United States securities and exchange commission logo
June 22, 2022
Adam Hershey
Chief Executive Officer
General Cannabis Corp
1901 S. Navajo Street
Denver, Colorado 80223
Re: General Cannabis
Corp
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed March 25,
2022
Form 8-K/A Filed
March 15, 2022
File No. 0-54457
Dear Mr. Hershey:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting Policies
Goodwill and Intangibles, page 30
1. Please provide
information for investors to assess the probability of future goodwill
impairment charges. For
example, please disclose whether any of your reporting units are
at risk of failing the
quantitative impairment test or that the fair value of each of your
reporting units is
substantially in excess of its carrying value and is not at risk of failing.
If a reporting unit is
at risk of failing, you should disclose:
the percentage by
which fair value exceeded carrying value at the date of the most
recent test;
Adam Hershey
FirstName LastNameAdam Hershey
General Cannabis Corp
Comapany
June NameGeneral Cannabis Corp
22, 2022
June 22,
Page 2 2022 Page 2
FirstName LastName
the amount of goodwill allocated to the reporting unit;
a more detailed description of the methods and key assumptions
used and how the
key assumptions were determined;
a discussion of the degree of uncertainty associated with the
assumptions; and
a description of potential events and/or changes in
circumstances that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item 303(b)(3) of Regulation S-K.
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Operations, page 40
2. Please revise to present "Loss on impairment of assets" as an
operating expense in your
calculation of "Operating loss."
Note 2. Acquisitions, page 51
3. For each acquisition please disclose a qualitative description of the
factors that make up
the goodwill recognized, such as expected synergies from combining
operations of the
acquiree and the acquirer, intangible assets that do not qualify for
separate recognition, or
other factors. Refer to ASC 805-30-50-1a.
Item 9A. Controls and Procedures, page 74
4. Please amend to include management's annual report on internal control
over financial
reporting. Refer to Item 308(a) of Regulation S-K.
Form 8-K/A Filed March 15, 2022
Exhibits 99.1 and 99.2, page 1
5. Please tell us why only one year of audited financial statements is
provided for both
acquisitions.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Adam Hershey
General Cannabis Corp
June 22, 2022
Page 3
You may contact Ta Tanisha Meadows at (202) 551-3322 or Adam Phippen at
(202) 551-
3336 with any questions.
Sincerely,
FirstName LastNameAdam Hershey
Division of Corporation
Finance
Comapany NameGeneral Cannabis Corp
Office of Trade &
Services
June 22, 2022 Page 3
cc: David Fishkin, General Counsel
FirstName LastName