CORRECTION OF ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3. Subsequent to the issuance of the Consolidated Financial Statements as of, and for the years ended, December 31, 2022 and 2021 on March 31, 2023, the Company discovered misclassifications and oversights which impacted the presentation of financial statements in prior periods. In particular, the Company identified certain distributor fees from consumer packaged goods sales included in cost of goods sold which should have been direct reductions to revenues, certain intercompany sales transacted through third-party distributors that were presented as third-party sales, correction of purchase price allocations and impairment of goodwill for certain acquisitions recognized in the first quarter of fiscal year 2023 that have been recognized in fiscal year 2022. The Company has reviewed applicable accounting guidance and deemed these misclassifications and oversights as errors to previously issued financial statements under ASC 250 “ Accounting Changes and Error Corrections Adjustments and reclasses as noted in the following schedules are as follows: (1) Reclassifications to conform with current year presentation. (2) Correction of certain intercompany sales transacted through third-party distributors that were previously presented as third-party sales and not eliminated. (3) Correction of distributor fees from consumer packaged goods sales included in cost of goods which should have been a reduction in revenues. (4) Corrections of purchase price allocations and impairments related to inventory valuation and correction of slotting fees that were included as COGS which should have been a reduction in revenue. (5) Additional corrections as a result of further analysis related to inventory valuation and correction of slotting fees that were included as cost of goods sold which should have been a reduction of revenue. (6) Tax adjustments related to the above. 3. CORRECTION OF ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continue) The following tables present the summary impacts of the adjustments on our previously reported consolidated balance sheets as of December 31, 2022 and 2021: As of December 31, 2022 As of December 31, 2021 Previously Reported Reclassifications Adjustment As Corrected Previously Reported Adjustment As Corrected ASSETS Current Assets: Cash $ 11,143,502 $ — $ — $ 11,143,502 $ 51,066,831 $ — $ 51,066,831 Restricted Cash 3,000,000 — — 3,000,000 3,000,000 — 3,000,000 Accounts Receivable, Net 5,652,949 — (1) (864,201) (2) 4,788,748 2,893,911 (429,397) (2) 2,464,514 Prepaid Expenses and Other Current Assets 8,347,055 (590,983) (1) — 7,756,072 5,562,963 — 5,562,963 Inventory 12,057,570 (450,682) (656,817) (2)(4)(5) 10,950,071 6,596,302 (68,731) (2) 6,527,571 Notes Receivable 1,255,843 — — 1,255,843 — — — Total Current Assets 41,456,919 (1,041,665) (1,521,018) 38,894,236 69,120,007 (498,128) 68,621,879 Operating Lease Right-of-Use Assets, Net 10,847,642 — — 10,847,642 3,077,730 — 3,077,730 Finance Lease Right-of-Use Assets, net — 285,971 (1) — 285,971 — — — Long Term Investments 4,246,192 — — 4,246,192 7,196,359 — 7,196,359 Property, Plant and Equipment, Net 216,716,895 (285,971) (1) — 216,430,924 195,798,524 — 195,798,524 Intangible Assets, Net 48,651,835 — (12,730,000) (4) 35,921,835 5,629,833 — 5,629,833 Goodwill 21,808,566 — 15,988,735 (4) 37,797,301 4,918,823 — 4,918,823 Deferred Tax Asset, Net 1,289,882 — 222,450 (6) 1,512,332 — — — Other Assets 3,650,468 1,041,665 (1) 2 4,692,135 2,339,993 — 2,339,993 TOTAL ASSETS $ 348,668,399 $ — $ 1,960,169 $ 350,628,568 $ 288,081,269 $ (498,128) $ 287,583,141 LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES: Current Liabilities: Accounts Payable and Accrued Liabilities $ 22,333,788 $ (66,790) (1) $ (297,482) (2) $ 21,969,516 $ 10,215,004 $ (277,844) (2) $ 9,937,160 Income Taxes Payable 7,549,878 — 51,196 (6) 7,601,074 5,038,983 (1,229,840) (6) 3,809,143 Contingent Shares and Earnout Liabilities 14,656,666 — — 14,656,666 38,428,700 — 38,428,700 Shares Payable 8,588,915 — — 8,588,915 2,756,830 — 2,756,830 Current Portion of Operating Lease Liabilities 1,077,971 — — 1,077,971 269,154 — 269,154 Current Portion of Finance Lease Liabilities — 66,790 (1) — 66,790 — — — Current Portion of Notes Payable 40,237 — — 40,237 37,986 — 37,986 Total Current Liabilities 54,247,455 — (246,286) 54,001,169 56,746,657 (1,507,684) 55,238,973 Operating Lease Liabilities, Net of Current Portion 9,859,232 — — 9,859,232 2,865,480 — 2,865,480 Finance Lease Liabilities, Net of Current Portion — 214,017 (1) — 214,017 — — — Other Non-Current Liabilities 4,505,336 (214,017) (1) (1,490,496) (6) 2,800,823 1,449,045 — 1,449,045 Deferred Tax Liabilities, Net — — — — 1,330,815 (55,524) (6) 1,275,291 Notes Payable, Net of Current Portion 62,618,711 — — 62,618,711 44,817,436 — 44,817,436 TOTAL LIABILITIES 131,230,734 — (1,736,782) 129,493,952 107,209,433 (1,563,208) 105,646,225 MEZZANINE NON-CONTROLLING INTEREST: GH Group, Inc. Preferred Series B Shares ( no par value, 55,000 shares authorized, 49,969 and nil shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively) 51,774,193 — — 51,774,193 — — — GH Group, Inc. Preferred Series C Shares ( no par value, 5,000 shares authorized, 4,700 and nil shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively) 4,759,925 — — 4,759,925 — — — SHAREHOLDERS’ EQUITY: — — — Multiple Voting Shares (No par value, unlimited shares authorized, 4,754,979 shares issued and outstanding as of December 31, 2022 and December 31, 2021) — — — — — Subordinate Voting Shares ( No par value, unlimited shares authorized, 55,653,855 and 38,563,405 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively) — — — — — Exchangeable Shares ( No par value, unlimited shares authorized, 12,566,550 and 18,256,784 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively) — — — — — Additional Paid-In Capital 261,527,245 — — 261,527,245 241,896,900 — 241,896,900 Accumulated Deficit (96,362,182) — 3,696,951 (92,665,231) (60,827,290) 1,065,080 (59,762,210) Total Shareholders’ Equity Attributable to the Company 165,165,063 — 3,696,951 168,862,014 181,069,610 1,065,080 182,134,690 Non-Controlling Interest (4,261,516) — — (4,261,516) (197,774) — (197,774) TOTAL SHAREHOLDERS’ EQUITY 217,437,665 — 3,696,951 221,134,616 180,871,836 1,065,080 181,936,916 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 348,668,399 $ — $ 1,960,169 $ 350,628,568 $ 288,081,269 $ (498,128) $ 287,583,141 3. CORRECTION OF ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continue) The following tables present the summary impacts of the adjustments on our previously reported consolidated statements of operations for the years ended December 31, 2022 and 2021: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Previously Reported Adjustment As Corrected Previously Reported Adjustment As Corrected Revenues, Net $ 90,891,087 $ (6,017,095) (2)(3)(5) $ 84,873,992 $ 69,446,852 $ (6,254,346) (2)(3) $ 63,192,506 Cost of Goods Sold (Exclusive of Depreciation and Amortization Shown Separately Below) 69,352,692 (5,190,673) (2)(3)(4)(5) 64,162,019 53,427,461 (6,034,062) (2)(3) 47,393,399 Gross Profit 21,538,395 (826,422) 20,711,973 16,019,391 (220,284) 15,799,107 Operating Expenses: General and Administrative 45,756,572 (182,207) (4) 45,574,365 33,780,783 — 33,780,783 Sales and Marketing 3,427,338 — 3,427,338 3,530,529 — 3,530,529 Professional Fees 9,951,482 — 9,951,482 9,078,289 — 9,078,289 Depreciation and Amortization 12,301,466 — 12,301,466 4,767,396 — 4,767,396 Impairment Expense - Investments — — — 817,875 — 817,875 Impairment Expense - Goodwill — 5,850,772 (4) 5,850,772 — — — Total Operating Expenses 71,436,858 5,668,565 77,105,423 51,974,872 — 51,974,872 Loss from Operations (49,898,463) (6,494,987) (56,393,450) (35,955,481) (220,284) (36,175,765) Other Expense (Income): Interest Expense 7,608,490 — 7,608,490 2,736,875 — 2,736,875 Interest Income (56,468) — (56,468) (64,837) — (64,837) Loss on Equity Method Investments 2,006,639 — 2,006,639 1,089,047 — 1,089,047 Loss (Gain) on Change in Fair Value of Derivative Liabilities 29,863 — 29,863 (825,000) — (825,000) (Gain) on Change in Fair Value of Contingent Liabilities and Shares Payable (28,868,949) — (28,868,949) (4,031,634) — (4,031,634) Loss on Disposition of Subsidiary — — — 6,090,337 — 6,090,337 Loss on Extinguishment of Debt 489,647 — 489,647 — — — Other (Income) Expense, Net (252,822) — (252,822) 117,216 — 117,216 Total Other (Income) Expense, Net (19,043,600) — (19,043,600) 5,112,004 — 5,112,004 Loss from Operations Before Provision for Income Tax Expense (30,854,863) (6,494,987) (37,349,850) (41,067,485) (220,284) (41,287,769) Provision for Income Tax Expense 4,741,704 (9,126,858) (6) (4,385,154) 3,298,101 (1,285,364) (6) 2,012,737 Net Loss (35,596,567) 2,631,871 (32,964,696) (44,365,586) 1,065,080 (43,300,506) Net Loss Attributable to Non-Controlling Interest (61,675) — (61,675) (197,774) — (197,774) Net Loss Attributable to the Company $ (35,534,892) $ 2,631,871 $ (32,903,021) $ (44,167,812) $ 1,065,080 $ (43,102,732) Loss Per Share - Basic and Diluted $ (0.87) $ (0.83) $ (1.14) $ (1.11) Weighted-Average Shares Outstanding - Basic and Diluted 64,182,436 64,182,436 40,280,639 40,280,639 3. CORRECTION OF ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continue) The following tables present the summary impacts of the adjustments on our previously reported consolidated statements of cash flows for the years ended December 31, 2022 and 2021: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Previously Reported Reclassifications Adjustment As Corrected Previously Reported Reclassifications Adjustment As Corrected CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (35,596,567) $ — $ 2,631,871 $ (32,964,696) $ (44,365,586) $ — $ 1,065,080 $ (43,300,506) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Deferred Tax (Benefit) (2,620,697) — (8,917,398) (6) (11,538,095) (89,768) — (55,525) (6) (145,293) Bad Debt Expense 969,501 — (182,202) (4) 787,299 3,286,494 — — 3,286,494 Interest Capitalized to Notes Payable — — — — 1,427,522 — — 1,427,522 Interest Income Capitalized to Principal Balance — — — — (64,085) — — (64,085) Depreciation and Amortization 12,301,466 — — 12,301,466 4,767,396 — — 4,767,396 Loss on Equity Method Investments 2,006,639 — — 2,006,639 1,089,047 — — 1,089,047 Impairment Expense - Investments — — — — 817,875 — — 817,875 Impairment Expense - Goodwill — — 5,850,772 (4) 5,850,772 — — — — Loss on Disposition of Subsidiary — — — — 6,090,337 — — 6,090,337 Loss on Extinguishment of Debt 489,647 — — 489,647 — — — — Non-Cash Operating Lease Costs 32,657 812,338 (1) — 844,995 18,523 712,358 (1) — 730,881 Accretion of Debt Discount and Loan Origination Fees 1,521,638 — — 1,521,638 953,549 — — 953,549 (Gain) Loss on Change in Fair Value of Derivative Liabilities 29,863 — — 29,863 (825,000) — — (825,000) (Gain) on Change in Fair Value of Contingent Liabilities and Shares Payable (28,868,949) — — (28,868,949) (4,031,634) — — (4,031,634) Share-Based Compensation 12,755,681 — — 12,755,681 8,709,913 — — 8,709,913 Changes in Operating Assets and Liabilities: — — Accounts Receivable (2,013,793) — 434,801 (2)(4) (1,578,992) 2,182,335 — 429,397 (2) 2,611,732 Prepaid Expenses and Other Current Assets (2,157,037) 590,983 (1) — (1,566,054) (2,915,401) — — (2,915,401) Inventory (1,536,213) 450,682 (1) 411,256 (2)(4)(5) (674,275) 612,989 — 68,731 (2) 681,720 Other Assets (1,243,174) (1,041,665) (1) (2) (2,284,841) (1,881,146) — — (1,881,146) Accounts Payable and Accrued Liabilities 559,501 20,215 (1) (106,643) (2) 473,073 3,242,190 — (277,845) (2) 2,964,345 Interest Payments on Finance Leases (14,577) — — (14,577) — — — — Income Taxes Payable 712,507 — 1,281,036 (6) 1,993,543 89,514 — (1,229,839) (6) (1,140,325) Operating Lease Liabilities — (812,338) (1) — (812,338) — (712,358) (1) — (712,358) Other Non-Current Liabilities 1,867,139 — (1,403,491) (6) 463,648 599,687 — 1 599,688 NET CASH USED IN OPERATING ACTIVITIES (40,804,768) 20,215 — (40,784,553) (20,285,249) — — (20,285,249) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of Property and Equipment (27,765,732) — — (27,765,732) (108,495,825) — — (108,495,825) Issuance of Note Receivable (6,717,100) — — (6,717,100) (2,274,167) — — (2,274,167) Contributions to Equity Method Investments (513,343) — — (513,343) (787,502) — — (787,502) Distributions Received from Equity Method Investments 3,001,871 — — 3,001,871 340,780 — — 340,780 Cash Acquired in Business Acquisition, Net of Cash Paid 2,793,631 — — 2,793,631 (284,028) — — (284,028) NET CASH USED IN INVESTING ACTIVITIES (29,200,673) — — (29,200,673) (111,500,742) — — (111,500,742) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the Issuance of Notes Payable, Third Parties and Related Parties 9,421,000 — — 9,421,000 58,209,714 — — 58,209,714 Proceeds from the Issuance of Preferred Shares 31,957,950 — — 31,957,950 — — — — Payment on Finance Lease — (20,215) (1) — (20,215) — — — — Redemption of Preferred Shares (772,718) — — (772,718) — — — — Payments on Notes Payable, Third Parties and Related Parties (9,887,672) — — (9,887,672) (954,092) — — (954,092) Cash Received Upon Issuance of Equity 303,694 — — 303,694 125,859,372 — — 125,859,372 Contributions 3,060,000 — — 3,060,000 — — — — Distributions to Preferred Shareholders (4,000,142) — — (4,000,142) (1,797,423) — — (1,797,423) NET CASH PROVIDED BY FINANCING ACTIVITIES 30,082,112 (20,215) — 30,061,897 181,317,571 — — 181,317,571 NET (DECREASE) INCREASE IN CASH, RESTRICTED CASH AND CASH EQUIVALENTS (39,923,329) — — (39,923,329) 49,531,580 — — 49,531,580 Cash, Restricted Cash and Cash Equivalents, Beginning of Year 54,066,831 — — 54,066,831 4,535,251 — — 4,535,251 CASH, RESTRICTED CASH AND CASH EQUIVALENTS, END OF YEAR $ 14,143,502 $ — $ — $ 14,143,502 $ 54,066,831 $ — $ — $ 54,066,831 |