gain) loss on debt extinguishment, net (3,262 ) 2,360 Gain on remeasurement of warrant liability (16,856 ) (10,780 ) Loss on fair value of derivative instrument — 657 Loss on investments — 464 Foreign exchange loss 1,276 491 Interest expense 6,818 4,455 Other income, net (502 ) (284 ) Loss from operations before income taxes and equity investment loss $ (44,681 ) $ (25,891 ) December31, December31, Long-lived assets Cannabinoid $ 30,709 $ 25,485 Non-Cannabinoid 216 176 Other (a) 7 19 $ 30,932 $ 25,680 |
Schedule of revenue by major customers by reporting segments | Percentage of Revenues Percentage of Accounts Receivable 2021 2020 2021 2020 Customer A (a) * * * 40 % Customer B (a) * * * 23 % Customer C (b) 17 % 21 % 25 % 11 % Customer D (a) * * 18 % * * denotes less than 10% (a) net sales attributed are reflected in the cannabinoid segments (b) net sales attributed are reflected in the non -cannabinoid |
Disaggregation of revenue by channel | Year ended December 31, December 31, Mass retail $ 8,070 $ 6,879 Distributors 5,835 4,036 Specialty, health and other retail 945 689 E-commerce 524 513 $ 15,374 $ 12,117 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax | Year ended December 31, 2021 December 31, 2020 Current tax Current tax expense in respect of the current year $ — $ — Deferred tax Deferred tax expense (recovery) in the current year 950 — Total income tax expense recognized in the current year $ 950 $ — |
Schedule of reconciliation of income tax expense | Year ended December 31, December 31, Net loss before income tax $ (44,681 ) $ (25,891 ) Expected federal income tax recovery calculated at 27% (a) (12,064 ) (6,992 ) Effect of income/expenses, net, that are not (taxable)/deductible (permanent differences) in determining taxable profit 3,493 (1,454 ) Tax rates differences applicable to foreign subsidiaries (708 ) (143 ) Adjustments related to prior years 0 958 Change valuation allowance 7,988 8,009 Foreign exchange 1,226 (378 ) Changes in tax rates 950 — Other 65 — Income tax expense $ 950 $ — (a) Due to the substantial alignment of the taxable income base between Canada and its provinces, the combined federal and provincial rate has been used as the reconciliation rate. |
Schedule of net deferred tax assets | Year ended December 31, 2021 December 31, 2020 Deferred tax asset (liability) Non-capital losses carry forward $ 24,139 $ 18,436 Capital losses carryforward 98 98 Other 3,765 1,697 Property, plant and equipment 595 279 Intangibles 581 441 Deferred tax assets $ 29,178 $ 20,951 Valuation allowance (28,513 ) (20,525 ) Intangible assets (6,650 ) (5,700 ) Other (665 ) (426 ) Net deferred tax liability $ (6,650 ) $ (5,700 ) |
Schedule of operating loss | Canada United States Colombia United Portugal Germany Total 2030 $ — $ — $ 2,689 $ — $ — $ — $ 2,689 2031 — — 12,395 — 1,909 — $ 14,304 2032 — — 6,135 — 4,088 — $ 10,223 2033 — — 7,591 — 4,159 — $ 11,750 2037 — 641 — — — — $ 641 2038 117 — — — — — $ 117 2039 1,058 — — — — — $ 1,058 2040 11,605 — — — — — $ 11,605 2041 9,297 — — — — — $ 9,297 Indefinite — 13,520 — — — 9,103 $ 22,623 Total $ 22,077 $ 14,161 $ 28,810 $ — $ 10,156 $ 9,103 $ 84,307 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share | Year Ended December 31, 2021 December 31, 2020 Numerator: Net loss $ (45,726 ) $ (25,895 ) Adjustments to reconcile to net loss available to common stockholders: Accretion of Class D preferred shares to liquidation preference on automatic conversion — 10,219 Net loss – basic and diluted $ (45,726 ) $ (36,114 ) Denominator: Weighted-average common shares outstanding – basic and diluted 25,690,096 10,815,580 Net loss per common share – basic and diluted $ (1.78 ) $ (3.34 ) |
Schedule of following potential common shares, presented based on amounts outstanding | December 31, December 31, Common stock warrants 17,840,951 17,963,591 SAMA earnout shares 570,211 1,140,423 Stock options 784,193 896,888 Unvested restricted share units 1,576,031 78,634 Total 20,771,386 20,079,536 |
Contingencies and Commitments (
Contingencies and Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum annual lease payments | Lease Commitments 2022 $ 1,910 2023 1,562 2024 845 2025 337 2026 152 Thereafter 286 Total $ 5,092 |
Corporate Information (Details)
Corporate Information (Details) | Dec. 31, 2021 |
Clever Leaves US, Inc. [Member] | |
Corporate Information (Details) [Line Items] | |
Business acquisition, stock, conversion ratio | 0.3288 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
Cash and cash equivalents | $ 37,699 |
Basis of Presentation (Detail_2
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage | Dec. 31, 2021 | Dec. 31, 2020 | |
Delaware, United States [Member] | Clever Leaves US, Inc. (“SAMA”) [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
Delaware, United States [Member] | NS US Holdings, Inc. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
Delaware, United States [Member] | Herbal Brands, Inc. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
British Columbia, Canada [Member] | 1255096 B.C. Ltd. (“Newco”) [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
British Columbia, Canada [Member] | Northern Swan International, Inc. (“NSI”) [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
British Columbia, Canada [Member] | Arizona Herbal Brands, Inc. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | [1] | 100.00% | 100.00% |
British Columbia, Canada [Member] | Northern Swan Management, Inc. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
British Columbia, Canada [Member] | Northern Swan Deutschland Holdings, Inc. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
British Columbia, Canada [Member] | Northern Swan Portugal Holdings, Inc. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
British Columbia, Canada [Member] | Northern Swan Europe, Inc. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
British Columbia, Canada [Member] | Nordschwan Holdings, Inc. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
British Columbia, Canada [Member] | NS Herbal Brands International, Inc. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
British Columbia, Canada [Member] | Clever Leaves International, Inc. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
British Columbia, Canada [Member] | Eagle Canada Holdings, Inc. (“Eagle Canada”) [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
Australia [Member] | Clever Leaves Australia Pvt Ltd [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | ||
Portugal [Member] | Clever Leaves Portugal Unipessoal LDA [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
Portugal [Member] | Clever Leaves II Portugal Cultivation SA [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
Hamburg, Germany [Member] | Clever Leaves Germany GmbH [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
London, United Kingdom [Member] | Herbal Brands, Ltd. [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
London, United Kingdom [Member] | Clever Leaves UK Limited [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
Bogota, Colombia [Member] | Ecomedics S.A.S. (“Ecomedics”) [Member] | |||
Basis of Presentation (Details) - Schedule of company's subsidiaries and respective ownership percentage [Line Items] | |||
Ownership percentage | 100.00% | 100.00% | |
[1] | Arizona Herbal Brands, Inc. was dissolved by way of voluntary dissolution under the Business Corporation Act on December 31, 2021. |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | |
Significant Accounting Policies (Details) [Line Items] | ||||
Warrant liability (in Dollars) | $ 2,205 | $ 29,841 | ||
Gain on remeasurement of warrant liability (in Dollars) | (16,856) | $ (10,780) | ||
Allowance for doubtful accounts (in Dollars) | $ 917 | |||
Variable number of shares, percentage | 90.00% | |||
Income tax percentage | 50.00% | |||
Minimum [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Investee voting percentage | 20.00% | |||
Minimum [Member] | Restricted Stock Units (RSUs), Market-Based [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Expected life (in years) | 1 year 3 months 18 days | |||
Maximum [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Investee voting percentage | 50.00% | |||
Maximum [Member] | Restricted Stock Units (RSUs), Market-Based [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Expected life (in years) | 3 years 9 months 18 days | |||
Warrant [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Warrant, outstanding (in Shares) | 12,877,361 | 13,000,000 | ||
Private Placement [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Warrant, outstanding (in Shares) | 4,900,000 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Concentration risk, percentage | 43.00% | 74.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of property, plant and equipment | 12 Months Ended |
Dec. 31, 2020 | |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | N/A – indefinite |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | Shorter of lease term or useful life |
Furniture and appliances [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum [Member] | Buildings & warehouse [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Minimum [Member] | Agricultural equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Minimum [Member] | Laboratory equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum [Member] | Buildings & warehouse [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Maximum [Member] | Agricultural equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Maximum [Member] | Laboratory equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of finite-lived intangible assets acquired as part of business combination | 12 Months Ended |
Dec. 31, 2021 | |
Customer contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date (In Years) | 8 years 8 months 12 days |
Customer relationships [Member] | Minimum [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date (In Years) | 4 years |
Customer relationships [Member] | Maximum [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date (In Years) | 7 years |
Customer list [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date (In Years) | 5 years |
Brand [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date (In Years) | 10 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Investment – Cansativa | $ 1,458 | $ 1,553 |
Total Assets | 1,458 | 1,553 |
Liabilities: | ||
Loans and borrowings | 7,396 | 6,701 |
Warrant liability | 2,205 | 19,061 |
Convertible notes | 17,699 | 27,142 |
Total Liabilities | 27,300 | 52,904 |
Level 1 [Member] | ||
Assets: | ||
Investment – Cansativa | ||
Total Assets | ||
Liabilities: | ||
Loans and borrowings | ||
Warrant liability | ||
Convertible notes | ||
Total Liabilities | ||
Level 2 [Member] | ||
Assets: | ||
Investment – Cansativa | ||
Total Assets | ||
Liabilities: | ||
Loans and borrowings | 7,396 | 6,701 |
Warrant liability | ||
Convertible notes | 17,699 | 27,142 |
Total Liabilities | 25,095 | 33,843 |
Level 3 [Member] | ||
Assets: | ||
Investment – Cansativa | 1,458 | 1,553 |
Total Assets | 1,458 | 1,553 |
Liabilities: | ||
Loans and borrowings | ||
Warrant liability | 2,205 | 19,061 |
Convertible notes | ||
Total Liabilities | $ 2,205 | $ 19,061 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of change in fair value of warrant liabilities related to private warrants - Private Placement [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of change in fair value of warrant liabilities related to private warrants [Line Items] | |
Warrant liability, beginning balance | $ 19,061 |
Change in fair value of warrant liability | (16,856) |
Warrant liability, ending balance | $ 2,205 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of the fair value of its private warrants using the Monte Carlo simulation model - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expiration date | Dec. 18, 2025 | Dec. 18, 2025 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 1.11% | 0.43% |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 60.00% | 60.00% |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share Price | $ 3.1 | $ 8.9 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise Price | $ 11.5 | $ 11.5 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory write down | $ 2,980 | $ 399 |
Inventories, Net (Details) - Sc
Inventories, Net (Details) - Schedule of inventories - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Raw materials | $ 1,477 | $ 1,148 |
Total | 15,408 | 10,190 |
Cultivated Cannabis [Member] | ||
Inventory [Line Items] | ||
Work in progress | 1,241 | 1,482 |
Harvested Cannabis And Extracts [Member] | ||
Inventory [Line Items] | ||
Work in progress | 1,070 | 274 |
Cannabis Extracts [Member] | ||
Inventory [Line Items] | ||
Finished goods | 11,432 | 7,003 |
Other [Member] | ||
Inventory [Line Items] | ||
Finished goods | $ 188 | $ 283 |
Prepaids, Deposits and Advanc_3
Prepaids, Deposits and Advances (Details) - Schedule of Prepaids and Advances - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Prepaids and Advances [Abstract] | ||
Prepaid expenses | $ 935 | $ 1,404 |
Deposits | 47 | 109 |
Other advances | 1,686 | 1,661 |
Total | $ 2,668 | $ 3,174 |
Investments (Details)
Investments (Details) € / shares in Units, $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($) | Jan. 31, 2019EUR (€) | Sep. 30, 2020USD ($) | Dec. 31, 2018EUR (€)€ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020€ / shares | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($)shares | Sep. 30, 2019EUR (€)shares | Dec. 21, 2018USD ($)shares | Dec. 21, 2018EUR (€)€ / sharesshares | |
Investments (Details) [Line Items] | |||||||||||||
Equity Method Investments | $ | $ 1,553 | $ 1,458 | $ 1,553 | ||||||||||
Goodwill | $ | $ 18,508 | 18,508 | $ 20,190 | ||||||||||
Gain loss on investment (in Dollars) | $ | 464 | ||||||||||||
Net losses from the investment (in Dollars) | $ | $ 95 | $ 4 | |||||||||||
Cansativa [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Percentage of interest held | 14.22% | 9.00% | 14.22% | 9.00% | |||||||||
Gain loss on investment (in Dollars) | $ | $ 211 | ||||||||||||
Net losses from the investment (in Dollars) | $ | $ 95 | $ 4 | |||||||||||
Cansativa [Member] | Investment, Tranche One [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Investment gross | € 1,000,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Share Price (in Euro per share) | $ / shares | $ 12.5 | ||||||||||||
Common Stock [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Share Price (in Euro per share) | $ / shares | 15 | ||||||||||||
Common Stock [Member] | Cansativa [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Number of shares registered and fully paid-in capital (in Shares) | shares | 26,318 | 26,318 | |||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Share Price (in Euro per share) | $ / shares | $ 18 | ||||||||||||
Preferred Stock [Member] | Cansativa [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Shares issued price per share (in Euro per share) | € / shares | € 543.31 | ||||||||||||
Seed Financing Round [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Shares issued (in Shares) | shares | 3,096 | 3,096 | |||||||||||
Seed Financing Round [Member] | Cansativa [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Investments net | € 7,000 | ||||||||||||
Number of investment tranches | 3 | 3 | |||||||||||
Percentage of interest held | 10.53% | 10.53% | |||||||||||
Initial nominal payment | € 996,820 | € 3,100 | |||||||||||
Share Price (in Euro per share) | € / shares | € 1 | ||||||||||||
Equity Method Investments | $ 1,075 | € 999,920 | |||||||||||
Equity Method Investments, Initial Amount | 3,100 | ||||||||||||
Capital reserve payment | € 996,820 | ||||||||||||
Investments additional | $ 722 | € 650,000 | |||||||||||
Equity method investments additional shares (in Shares) | shares | 2,138 | 2,138 | |||||||||||
Investments consideration transferred net assets percentage | 16.60% | 16.60% | |||||||||||
Net assets | € 1,233,000 | ||||||||||||
Goodwill | € 1,122,000 | ||||||||||||
Seed Financing Round [Member] | Cansativa [Member] | Investment, Tranche One [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Investment gross | $ 1,075 | € 999,920 | |||||||||||
Seed Financing Round [Member] | Cansativa [Member] | Investment, Tranche Two [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Investment gross | 3,000,000 | ||||||||||||
Gain loss on investment (in Dollars) | $ | $ 370 | ||||||||||||
Seed Financing Round [Member] | Cansativa [Member] | Investment, Tranche Three [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Investment gross | € 3,000,000 | ||||||||||||
Seed Financing Round [Member] | Cansativa [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Shares issued (in Shares) | shares | 3,096 | 3,096 | |||||||||||
Shares issued price per share (in Euro per share) | € / shares | € 322,970 | ||||||||||||
Investments fully diluted pre-money valuation | € 8,500,000 | ||||||||||||
Seed Financing Round [Member] | Minimum [Member] | Cansativa, Employee Stock Ownership Plan (ESOP) [Member] | Cansativa [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Percentage of interest held | 16.59% | 16.59% | |||||||||||
Seed Financing Round [Member] | Maximum [Member] | Cansativa, Employee Stock Ownership Plan (ESOP) [Member] | Cansativa [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Percentage of interest held | 15.80% | 15.80% | |||||||||||
Seed Financing Round [Member] | Preferred Stock [Member] | Cansativa [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Shares issued price per share (in Euro per share) | € / shares | € 322,970 | ||||||||||||
Seed Financing Round [Member] | Preferred Stock [Member] | Minimum [Member] | Cansativa [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Percentage of interest held | 15.80% | 15.80% | |||||||||||
Seed Financing Round [Member] | Preferred Stock [Member] | Maximum [Member] | Cansativa [Member] | |||||||||||||
Investments (Details) [Line Items] | |||||||||||||
Percentage of interest held | 14.22% | 14.22% |
Business Combinations (Details)
Business Combinations (Details) - Clever Leaves [Member] - USD ($) $ / shares in Units, $ in Thousands | Dec. 18, 2020 | Dec. 31, 2021 |
Business Combinations (Details) [Line Items] | ||
Cash in aggregate amount | $ 3,100 | |
Schultze Special Purpose Acquisition Corp. [Member] | ||
Business Combinations (Details) [Line Items] | ||
Percentage of contributed stock, issued and outstanding | 100.00% | |
NS US Holdings, Inc. [Member] | ||
Business Combinations (Details) [Line Items] | ||
Percentage of contributed stock, issued and outstanding | 100.00% | |
Private Investment in Public Equity [Member] | Schultze Special Purpose Acquisition Corp. [Member] | ||
Business Combinations (Details) [Line Items] | ||
Purchase of shares | $ 8,881 | |
Purchase price (in Dollars per share) | $ 9.5 | |
Issued and aggregate of shares (in Shares) | 934,819 | |
Private Investment in Public Equity [Member] | Schultze Special Purpose Acquisition Corp. [Member] | Convertible Notes, 2022 [Member] | ||
Business Combinations (Details) [Line Items] | ||
Satisfaction, accrued and outstanding interest | $ 2,881 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of reconciliation of elements of business combination - Clever Leaves [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Combinations (Details) - Schedule of reconciliation of elements of business combination [Line Items] | |
Cash – SAMA trust and cash, net of redemptions | $ 86,644 |
Cash – SAMA PIPE | 6,000 |
Non-cash PIK | (2,881) |
Cash assumed from SAMA | 698 |
Cash consideration to certain Clever Leaves shareholders | (3,057) |
Less: transaction costs and advisory fees | (13,895) |
Net Business Combination | 73,509 |
Non-cash PIK | 2,881 |
Deferred issuance costs | 1,503 |
Warrant liability | (29,841) |
Net liabilities assumed from SAMA | (258) |
Net contributions from Business Combination | $ 47,794 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 23, 2020 | Dec. 31, 2019 | |
Intangible Assets, Net (Details) [Line Items] | |||||
Amortization of intangible assets | $ 1,162,000 | $ 1,231,000 | |||
Asset impairment charges | $ 0 | 0 | |||
Herbal Brands, Inc. [Member] | |||||
Intangible Assets, Net (Details) [Line Items] | |||||
Finite-lived intangible assets acquired | $ 7,091,000 | ||||
GNC Holdings, Inc. [Member] | |||||
Intangible Assets, Net (Details) [Line Items] | |||||
Inventory reserve | $ 0 | $ 86,000 | |||
Valuation Technique, Discounted Cash Flow [Member] | |||||
Intangible Assets, Net (Details) [Line Items] | |||||
Percentage of impairment rate | 19.00% | 14.00% | |||
Perpetual growth rate | 2.00% | 3.00% | |||
Valuation Technique, Discounted Cash Flow [Member] | Minimum [Member] | |||||
Intangible Assets, Net (Details) [Line Items] | |||||
Perpetual growth rate | 2.00% | ||||
Valuation Technique, Discounted Cash Flow [Member] | Maximum [Member] | |||||
Intangible Assets, Net (Details) [Line Items] | |||||
Perpetual growth rate | 3.00% | ||||
License [Member] | |||||
Intangible Assets, Net (Details) [Line Items] | |||||
Indefinite-lived intangible assets acquired | $ 19,000,000 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of finite-lived and indefinite-lived intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 26,091 | $ 26,091 |
Accumulated Amortization | 2,974 | 1,812 |
Net Carrying Amount | 23,117 | 24,279 |
Finite-Lived Intangible Assets [Member] | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 7,091 | 7,091 |
Accumulated Amortization | 2,974 | 1,812 |
Net Carrying Amount | 4,117 | 5,279 |
Customer Contracts [Member] | Finite-Lived Intangible Assets [Member] | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 925 | 925 |
Accumulated Amortization | 925 | 525 |
Net Carrying Amount | $ 400 | |
Weighted- Average Useful Life (in Years) | 0 years | 6 months |
Customer Relationships [Member] | Finite-Lived Intangible Assets [Member] | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 1,000 | $ 1,000 |
Accumulated Amortization | 487 | 304 |
Net Carrying Amount | $ 513 | $ 696 |
Weighted- Average Useful Life (in Years) | 3 years 4 months 24 days | 4 years 4 months 24 days |
Customer List [Member] | Finite-Lived Intangible Assets [Member] | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 650 | $ 650 |
Accumulated Amortization | 346 | 217 |
Net Carrying Amount | $ 304 | $ 433 |
Weighted- Average Useful Life (in Years) | 2 years 3 months 18 days | 3 years 3 months 18 days |
Brand [Member] | Finite-Lived Intangible Assets [Member] | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 4,516 | $ 4,516 |
Accumulated Amortization | 1,216 | 766 |
Net Carrying Amount | $ 3,300 | $ 3,750 |
Weighted- Average Useful Life (in Years) | 7 years 3 months 18 days | 8 years 3 months 18 days |
Indefinite-lived Intangible Assets [Member] | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 19,000 | $ 19,000 |
Accumulated Amortization | ||
Net Carrying Amount | 19,000 | 19,000 |
Indefinite-lived Intangible Assets [Member] | License [Member] | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 19,000 | 19,000 |
Accumulated Amortization | ||
Net Carrying Amount | $ 19,000 | $ 19,000 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of finite-lived intangible assets amortization expense $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of finite-lived intangible assets amortization expense [Abstract] | |
2022 | $ 795 |
2023 | 715 |
2024 | 542 |
2025 | 542 |
2026 | 482 |
Thereafter | 1,041 |
Total | $ 4,117 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill (Details) [Line Items] | |||||
Goodwill impairment charge (in Dollars) | $ 18,508 | $ 1,682 | |||
Goodwill (in Dollars) | 18,508 | $ 20,190 | |||
Cannabinoid [Member] | |||||
Goodwill (Details) [Line Items] | |||||
Goodwill impairment charge (in Dollars) | 18,508 | 18,508 | |||
Goodwill (in Dollars) | 18,508 | 18,508 | |||
Non-Cannabinoid [Member] | |||||
Goodwill (Details) [Line Items] | |||||
Goodwill impairment charge (in Dollars) | $ 1,682 | 1,682 | |||
Goodwill (in Dollars) | $ 1,682 | ||||
Valuation Technique, Discounted Cash Flow [Member] | |||||
Goodwill (Details) [Line Items] | |||||
Weighted average cost of capital | 19.00% | 14.00% | |||
Perpetual growth rate | 2.00% | 3.00% |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of changes in Goodwill - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||
Balance at beginning | $ 20,190 | $ 18,508 | $ 20,190 | |
Impairment | (18,508) | (1,682) | ||
Balance at ending | 18,508 | |||
Cannabinoid [Member] | ||||
Goodwill [Line Items] | ||||
Balance at beginning | 18,508 | 18,508 | 18,508 | |
Impairment | (18,508) | (18,508) | ||
Balance at ending | 18,508 | |||
Non-Cannabinoid [Member] | ||||
Goodwill [Line Items] | ||||
Balance at beginning | 1,682 | 1,682 | ||
Impairment | (1,682) | (1,682) | ||
Balance at ending |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, Net (Details) [Line Items] | ||
Depreciation expense | $ 2,346 | $ 2,359 |
Inventories [Member] | ||
Property, Plant and Equipment, Net (Details) [Line Items] | ||
Depreciation expense | 1,133 | 1,051 |
Cost of Goods and Services Sold [Member] | ||
Property, Plant and Equipment, Net (Details) [Line Items] | ||
Depreciation expense | $ 586 | $ 685 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 36,634 | $ 29,036 | |
Less: accumulated depreciation | (5,702) | (3,356) | |
Property, plant and equipment, net | 30,932 | 25,680 | |
Land [Member] | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 5,065 | 5,065 | |
Building & warehouse [Member] | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 13,381 | 8,464 | |
Laboratory equipment [Member] | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 6,295 | 5,942 | |
Agricultural equipment [Member] | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,404 | 1,904 | |
Computer equipment [Member] | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,681 | 1,534 | |
Furniture & appliances [Member] | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 852 | 819 | |
Construction in progress [Member] | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | [1] | 5,709 | 4,288 |
Other [Member] | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 1,247 | $ 1,020 | |
[1] | Construction in progress primarily relate to on -going |
Debt (Details)
Debt (Details) $ / shares in Units, $ in Thousands | Jul. 19, 2021USD ($)$ / shares | Nov. 09, 2020USD ($)shares | Oct. 31, 2020USD ($)$ / shares | Jul. 31, 2020USD ($)$ / shares | Apr. 30, 2019USD ($)$ / sharesshares | Feb. 28, 2022EUR (€) | Nov. 30, 2020USD ($) | Jul. 31, 2020USD ($)$ / shares | Apr. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2021COP ($)shares | Jan. 31, 2021USD ($) | Jan. 31, 2021EUR (€) | Aug. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020 | Mar. 31, 2019USD ($)$ / sharesshares | |
Debt (Details) [Line Items] | ||||||||||||||||||
Debt issuance amortization | $ 4,227,000 | $ 426,000 | [1] | |||||||||||||||
Maturity date | Jun. 30, 2023 | |||||||||||||||||
Gain (loss) on debt extinguishment | (3,262,000) | 2,360,000 | ||||||||||||||||
Loss on fair value of derivative instrument | (657,000) | |||||||||||||||||
Loans and borrowings | $ 25,095,000 | 33,843,000 | ||||||||||||||||
Strike price per share (in Dollars per share) | $ / shares | $ 11.5 | |||||||||||||||||
Additional paid in capital | $ 4,748,000 | |||||||||||||||||
Common shares (in Shares) | shares | 7,000 | |||||||||||||||||
Conversion value | $ 6,047,000 | |||||||||||||||||
Accrued interest | 26,538,000 | 4,191,000 | ||||||||||||||||
Convertible Notes [member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt issuance costs and debt discount | 2,197,000 | |||||||||||||||||
Debt issuance costs, net | 741,000 | |||||||||||||||||
Write off of unamortized debt financing cost | $ 483,000 | |||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights (in Shares) | shares | 9,509 | 9,509 | ||||||||||||||||
Herbal Brands Loan [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Total debt, current portion | $ 880,000 | |||||||||||||||||
Debt issuance amortization | 410,000 | |||||||||||||||||
Neem Holdings Convertible Note [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 3,000,000 | |||||||||||||||||
Number of securities called by warrants or rights (in Shares) | shares | 300,000 | |||||||||||||||||
Neem Holdings Convertible Note [Member] | Neem Holdings [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 3,000,000 | |||||||||||||||||
fair value of the debt instrument | $ 3,000,000 | |||||||||||||||||
Neem Holdings Convertible Note [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt termination of business combination, issuance of preferred shares (in Shares) | shares | 194,805 | |||||||||||||||||
Series E Convertible Debentures [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt issuance costs, net | $ 181,000 | $ 181,000 | ||||||||||||||||
Debt instrument, face amount | $ 4,162,000 | $ 4,162,000 | $ 4,162,000 | |||||||||||||||
Interest per annum | 8.00% | 8.00% | ||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 5.95 | $ 5.95 | ||||||||||||||||
Common share percentage | 70.00% | 70.00% | ||||||||||||||||
Future conversion price, discount, redemption feature | 30.00% | 30.00% | ||||||||||||||||
Fair value of the derivative | $ 1,705,000 | $ 1,705,000 | ||||||||||||||||
Derivative liability, redemption feature probability percentage | 90.00% | 90.00% | ||||||||||||||||
Embedded derivative, carrying value | $ 2,457,000 | $ 2,457,000 | ||||||||||||||||
Gain (loss) on debt extinguishment | 1,705,000 | |||||||||||||||||
Loss on fair value of derivative instrument | 85,000 | |||||||||||||||||
Series E Convertible Debentures [Member] | Class A Common Shares [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Aggregate purchase price | $ 5,950,000 | |||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 2.303 | |||||||||||||||||
Series D Convertible Notes due March 2022 [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Gain (loss) on debt extinguishment | $ 2,267,000 | |||||||||||||||||
Weighted average price exceeding per share (in Dollars per share) | $ / shares | $ 13.54 | |||||||||||||||||
Per share percentage | 95.00% | 95.00% | ||||||||||||||||
Pro rata percentage | 25.00% | 25.00% | ||||||||||||||||
Pro rata percentage of net proceeds | 25.00% | |||||||||||||||||
Aggregate net proceeds | $ 10,000,000 | |||||||||||||||||
Aggregate outstanding percentage | 90.00% | |||||||||||||||||
2024 Note Purchase Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt issuance costs and debt discount | $ 965,000 | $ 17,699,000 | ||||||||||||||||
Debt issuance costs, net | 630,000 | |||||||||||||||||
Debt instrument, face amount | $ 12,500,000 | |||||||||||||||||
Discount to the closing price per share percentage | 8.00% | 8.00% | ||||||||||||||||
Optional redemption rate per share (in Dollars per share) | $ / shares | $ 6.44 | |||||||||||||||||
Exceed amount | $ 3,500,000 | |||||||||||||||||
Outstanding common shares percentage | 9.99% | |||||||||||||||||
Convertible note discription | The occurrence of these events of default would give rise to a 5% increase in the interest rate to a total of 10% per annum for as long as the event of default continues and give the holder of the Convertible Note the right to redeem the outstanding principal and accrued interest on the Convertible Note at the Optional Redemption Rate. Certain events of default also require the Company to repay all outstanding principal and accrued interest on the Convertible Note. In addition, in certain circumstances, if the Company fails to timely deliver common shares as required upon conversion or redemption of the Convertible Note, then the Company will be required to pay, on each day that such failure to deliver common shares continues, an amount in cash equal to 0.75% of the product of (x) the number of common shares the Company failed to deliver (on or prior to share delivery deadline and to which holder is entitled) multiplied by (y) any closing trading price of the common shares (selected by the Holder in writing during the period beginning on the applicable Conversion/Redemption Date and ending on the applicable Conversion/Redemption Share Delivery Deadline.) The obligations of the Company under the Note Purchase Agreement are guaranteed by certain of the Company’s subsidiaries. | |||||||||||||||||
Total debt amortization | $ 3,519,000 | |||||||||||||||||
Recognized earnings | $ 9,496,000 | |||||||||||||||||
BCF amount | $ 4,748,000 | |||||||||||||||||
Debt discount | 335,000 | |||||||||||||||||
Common shares (in Shares) | shares | 720,085 | |||||||||||||||||
Aggregate principal amount | $ 5,559,000 | |||||||||||||||||
2024 Note Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Conversion value | 15,000 | |||||||||||||||||
Accrued interest | 3,500,000 | |||||||||||||||||
Debt Instrument, Redemption, Period Two [Member] | 2024 Note Purchase Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, face amount | 12,500,000 | |||||||||||||||||
Exceed amount | $ 2,000,000 | |||||||||||||||||
Herbal Brands, Inc. [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 8,500,000 | $ 8,500,000 | ||||||||||||||||
Interest per annum | 8.00% | 8.00% | 4.00% | |||||||||||||||
Percentage of repayment of positive operating cash flow | 85.00% | 85.00% | ||||||||||||||||
Net interest payment | $ 2,338,000 | $ 2,338,000 | ||||||||||||||||
Herbal Brands, Inc. [Member] | Non-Revolving Credit Facility [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt issuance costs, net | $ 400,000 | |||||||||||||||||
Recognized interest expense | 733,000 | 704,000 | ||||||||||||||||
Repaid principal amount | $ 1,495,000 | $ 1,191,000 | ||||||||||||||||
October 2020 Convertible Debenture Financing [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 1,230,000 | |||||||||||||||||
Interest per annum | 8.00% | |||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 5.95 | |||||||||||||||||
Common share percentage | 70.00% | |||||||||||||||||
Fair value of the derivative | $ 570,000 | |||||||||||||||||
Derivative liability, redemption feature probability percentage | 43.00% | |||||||||||||||||
Embedded derivative, carrying value | $ 2,160,000 | |||||||||||||||||
Gain (loss) on debt extinguishment | 570,000 | |||||||||||||||||
Loss on fair value of derivative instrument | $ 600,000 | |||||||||||||||||
October 2020 Convertible Debenture Financing [Member] | Class A Common Shares [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 2,303 | |||||||||||||||||
October 2020 Convertible Debenture Financing [Member] | Clever Leaves [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 2,730,000 | |||||||||||||||||
Aggregate investment | $ 1,500,000 | |||||||||||||||||
Convertible Notes Payable [Member] | Series D Convertible Notes due March 2022 [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 27,750,000 | |||||||||||||||||
Interest per annum | 8.00% | 8.00% | 10.00% | 8.00% | ||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 11 | |||||||||||||||||
Common shares (in Shares) | shares | 1,300,002 | |||||||||||||||||
Common share principal amount | $ 1,000,000 | |||||||||||||||||
Weighted average price exceeding per share (in Dollars per share) | $ / shares | $ 13.54 | |||||||||||||||||
Convertible debt | $ 27,750,000 | |||||||||||||||||
Per share percentage | 95.00% | 95.00% | ||||||||||||||||
Periodic payment, interest | $ 2,000 | |||||||||||||||||
Net proceeds | $ 25,000,000 | |||||||||||||||||
Convertible Notes Payable [Member] | Series D Convertible Notes due March 2022 [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Loans and borrowings | $ 30,258,000 | |||||||||||||||||
Convertible Notes Payable [Member] | 2024 Note Purchase Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Interest per annum | 5.00% | |||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 13.5 | |||||||||||||||||
Principal amount | $ 25,000,000 | |||||||||||||||||
Date of issuance | 3 years | |||||||||||||||||
Minimum [Member] | Series D Convertible Notes due March 2022 [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 11 | |||||||||||||||||
Minimum [Member] | 2024 Note Purchase Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Common shares per share (in Dollars per share) | $ / shares | $ 7 | |||||||||||||||||
Maximum [Member] | Series D Convertible Notes due March 2022 [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.3062 | |||||||||||||||||
Maximum [Member] | 2024 Note Purchase Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Common shares per share (in Dollars per share) | $ / shares | $ 7 | |||||||||||||||||
Maximum [Member] | Convertible Notes Payable [Member] | 2024 Note Purchase Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Aggregate purchase price | $ 12,500,000 | |||||||||||||||||
Convertible Debt Covenant, Threshold One [Member] | 2024 Note Purchase Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 12,500,000 | |||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 7 | |||||||||||||||||
Convertible Debt Covenant, Threshold Two [Member] | 2024 Note Purchase Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 7 | |||||||||||||||||
Neem Holdings Warrants [Member] | Neem Holdings Convertible Note [Member] | Neem Holdings [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Aggregate purchase price | $ 3,000 | |||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Additional paid in capital | 4,748,000 | |||||||||||||||||
Conversion value | 6,047,000 | |||||||||||||||||
Additional Paid-in Capital [Member] | 2024 Note Purchase Agreement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Additional paid in capital | 4,748,000 | |||||||||||||||||
PORTUGAL | Foreign Line of Credit [Member] | Clever Leaves Portugal Unipessoal LDA [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Loans and borrowings | $ 1,213,000 | € 1,000,000 | ||||||||||||||||
PORTUGAL | Foreign Line of Credit [Member] | Forecast [Member] | Clever Leaves Portugal Unipessoal LDA [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Installments (in Euro) | € | € 63,000 | |||||||||||||||||
COLOMBIA | Secured Debt [Member] | Ecomedics S.A.S. [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Debt instrument, face amount | 1,222,000 | $ 5,015,800 | ||||||||||||||||
Loans and borrowings | $ 1,153,000 | $ 4,592,095 | ||||||||||||||||
COLOMBIA | Minimum [Member] | Secured Debt [Member] | Ecomedics S.A.S. [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Interest per annum | 12.20% | 12.20% | ||||||||||||||||
COLOMBIA | Maximum [Member] | Secured Debt [Member] | Ecomedics S.A.S. [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Interest per annum | 12.25% | 12.25% | ||||||||||||||||
Rock Cliff [Member] | Herbal Brands, Inc. [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights (in Shares) | shares | 63,597 | 63,597 | 63,597 | |||||||||||||||
Strike price per share (in Dollars per share) | $ / shares | $ 26.73 | $ 26.73 | ||||||||||||||||
Rock Cliff [Member] | Herbal Brands, Inc. [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Number of securities called by warrants or rights (in Shares) | shares | 193,402 | 193,402 | 193,402 | 193,402 | ||||||||||||||
Initial fair value | $ 717,000 | $ 717,000 | ||||||||||||||||
Strike price per share (in Dollars per share) | $ / shares | $ 8.79 | $ 8.79 | $ 8.79 | |||||||||||||||
Rock Cliff [Member] | Warrant [Member] | Herbal Brands, Inc. [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Loans and borrowings | $ 7,783,000 | $ 7,783,000 | ||||||||||||||||
Initial fair value | 717,000 | |||||||||||||||||
Additional paid-in capital | $ 717,000 | $ 717,000 | ||||||||||||||||
Rock Cliff [Member] | Warrant [Member] | Herbal Brands, Inc. [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Total debt amortization | $ 410,000 | |||||||||||||||||
[1] | The Company reclassified $426 debt issuance amortization, reported in previous period in other -noncash |
Debt (Details) - Schedule of co
Debt (Details) - Schedule of components of Debt - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Total debt, current portion | $ 17,508 | $ 880 | |
Total debt, long term | 7,587 | 32,963 | |
Ending balance | 25,095 | 33,843 | |
Convertible Notes Due 2024 [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, long term | 1,140 | ||
Convertible Notes Due 2024 [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, current portion | [1] | 16,559 | |
Herbal Brand Loans [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, current portion | [2] | 470 | 880 |
Total debt, long term | [3] | 4,760 | 5,191 |
Other Loans and Borrowings [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, current portion | 479 | ||
Total debt, long term | 1,687 | 630 | |
Convertible Notes Due 2022 [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Total debt, long term | [4],[5] | $ 27,142 | |
[1] | Convertible Note, current portion reflects, net of debt discount and debt issuance costs of $2,197 in 2021. | ||
[2] | The Company reclassified $880 current portion of Herbal Brands Loan, reported in previous period in long term debt, to conform to the current period presentation. | ||
[3] | Herbal Brand’s Loan, non current reflects debt issuance amortization of $410 in 2021. | ||
[4] | During the year ended December 31, 2021, the Company wrote off $483 of unamortized debt financing cost related to the repayment of its Series D Convertible Note due March 2022. | ||
[5] | Series D Convertible note, non current reflects, net of debt issuance costs of $741 in 2020. |
Capital Stock (Details)
Capital Stock (Details) $ / shares in Units, $ in Thousands | Apr. 30, 2019USD ($)$ / sharesshares | Nov. 30, 2020USD ($)shares | Jul. 31, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($)$ / sharesshares | Apr. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 18, 2020shares | Aug. 31, 2020$ / sharesshares |
Capital Stock (Details) [Line Items] | ||||||||||
Common stock, shares outstanding | 26,605,797 | 24,883,024 | ||||||||
Common stock, shares issued | 26,605,797 | 24,883,024 | ||||||||
Common shares | 7,000 | |||||||||
Noteholders value (in Dollars) | $ | $ 6,047 | |||||||||
Principal and accrued interest (in Dollars) | $ | $ 26,538 | $ 4,191 | ||||||||
Preferred shares, shares issued | ||||||||||
Non-cash accretion expense (in Dollars) | $ | $ 10,219 | |||||||||
Percenatge of shares reserve | 50.00% | |||||||||
Shares reserve | 570,212 | |||||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.5 | |||||||||
Commencing period | 30 days | |||||||||
Price per warrant (in Dollars per share) | $ / shares | $ 0.01 | |||||||||
Outstanding warrant | 50.10% | |||||||||
Total proceeds (in Dollars) | $ | $ 1,410 | |||||||||
Net gain on remeasurement (in Dollars) | $ | $ 16,856 | |||||||||
Sponsor [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Common shares percentage | 50.00% | |||||||||
Remaining of the common shares | 50.00% | |||||||||
Class C Convertible Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Preferred shares | 1,456,439 | |||||||||
Preferred shares converted into common shares | one-for-one | |||||||||
Class D Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 3,571,591 | |||||||||
Preferred shares, liquidation preference | 1.4 | |||||||||
Preferred stock, conversion price per share (in Dollars per share) | $ / shares | $ 3.288 | |||||||||
Exercise of the warrants shares | 9,509 | |||||||||
Convertible Notes Due 2024 [Member] | Common Stock [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Common shares | 7,000 | |||||||||
Noteholders value (in Dollars) | $ | $ 15 | |||||||||
Principal and accrued interest (in Dollars) | $ | $ 3,500 | |||||||||
Series E Convertible Debentures [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 984,567 | |||||||||
Neem Holdings Warrants [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Exercise of the warrants shares | 300,000 | |||||||||
Neem Holdings Warrants [Member] | Neem Holdings [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 300,000 | |||||||||
Aggregate purchase price (in Dollars) | $ | $ 3 | |||||||||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Share-based Payment Arrangement, Tranche Five [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Common shares percentage | 50.00% | |||||||||
Performance conditions met shares issued | 0 | |||||||||
Purchase Agreement [Member] | Convertible Notes Due 2024 [Member] | Common Stock [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Common shares | 720,085 | |||||||||
Eagle Canada Holdings, Inc. [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 1,562,339 | |||||||||
Eagle Canada Holdings, Inc. [Member] | Northern Swan International, Inc. [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Sale of common shares | 287,564 | |||||||||
Preferred Stock [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Preferred shares, shares issued | 0 | 0 | ||||||||
Preferred shares, shares outstanding | 0 | 0 | ||||||||
Private Placement [Member] | Class D Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Liquidation preference | 1.4 | |||||||||
Issue price period | 1 year | |||||||||
Liquidation preference quarterly | 0.02 | |||||||||
Private Placement [Member] | Series E Fundraising [Member] | Class D Convertible Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Gross proceeds (in Dollars) | $ | $ 14,396 | |||||||||
Private Placement [Member] | Series E Fundraising [Member] | Class C Convertible Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Company paid the investor (in Dollars) | $ | 6,250 | |||||||||
Private Placement [Member] | Series E Fundraising [Member] | Class D Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Gross proceeds (in Dollars) | $ | $ 4,000 | |||||||||
Net proceeds (in Dollars) | $ | $ 7,771 | |||||||||
Founders Stock [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Recapitalization shares | 1,168,421 | |||||||||
Maximum [Member] | Sponsor [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Trading days | 30 days | |||||||||
Maximum [Member] | Private Placement [Member] | Class D Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Liquidation preference | 1.75 | |||||||||
Minimum [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Share price (in Dollars per share) | $ / shares | $ 12.5 | |||||||||
Minimum [Member] | Sponsor [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Trading days | 20 days | |||||||||
Minimum [Member] | Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Share-based Payment Arrangement, Tranche Five [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Share price (in Dollars per share) | $ / shares | $ 12.5 | |||||||||
Trading days | 20 days | |||||||||
Warrant [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Public warrants | 12,877,361 | 13,000,000 | ||||||||
Total proceeds (in Dollars) | $ | $ 1,410 | |||||||||
Public warrants for holders | 122,639 | |||||||||
Private Placement [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Public warrants | 4,900,000 | |||||||||
Private warrants | 4,900,000 | |||||||||
Preferred Stock [Member] | Private Placement [Member] | Class D Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ / shares | $ 11 | |||||||||
Preferred Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Investing Group, One [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Number of investors | 3 | |||||||||
Preferred Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Class D Convertible Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares issued | 1,308,733 | |||||||||
Price per share (in Dollars per share) | $ / shares | $ 11 | |||||||||
Preferred Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Class C Convertible Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ / shares | $ 8.79 | |||||||||
Preferred shares purchase and cancellation | 711,035 | 711,035 | ||||||||
Preferred Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Class C Convertible Preferred Shares [Member] | Investing Group, One [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Convertible preferred shares | 848,363 | |||||||||
Preferred Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Class D Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares issued | 363,636 | |||||||||
Price per share (in Dollars per share) | $ / shares | $ 11 | |||||||||
Issuance cost (in Dollars) | $ | $ 375 | |||||||||
Preferred Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Class D Preferred Shares [Member] | Investing Group, One [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Preferred shares | 646,846 | |||||||||
Common Stock [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Common shares | 720,085 | |||||||||
Converted common share | 9,654,721 | |||||||||
Shares of outstanding | 8,486,300 | |||||||||
Share price (in Dollars per share) | $ / shares | $ 15 | |||||||||
Performance conditions met shares issued | 0 | |||||||||
Percenatge of shares reserve | 50.00% | |||||||||
Shares reserve | 570,212 | |||||||||
Purchase common share | 1 | |||||||||
Common Stock [Member] | Neem Holdings Warrants [Member] | Neem Holdings [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 300,000 | |||||||||
Common Stock [Member] | Private Placement [Member] | Class D Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 3,571,591 | |||||||||
Common Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Class D Convertible Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 2,015,449 | |||||||||
Common Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Class C Convertible Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 233,788 | 233,788 | ||||||||
Common Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Class C Convertible Preferred Shares [Member] | Investing Group, One [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 278,942 | |||||||||
Common Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Class D Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 559,999 | |||||||||
Common Stock [Member] | Private Placement [Member] | Series E Fundraising [Member] | Class D Preferred Shares [Member] | Investing Group, One [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 996,143 | |||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Trading days | 30 years | |||||||||
Common Stock [Member] | Maximum [Member] | Warrant [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Trading days | 30 days | |||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Share price (in Dollars per share) | $ / shares | $ 18 | |||||||||
Trading days | 20 years | |||||||||
Common Stock [Member] | Minimum [Member] | Warrant [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Trading days | 20 days | |||||||||
Additional Paid-in Capital [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Noteholders value (in Dollars) | $ | $ 6,047 | |||||||||
Additional Paid-in Capital [Member] | Private Placement [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Non-cash accretion expense (in Dollars) | $ | $ 10,219 | |||||||||
Common Shares, Earnout [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Converted common share | 1,140,423 | |||||||||
Rock Cliff [Member] | Herbal Brands, Inc. [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Exercise of the warrants shares | 63,597 | 63,597 | ||||||||
Exercise price (in Dollars per share) | $ / shares | $ 26.73 | $ 26.73 | ||||||||
Rock Cliff [Member] | Herbal Brands, Inc. [Member] | Class C Convertible Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Exercise of the warrants shares | 193,402 | 193,402 | 193,402 | |||||||
Exercise price (in Dollars per share) | $ / shares | $ 8.79 | $ 8.79 | $ 8.79 | |||||||
Fair value of the warrants (in Dollars) | $ | $ 717 | $ 717 | ||||||||
Rock Cliff [Member] | Warrant [Member] | Herbal Brands, Inc. [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Fair value of the warrants (in Dollars) | $ | $ 717 | |||||||||
Rock Cliff [Member] | Warrant [Member] | Herbal Brands, Inc. [Member] | Class C Convertible Preferred Shares [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Amortized interest expense (in Dollars) | $ | $ 410 |
General and Administration (Det
General and Administration (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
General And Administration [Abstract] | |
Research and development expenses | $ 1,009 |
General and Administration (D_2
General and Administration (Details) - Schedule of components of general and administrative expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of components of general and administrative expenses [Abstract] | ||
Salaries and benefits | $ 14,309 | $ 13,354 |
Office and administration | 5,024 | 3,319 |
Professional fees | 6,227 | 6,985 |
Share based compensation | 11,451 | 1,652 |
Rent | 1,082 | 1,700 |
Other | 305 | 1,809 |
Total | $ 38,398 | $ 28,819 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Option [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Weighted-average grant date, fair value (in Dollars per share) | $ 9.97 | $ 2.02 |
Share based compensation (in Dollars) | $ 1,414 | $ 2,276 |
Recognized over a weighted average period | 1 year 4 months 24 days | 1 year 10 months 24 days |
Restricted Stock Units (RSUs), Time-Based [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Share based compensation (in Dollars) | $ 4,708 | $ 521 |
Recognized over a weighted average period | 2 years 4 months 24 days | 1 year 3 months 18 days |
Restricted Stock Units (RSUs), Market-Based [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Share based compensation (in Dollars) | $ 8,462 | |
Recognized over a weighted average period | 3 years 1 month 6 days | |
Minimum [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Share Price (in Dollars per share) | $ 12.5 | |
Common Stock [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Share Price (in Dollars per share) | 15 | |
Common Stock [Member] | Minimum [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Share Price (in Dollars per share) | $ 18 | |
Number of consecutive trading days | 20 years | |
Common Stock [Member] | Maximum [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Number of consecutive trading days | 30 years | |
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Issuance of common shares (in Shares) | 4,500,000 | |
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan [Member] | Common Stock [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Expiration period | 10 years | |
Vesting period | 4 years | |
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan [Member] | Common Stock [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Vesting percentage | 25.00% | |
Clever Leaves Holdings Inc. 2020 Incentive Award Plan [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Issuance of common shares (in Shares) | 2,813,215 | |
Expiration period | 10 years | |
Vesting period | 4 years | |
Clever Leaves Holdings Inc. 2020 Incentive Award Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Shares granted (in Shares) | 1,741,659 | |
Clever Leaves Holdings Inc. 2020 Incentive Award Plan [Member] | Minimum [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Vesting period | 1 year | |
Clever Leaves Holdings Inc. 2020 Incentive Award Plan [Member] | Maximum [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Vesting period | 4 years | |
Clever Leaves Holdings Inc. 2020 Incentive Award Plan [Member] | Common Stock [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Common shares (in Shares) | 2,378,365 | 2,813,215 |
Clever Leaves Holdings Inc. 2020 Incentive Award Plan [Member] | Common Stock [Member] | Share-based Payment Arrangement, Tranche Four [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Vesting percentage | 25.00% | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Share-based Payment Arrangement, Tranche Five [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Percentage of share reserved for issuance | 50.00% | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Share-based Payment Arrangement, Tranche Six [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Share Price (in Dollars per share) | $ 15 | |
Percentage of share reserved for issuance | 50.00% | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Restricted Stock Units (RSUs), Market-Based [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Share Price (in Dollars per share) | $ 12.5 | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Minimum [Member] | Share-based Payment Arrangement, Tranche Five [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Share Price (in Dollars per share) | $ 12.5 | |
Number of consecutive trading days | 20 days | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Minimum [Member] | Share-based Payment Arrangement, Tranche Six [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Number of consecutive trading days | 20 years | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Minimum [Member] | Restricted Stock Units (RSUs), Market-Based [Member] | Share Based Payment Arrangement Tranche Seven [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Share Price (in Dollars per share) | $ 12.5 | |
Number of consecutive trading days | 20 days | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Minimum [Member] | Restricted Stock Units (RSUs), Market-Based [Member] | Share Based Payment Arrangement Tranche Eight [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Share Price (in Dollars per share) | $ 15 | |
Number of consecutive trading days | 20 days | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Maximum [Member] | Share-based Payment Arrangement, Tranche Five [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Number of consecutive trading days | 30 days | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Maximum [Member] | Share-based Payment Arrangement, Tranche Six [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Number of consecutive trading days | 30 years | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Maximum [Member] | Restricted Stock Units (RSUs), Market-Based [Member] | Share Based Payment Arrangement Tranche Seven [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Number of consecutive trading days | 30 days | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Maximum [Member] | Restricted Stock Units (RSUs), Market-Based [Member] | Share Based Payment Arrangement Tranche Eight [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Number of consecutive trading days | 30 days | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Common Stock [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Common shares (in Shares) | 35,602 | 1,440,000 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Shared Based Compensation Expense | $ 11,451 | $ 1,652 |
Stock Options [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Shared Based Compensation Expense | 1,293 | 1,366 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Shared Based Compensation Expense | $ 10,158 | $ 286 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details) - Schedule of weighted average assumptions - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Black-Scholes Merton option [Member] | ||
Share-Based Compensation (Details) - Schedule of weighted average assumptions [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 90.00% | 85.00% |
Expected life (in years) | 6 years 3 months | 1 month 20 days |
Monte Carlo [Member] | ||
Share-Based Compensation (Details) - Schedule of weighted average assumptions [Line Items] | ||
Expected dividend yield | 0.00% | |
Expected volatility | 90.00% | |
Grant date share price (in Dollars per share) | $ 13.68 | |
Risk-free interest rate | 0.52% | |
Minimum [Member] | Black-Scholes Merton option [Member] | ||
Share-Based Compensation (Details) - Schedule of weighted average assumptions [Line Items] | ||
Expected volatility | 75.00% | |
Expected life (in years) | 5 years | |
Minimum [Member] | Monte Carlo [Member] | ||
Share-Based Compensation (Details) - Schedule of weighted average assumptions [Line Items] | ||
Expected life (in years) | 1 year 3 months 18 days | |
Maximum [Member] | Black-Scholes Merton option [Member] | ||
Share-Based Compensation (Details) - Schedule of weighted average assumptions [Line Items] | ||
Expected volatility | 90.00% | |
Expected life (in years) | 5 years | |
Maximum [Member] | Monte Carlo [Member] | ||
Share-Based Compensation (Details) - Schedule of weighted average assumptions [Line Items] | ||
Expected life (in years) | 3 years 9 months 18 days |
Share-Based Compensation (Det_4
Share-Based Compensation (Details) - Schedule of stock option activity - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock option activity [Abstract] | ||
Stock Options Outstanding, beginning balance | 896,888 | 1,195,544 |
Weighted-Average Exercise Price Outstanding, beginning balance | $ 5.22 | $ 14.18 |
Weighted-Average Remaining Contractual Term (Years) Outstanding, beginning balance | 3 years 2 months 15 days | |
Aggregate Intrinsic Value Outstanding, beginning balance | $ 2,889 | $ 3,194 |
Stock Options, Granted | 64,736 | 121,291 |
Weighted-Average Exercise Price, Granted | $ 13.81 | $ 6.71 |
Weighted-Average Remaining Contractual Term (Years), Granted | 9 years 2 months 23 days | 3 years 7 months 20 days |
Stock Options, Exercised | (40,942) | (88,706) |
Weighted-Average Exercise Price, Exercised | $ 0.24 | $ 0.24 |
Aggregate Intrinsic Value, Exercised | $ 434 | $ 705 |
Stock Options, Forfeited | (46,830) | (331,241) |
Weighted-Average Exercise, Forfeited | $ 10.65 | $ 11.86 |
Stock Options, Expired | (89,659) | |
Weighted-Average Exercise Price, Expired | $ 9.43 | |
Stock Options Outstanding, ending balance | 784,193 | 896,888 |
Weighted-Average Exercise Price Outstanding, ending balance | $ 5.91 | $ 5.22 |
Weighted-Average Remaining Contractual Term (Years) Outstanding, term, ending | 3 years 8 months 4 days | 3 years 11 months 15 days |
Aggregate Intrinsic Value, Outstanding, ending | $ 2,889 | |
Stock Options, Vested and expected to vest | 772,912 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ 5.85 | |
Weighted-Average Remaining Contractual Term (Years), Vested and expected to vest | 3 years 8 months 8 days | |
Aggregate Intrinsic Value, Vested and expected to vest | ||
Stock Options, Vested and exercisable | 496,830 | |
Weighted-Average Exercise Price, Vested and exercisable | $ 5.83 | |
Weighted-Average Remaining Contractual Term (Years, Vested and exercisable | 3 years 7 months 9 days | |
Aggregate Intrinsic Value, Vested and exercisable |
Share-Based Compensation (Det_5
Share-Based Compensation (Details) - Schedule of time-based restricted share unit activity - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units (RSUs), Time-Based [Member] | ||
Share-Based Compensation (Details) - Schedule of time-based restricted share unit activity [Line Items] | ||
Restricted Share Units, Unvested, beginning balance | 78,634 | |
Weighted-Average Grant Date Fair Value, Unvested, beginning balance | $ 3.25 | |
Restricted Share Units, Granted | 592,213 | 83,715 |
Weighted-Average Grant Date Fair Value, Granted | $ 12.61 | $ 3.25 |
Restricted Share Units, Vested | (151,000) | (2,989) |
Weighted-Average Grant Date Fair Value, Vested | $ 13.86 | $ 3.25 |
Restricted Share Units, Canceled/forfeited | (17,146) | (2,092) |
Weighted-Average Grant Date Fair Value, Canceled/forfeited | $ 7.86 | $ 3.25 |
Restricted Share Units, Unvested, ending balance | 502,701 | 78,634 |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ 10.93 | $ 3.25 |
Restricted Stock Units (RSUs), Market-Based [Member] | ||
Share-Based Compensation (Details) - Schedule of time-based restricted share unit activity [Line Items] | ||
Restricted Share Units, Unvested, beginning balance | ||
Weighted-Average Grant Date Fair Value, Unvested, beginning balance | ||
Restricted Share Units, Granted | 1,256,785 | |
Weighted-Average Grant Date Fair Value, Granted | $ 13.06 | |
Restricted Share Units, Vested | (117,895) | |
Weighted-Average Grant Date Fair Value, Vested | $ 13.91 | |
Restricted Share Units, Canceled/forfeited | (65,559) | |
Weighted-Average Grant Date Fair Value, Canceled/forfeited | $ 13.53 | |
Restricted Share Units, Unvested, ending balance | 1,073,331 | |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ 12.94 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, current liabilities | $ 653 | $ 870 |
Deferred revenue, non current liabilities | $ 1,548 | $ 1,167 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Account receivable balance percentage | 10.00% | |
Net revenue percentage | 10.00% |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of segment reporting information, by segment - Operating Segments [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Net Sales: | ||
Total Net Sales | $ 15,374 | $ 12,117 |
Segment Profit (Loss): | ||
Gross profit | (14,284) | (16,935) |
Reconciliation: | ||
Total Segment Loss | (14,284) | (16,935) |
Unallocated corporate expenses | (11,196) | (6,405) |
Non-cash share based compensation | (11,451) | (1,652) |
Depreciation and amortization | (1,768) | (1,854) |
Goodwill impairment | (18,508) | (1,682) |
Loss from operations | (57,207) | (28,528) |
(Gain) loss on debt extinguishment, net | (3,262) | 2,360 |
Gain on remeasurement of warrant liability | (16,856) | (10,780) |
Loss on fair value of derivative instrument | 657 | |
Loss on investments | 464 | |
Foreign exchange loss | 1,276 | 491 |
Interest expense | 6,818 | 4,455 |
Other income, net | (502) | (284) |
Loss from operations before income taxes and equity investment loss | (44,681) | (25,891) |
Long-lived assets | ||
Long-lived assets | 30,932 | 25,680 |
Cannabinoid [Member] | ||
Segment Net Sales: | ||
Total Net Sales | 3,242 | 2,511 |
Segment Profit (Loss): | ||
Gross profit | (16,915) | (18,798) |
Long-lived assets | ||
Long-lived assets | 30,709 | 25,485 |
Non-Cannabinoid [Member] | ||
Segment Net Sales: | ||
Total Net Sales | 12,132 | 9,606 |
Segment Profit (Loss): | ||
Gross profit | 2,631 | 1,863 |
Long-lived assets | ||
Long-lived assets | 216 | 176 |
Other [Member] | ||
Long-lived assets | ||
Long-lived assets | $ 7 | $ 19 |
Segment Reporting (Details) -_2
Segment Reporting (Details) - Schedule of revenue by major customers by reporting segments - Customer Concentration Risk [Member] | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | ||||
Customer A [Member] | Revenue Benchmark [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | [1],[2] | ||||
Customer A [Member] | Accounts Receivable [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | [2] | [1] | 40.00% | ||
Customer B [Member] | Revenue Benchmark [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | [1],[2] | ||||
Customer B [Member] | Accounts Receivable [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | [2] | [1] | 23.00% | ||
Customer C [Member] | Revenue Benchmark [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | [3] | 17.00% | 21.00% | ||
Customer C [Member] | Accounts Receivable [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | [3] | 25.00% | 11.00% | ||
Customer D [Member] | Revenue Benchmark [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | [1],[2] | ||||
Customer D [Member] | Accounts Receivable [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | [2] | 18.00% | [1] | ||
[1] | denotes less than 10% | ||||
[2] | net sales attributed are reflected in the cannabinoid segments | ||||
[3] | net sales attributed are reflected in the non -cannabinoid |
Segment Reporting (Details) - D
Segment Reporting (Details) - Disaggregation of revenue by channel - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 15,374 | $ 12,117 |
Mass retail [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,070 | 6,879 |
Distributors [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,835 | 4,036 |
Specialty, health and other retail [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 945 | 689 |
E-commerce [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 524 | $ 513 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax rate, percentage | 27.00% | 27.00% |
Deferred tax assets (in Dollars) | $ 390 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of income tax - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax | ||
Current tax expense in respect of the current year | ||
Deferred tax | ||
Deferred tax expense (recovery) in the current year | 950 | |
Total income tax expense recognized in the current year | $ 950 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of reconciliation of income tax expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of reconciliation of income tax expense [Abstract] | |||
Net loss before income tax | $ (44,681) | $ (25,891) | |
Expected federal income tax recovery calculated at 27%(a) | [1] | (12,064) | (6,992) |
Effect of income/expenses, net, that are not (taxable)/deductible (permanent differences) in determining taxable profit | 3,493 | (1,454) | |
Tax rates differences applicable to foreign subsidiaries | (708) | (143) | |
Adjustments related to prior years | 0 | 958 | |
Change valuation allowance | 7,988 | 8,009 | |
Foreign exchange | 1,226 | (378) | |
Changes in tax rates | 950 | ||
Other | 65 | ||
Income tax expense | $ 950 | ||
[1] | Due to the substantial alignment of the taxable income base between Canada and its provinces, the combined federal and provincial rate has been used as the reconciliation rate. |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of net deferred tax assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset (liability) | ||
Non-capital losses carry forward | $ 24,139 | $ 18,436 |
Capital losses carryforward | 98 | 98 |
Other | 3,765 | 1,697 |
Property, plant and equipment | 595 | 279 |
Intangibles | 581 | 441 |
Deferred tax assets | 29,178 | 20,951 |
Valuation allowance | (28,513) | (20,525) |
Intangible assets | (6,650) | (5,700) |
Other | (665) | (426) |
Net deferred tax liability | $ (6,650) | $ (5,700) |
Income Tax (Details) - Schedu_4
Income Tax (Details) - Schedule of operating loss $ in Thousands | Dec. 31, 2021USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 84,307 |
Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 22,077 |
United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 14,161 |
Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 28,810 |
United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 10,156 |
Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 9,103 |
2030 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 2,689 |
2030 [Member] | Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2030 [Member] | United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2030 [Member] | Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 2,689 |
2030 [Member] | United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2030 [Member] | Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2030 [Member] | Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2031 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 14,304 |
2031 [Member] | Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2031 [Member] | United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2031 [Member] | Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 12,395 |
2031 [Member] | United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2031 [Member] | Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1,909 |
2031 [Member] | Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2032 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 10,223 |
2032 [Member] | Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2032 [Member] | United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2032 [Member] | Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 6,135 |
2032 [Member] | United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2032 [Member] | Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 4,088 |
2032 [Member] | Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2033 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 11,750 |
2033 [Member] | Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2033 [Member] | United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2033 [Member] | Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 7,591 |
2033 [Member] | United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2033 [Member] | Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 4,159 |
2033 [Member] | Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2037 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 641 |
2037 [Member] | Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2037 [Member] | United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 641 |
2037 [Member] | Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2037 [Member] | United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2037 [Member] | Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2037 [Member] | Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2038 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 117 |
2038 [Member] | Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 117 |
2038 [Member] | United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2038 [Member] | Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2038 [Member] | United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2038 [Member] | Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2038 [Member] | Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2039 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1,058 |
2039 [Member] | Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1,058 |
2039 [Member] | United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2039 [Member] | Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2039 [Member] | United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2039 [Member] | Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2039 [Member] | Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2040 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 11,605 |
2040 [Member] | Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 11,605 |
2040 [Member] | United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2040 [Member] | Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2040 [Member] | United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2040 [Member] | Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2040 [Member] | Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2041 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 9,297 |
2041 [Member] | Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 9,297 |
2041 [Member] | United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2041 [Member] | Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2041 [Member] | United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2041 [Member] | Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2041 [Member] | Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
Indefinite [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 22,623 |
Indefinite [Member] | Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
Indefinite [Member] | United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 13,520 |
Indefinite [Member] | Colombia [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
Indefinite [Member] | United Kingdom [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
Indefinite [Member] | Portugal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
Indefinite [Member] | Germany [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 9,103 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss | $ (45,726) | $ (25,895) |
Adjustments to reconcile to net loss available to common stockholders: | ||
Accretion of Class D preferred shares to liquidation preference on automatic conversion | $ 10,219 | |
Net loss – basic and diluted | $ (45,726) | $ (36,114) |
Denominator: | ||
Weighted-average common shares outstanding – basic and diluted | 25,690,096 | 10,815,580 |
Net loss per common share – basic and diluted | $ (1.78) | $ (3.34) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of following potential common shares, presented based on amounts outstanding - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 20,771,386 | 20,079,536 |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 17,840,951 | 17,963,591 |
SAMA earnout shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 570,211 | 1,140,423 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 784,193 | 896,888 |
Unvested restricted share units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,576,031 | 78,634 |
Contingencies and Commitments_2
Contingencies and Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Minimum annual lease payment | 5 years | |
Insurance coverage | $ 2,350 | $ 2,800 |
Contingencies and Commitments_3
Contingencies and Commitments (Details) - Schedule of future minimum annual lease payments $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future minimum annual lease payments [Abstract] | |
2022 | $ 1,910 |
2023 | 1,562 |
2024 | 845 |
2025 | 337 |
2026 | 152 |
Thereafter | 286 |
Total | $ 5,092 |
Related Party Transactions (Det
Related Party Transactions (Details) - Herbal Brands, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | Dec. 31, 2021 | Aug. 31, 2020 | |
Rock Cliff Loan [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Principal amount | $ 8,500 | ||
Interest rate | 8.00% | ||
Rock Cliff [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Purchasing preferred shares | 63,597 | 63,597 | |
Strike price | $ 26.73 | $ 26.73 | |
Series C Preferred Stock [Member] | Rock Cliff [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Purchasing preferred shares | 193,402 | 193,402 | |
Strike price | $ 8.79 | $ 8.79 | |
Class of warrant or right, fair valu | $ 717 | $ 717 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, € in Thousands | Mar. 22, 2022USD ($)shares | Feb. 28, 2022 | Feb. 01, 2022USD ($)shares | Feb. 01, 2022EUR (€)shares | Jan. 14, 2022USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Feb. 02, 2022shares | Jan. 13, 2022$ / shares | Jul. 19, 2021$ / shares |
Subsequent Events (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | shares | 7,000 | |||||||||
Value of debt conversion | $ 6,047,000 | |||||||||
Accrued interest | $ 26,538,000 | $ 4,191,000 | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Shares of warrant (in Shares) | shares | 4,900,000 | |||||||||
Class of Warrant or Right, Waiver Termination Period With Prior Written Notice | 61 days | |||||||||
Grant of RSUs, description | the Company granted 1,741,659 RSUs to its management, employees, and outside advisors available under the 2020 Incentive Award Plan. The vesting period of these grants range from 1 to 4 years. Please refer to Note 15 for more details on the 2020 Incentive Award Plan. | |||||||||
Cansativa [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Percentage of diluted basis | 9.00% | 14.22% | ||||||||
Cansativa [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Shares of investment (in Shares) | shares | 1,586 | 1,586 | ||||||||
Investment of cansativa shares (in Euro) | € | € 2,300 | |||||||||
Equity ownership amount | $ 2,055,000 | |||||||||
Percentage of diluted basis | 9.00% | 9.00% | ||||||||
Convertible Notes Due 2024 [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Capital market value of per shares (in Dollars per share) | $ / shares | $ 7 | |||||||||
Convertible Notes Due 2024 [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Capital market value of per shares (in Dollars per share) | $ / shares | $ 2.2 | |||||||||
Equity Distribution Agreement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Shares of investment (in Shares) | shares | 2,801,997 | |||||||||
Aggregate offering price amount | $ 50,000,000 | |||||||||
Common rate of exceed price | 3.00% | |||||||||
Net proceeds | $ 3,316,000 | |||||||||
At-the Market [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Aggregate offering price amount | $ 18,000,000 | |||||||||
Common Stock [Member] | Convertible Notes Due 2024 [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | shares | 7,000 | |||||||||
Value of debt conversion | $ 15,000 | |||||||||
Accrued interest | $ 3,500,000 | |||||||||
Common Stock [Member] | Convertible Notes Due 2024 [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Convertible note payable | $ 16,395,000 |