0001558370-22-017270 | 10-Q | XBRL Viewer | Medicine MAN Technologies INC

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Oct. 31, 2022
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-55450
Entity Registrant Name	MEDICINE MAN TECHNOLOGIES, INC.
Entity Central Index Key	0001622879
Entity Tax Identification Number	46-5289499
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	4880 Havana Street
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80239
City Area Code	(303)
Local Phone Number	371-0387
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,741,506

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 38,725,187	$ 106,400,216
Accounts receivable, net of allowance for doubtful accounts	5,176,200	3,866,828
Inventory	21,289,003	11,121,997
Note receivable - current, net	47,778
Marketable securities, net of unrealized loss of $42,353 and gain of $216,771, respectively	451,200	493,553
Prepaid expenses and other current assets	5,901,058	2,523,214
Total current assets	71,590,426	124,405,808
Non-current assets
Fixed assets, net accumulated depreciation of $4,011,034 and $1,988,973, respectively	25,592,522	10,253,226
Goodwill	99,592,790	43,316,267
Intangible assets, net accumulated amortization of $13,960,457 and $7,652,750, respectively	111,073,948	97,582,330
Note receivable - noncurrent, net		143,333
Accounts receivable - litigation	290,648	303,086
Other noncurrent assets	1,457,646	514,962
Operating lease right of use assets	19,982,940	8,511,780
Total non-current assets	257,990,494	160,624,984
Total assets	329,580,920	285,030,792
Current liabilities
Accounts payable	5,756,736	2,548,885
Accounts payable - related party	53,819	36,820
Accrued expenses	9,332,382	5,592,222
Derivative liabilities	6,818,053	34,923,013
Notes payable - related party		134,498
Lease liabilities - current	2,992,540
Current portion of Long term debt	1,500,000
Income taxes payable	3,588,371	2,027,741
Total current liabilities	30,041,901	45,263,179
Long term debt, net of debt discount and issuance costs	122,889,447	97,482,468
Lease liabilities	17,763,177	8,715,480
Total long-term liabilities	140,652,624	106,197,948
Total liabilities	170,694,525	151,461,127
Stockholders' equity
Preferred stock, $0.001 par value. 10,000,000 shares authorized; 86,994 shares issued as of September 30, 2022 and December 31, 2021, 84,304 outstanding at September 30, 2022 and 82,566 outstanding at December 31, 2021.	87	87
Common stock, $0.001 par value. 250,000,000 shares authorized; 56,069,212 shares issued and 54,741,506 shares outstanding at September 30, 2022 and 45,484,314 shares issued and 44,745,870 shares outstanding as of December 31, 2021.	56,069	45,485
Additional paid-in capital	179,723,367	162,815,097
Accumulated deficit	(18,902,450)	(27,773,968)
Common stock held in treasury, at cost, 886,459 shares held as of September 30, 2022 and 517,044 shares held as of December 31, 2021	(1,990,678)	(1,517,036)
Total stockholders' equity	158,886,395	133,569,665
Total liabilities and stockholders' equity	$ 329,580,920	$ 285,030,792

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
Marketable Securities, Unrealized Gain (Loss)	$ 42,353	$ 216,771
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	4,011,034	1,988,973
Finite-Lived Intangible Assets, Accumulated Amortization	$ 13,960,457	$ 7,652,750
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	86,994	86,994
Preferred Stock, Shares Outstanding	84,304	82,566
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	56,069,212	45,484,314
Common Stock, Shares, Outstanding	54,741,506	44,745,870
Treasury Stock, Common, Shares	886,459	517,044

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) AND INCOME (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating revenues
Total revenue	$ 43,190,986	$ 31,835,305	$ 119,231,932	$ 81,904,261
Cost of goods and services
Total cost of goods and services	17,226,451	16,779,313	57,173,192	44,692,765
Gross profit	25,964,535	15,055,992	62,058,740	37,211,496
Operating expenses
Selling, general and administrative expenses	6,725,713	5,593,336	20,245,737	13,580,469
Professional services	1,626,909	752,572	5,729,339	4,466,696
Salaries	6,397,157	3,644,320	18,934,873	8,505,733
Stock based compensation	99,898	1,228,764	1,788,823	3,865,588
Total operating expenses	14,849,677	11,218,992	46,698,772	30,418,486
Income (loss) from operations	11,114,858	3,837,000	15,359,968	6,793,010
Other income (expense)
Interest expense, net	(8,500,235)	(1,851,694)	(23,312,088)	(4,526,746)
Unrealized gain on derivative liabilities	4,816,668	356,824	28,104,960	967,751
Other income			20,400
Gain (loss) on sale of assets		(49,985)		242,494
Unrealized gain (loss) on investments	(28,541)	(10,572)	(42,353)	210,685
Total other income (expense)	(3,712,108)	(1,555,427)	4,770,919	(3,105,816)
Provision for income taxes	5,593,513	1,312,817	11,259,369	1,997,905
Net income	1,809,237	968,756	8,871,518	1,689,289
Less: Accumulated preferred stock dividends for the period	(1,784,113)		(5,294,132)
Net income attributable to common stockholders	$ 25,124	$ 968,756	$ 3,577,386	$ 1,689,289
Earnings (loss) per share attributable to common shareholders
Basic earnings (loss) per share	$ 0.00	$ 0.02	$ 0.07	$ 0.04
Diluted earnings (loss) per share	$ 0.00	$ 0.02	$ 0.03	$ 0.03
Weighted average number of shares outstanding - basic	51,232,943	44,145,709	50,615,437	42,903,008
Weighted average number of shares outstanding - diluted	137,954,532	44,145,709	137,337,027	56,688,640
Retail
Operating revenues
Total revenue	$ 39,759,734	$ 20,741,864	$ 104,386,464	$ 54,083,880
Wholesale
Operating revenues
Total revenue	3,335,252	11,022,519	14,661,268	27,654,965
Other
Operating revenues
Total revenue	$ 96,000	$ 70,922	$ 184,200	$ 165,416

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid in Capital	Accumulated Deficit	Treasury Stock	Total
Beginning balance, value at Dec. 31, 2020	$ 20	$ 42,602	$ 85,357,835	$ (42,293,098)	$ (1,332,500)	$ 41,774,859
Beginning balance, shares at Dec. 31, 2020	19,716	42,601,773			432,732
Net income (loss)				1,689,289		1,689,289
Issuance of stock as payment for acquisitions	$ 20	$ 2,214	25,617,766			25,620,000
Issuance of stock as payment for acquisitions, shares	20,240	2,213,994
Issuance of common stock as compensation to employees, officers and/or directors		$ 324	680,538			680,862
Issuance of common stock as compensation to employees, officers, and/or directors, shares		323,530
Issuance of preferred stock in connection with sales made under private or public offerings	$ 47		50,449,159			50,449,206
Issuance of preferred stock in connection with sales made under private or public offerings, shares	47,310
Dividends declared				(5,585,020)		(5,585,020)
Return of common stock					$ (184,536)	(184,536)
Return of common stock, shares					84,312
Stock based compensation expense related to common stock options			3,288,435			3,288,435
Ending balance, value at Sep. 30, 2021	$ 87	$ 45,140	165,393,733	(46,188,829)	$ (1,517,036)	117,733,095
Ending balance, shares at Sep. 30, 2021	87,266	45,139,297			517,044
Beginning balance, value at Dec. 31, 2020	$ 20	$ 42,602	85,357,835	(42,293,098)	$ (1,332,500)	41,774,859
Beginning balance, shares at Dec. 31, 2020	19,716	42,601,773			432,732
Ending balance, value at Dec. 31, 2021	$ 87	$ 45,485	162,815,097	(27,773,968)	$ (1,517,036)	133,569,665
Ending balance, shares at Dec. 31, 2021	86,994	45,484,314			517,044
Beginning balance, value at Jun. 30, 2021	$ 87	$ 42,925	158,787,183	(45,373,480)	$ (1,517,036)	111,939,679
Beginning balance, shares at Jun. 30, 2021	87,266	42,925,303			517,044
Net income (loss)				968,756		968,756
Issuance of stock as payment for acquisitions		$ 2,214	5,377,786			5,380,000
Issuance of stock as payment for acquisitions, shares		2,213,994
Issuance of common stock as compensation to employees, officers and/or directors		$ 1				1
Dividends declared				(1,784,105)		(1,784,105)
Stock based compensation expense related to common stock options			1,228,764			1,228,764
Ending balance, value at Sep. 30, 2021	$ 87	$ 45,140	165,393,733	(46,188,829)	$ (1,517,036)	117,733,095
Ending balance, shares at Sep. 30, 2021	87,266	45,139,297			517,044
Beginning balance, value at Dec. 31, 2021	$ 87	$ 45,485	162,815,097	(27,773,968)	$ (1,517,036)	133,569,665
Beginning balance, shares at Dec. 31, 2021	86,994	45,484,314			517,044
Net income (loss)				8,871,518		8,871,518
Issuance of stock as payment for acquisitions		$ 9,509	15,090,549			15,100,058
Issuance of stock as payment for acquisitions, shares		9,508,872
Return of common stock as compensation to employees, officers and/or directors		$ 564	243,443			244,007
Return of common stock as compensation to employees, officers and/or directors, shares		565,501
Issuance of common stock as compensation to employees, officers and/or directors		$ 511	762,381			762,892
Issuance of common stock as compensation to employees, officers, and/or directors, shares		510,525
Return of common stock					$ (473,642)	(473,642)
Return of common stock, shares					369,415
Stock based compensation expense related to common stock options			811,897			811,897
Ending balance, value at Sep. 30, 2022	$ 87	$ 56,069	179,723,367	(18,902,450)	$ (1,990,678)	158,886,395
Ending balance, shares at Sep. 30, 2022	86,994	56,069,212			886,459
Beginning balance, value at Jun. 30, 2022	$ 87	$ 55,996	179,623,469	(20,711,687)	$ (1,990,678)	156,977,187
Beginning balance, shares at Jun. 30, 2022	86,994	55,995,681			886,459
Net income (loss)				1,809,237		1,809,237
Return of common stock as compensation to employees, officers and/or directors		$ (29)				(29)
Return of common stock as compensation to employees, officers and/or directors, shares		(28,824)
Issuance of common stock as compensation to employees, officers and/or directors		$ 102	99,898			100,000
Issuance of common stock as compensation to employees, officers, and/or directors, shares		102,355
Ending balance, value at Sep. 30, 2022	$ 87	$ 56,069	$ 179,723,367	$ (18,902,450)	$ (1,990,678)	$ 158,886,395
Ending balance, shares at Sep. 30, 2022	86,994	56,069,212			886,459

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net income (loss) for the period	$ 8,871,518	$ 1,689,289
Adjustments to reconcile net income to cash provided by (used in) operating activities
Depreciation and amortization	8,329,767	7,779,828
Non-cash lease expense	493,782
Gain on change in derivative liabilities	(28,104,960)	(967,751)
Loss (gain) on investment, net	42,353	(210,685)
Gain loss on sale of asset		(292,479)
Stock based compensation	1,474,380	3,865,588
Changes in operating assets and liabilities (net of acquired amounts):
Accounts receivable	(1,100,055)	(2,179,646)
Inventory	2,829,157	(3,034,246)
Prepaid expenses and other current assets	(2,616,732)	(1,964,835)
Other assets	(940,184)	(396,183)
Operating leases right of use assets and liabilities	75,295	114,129
Accounts payable and other liabilities	5,127,786	(568,387)
Deferred Revenue		(50,000)
Income taxes payable	1,560,630	1,029,482
Net cash provided by (used in) operating activities	(3,957,263)	4,814,104
Cash flows from investing activities:
Collection of notes receivable	95,555	181,911
Cash consideration for acquisition of business	(92,701,905)	(71,927,071)
Purchase of fixed assets	(12,511,389)	(3,869,658)
Purchase of intangible assets		(29,580)
Net cash used in investing activities	(105,117,739)	(75,644,398)
Cash flows from financing activities:
Proceeds from issuance of debt	22,473,938	45,344,578
Debt issuance and discount costs	4,433,042
Repayment of notes payable		(4,865,502)
Proceeds from issuance of common stock, net of issuance costs	14,492,993	50,282,797
Net cash provided by financing activities	41,399,973	90,761,874
Net increase (decrease) in cash and cash equivalents	(67,675,029)	19,931,580
Cash and cash equivalents at beginning of period	106,400,216	1,237,236
Cash and cash equivalents at end of period	38,725,187	21,168,816
Supplemental disclosure of cash flow information:
Cash paid for interest	13,239,685	$ 3,862,970
Cash paid for income taxes	9,840,000
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock	510,525
Return of common stock	565,501
Issuance of stock as payment for acquisitions	$ 9,508,872

Organization and Nature of Operations

9 Months Ended

Sep. 30, 2022

Organization and Nature of Operations

Organization and Nature of Operations

1.Organization and Nature of Operations

Medicine Man Technologies, Inc. (“we,” “us,” “our” or the “Company”) was incorporated in Nevada on March 20, 2014. On May 1, 2014, we entered into a non-exclusive Technology License Agreement with Futurevision, Inc., f/k/a Medicine Man Production Corp., dba Medicine Man Denver (“Medicine Man Denver”) pursuant to which Medicine Man Denver granted us a license to use all of the proprietary processes that it had developed, implemented and practiced at its cannabis facilities relating to the commercial growth, cultivation, marketing and distribution of medical and recreational marijuana pursuant to relevant state laws and the right to use and to license such information, including trade secrets, skills and experience (present and future) for 10 years.

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of the Company’s financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2021 and 2020, as presented in the Company’s Annual Report on Form 10-K filed on March 31, 2022 with the SEC.

In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. All such adjustments, unless otherwise noted herein, are of a normal, recurring nature. The results of operations for the current interim period are not necessarily indicative of the results of operations to be expected for the full year.

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net earnings and financial position.

On January 25, 2022, the Company acquired the assets BG3 Investments, LLC, dba Drift (“Drift”), and Black Box Licensing, LLC under the applicable asset purchase agreement.

On February 8, 2022, the Company acquired its New Mexico business under the terms of a Purchase Agreement, dated November 29, 2021, with Nuevo Holding, LLC and Nuevo Elemental Holding, LLC, both of which are indirect wholly-owned subsidiaries of the Company (collectively, the “Nuevo Purchasers”), Reynold Greenleaf & Associates, LLC (“RGA”), Elemental Kitchen and Laboratories, LLC (“Elemental”), the equity holders of RGA and Elemental, and William N. Ford, in his capacity as Representative, as amended on February 8, 2022 (the “Nuevo Purchase Agreement”). The Nuevo Purchasers acquired substantially all of the operating assets of RGA and all of the equity of Elemental and assumed specified liabilities of RGA and Elemental. Pursuant to existing laws and regulations in New Mexico, the cannabis licenses for certain facilities managed by RGA are held by two not-for-profit entities: Medzen Services, Inc. (“Medzen”) and R. Greenleaf Organics, Inc. (“R. Greenleaf” and together with Medzen, the “NFPs”). At the closing, Nuevo Holding, LLC gained control over the NFPs by becoming the sole member of each of the NFPs and replacing the directors of the two NFPs with Justin Dye, the Company’s Chief Executive Officer and one of its directors, Nancy Huber, the Company’s Chief Financial Officer, and Dan Pabon, the Company’s General Counsel, Chief Government Affairs Officer and Corporate Secretary. The business acquired from RGA consists of serving as a branding, marketing and consulting company, licensing certain intellectual property related to the business of THC-based products to Elemental and the NFPs, providing consulting services to Elemental and the NFPs, and supporting Elemental and the NFPs to promote, support, and develop sales and distribution of products. Elemental is engaged in the business of creating and distributing cannabis-derived products to licensed cannabis producers. Elemental and the NFPs are in the business of cultivating, processing and dispensing marijuana in New Mexico, with 10 dispensaries, four cultivation facilities (three operating and one under development) and one manufacturing facility. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces,

Grants and Las Vegas, New Mexico. The cultivation and manufacturing facilities are located in Albuquerque, New Mexico and consists of approximately 70,000 square feet of cultivation and 6,000 square feet of manufacturing. On the same date, Nuevo Holding, LLC entered into two separate Call Option Agreements containing substantially identical terms with each of the NFPs. Each Call Option Agreement gives Nuevo Holding, LLC the right to acquire 100% of the equity or 100% of the assets of the applicable NFP for a purchase price of $100 if, in the future, the New Mexico legislature adopts legislation that permits a NFP to (i) convert to a for-profit corporation and maintain its cannabis license or (ii) sell its assets (including its cannabis license) to a for-profit corporation. The aggregate closing consideration for the acquisitions was approximately (i) $27.7 million in cash, and (ii) $17.0 million in the form of an unsecured promissory note issued by Nuevo Holding, LLC to RGA, the principal amount of which is payable on February 8, 2025 with interest payable monthly at an annual interest rate of 5%. The Nuevo Purchasers issued an “earn-out” payment of $4.5 million in cash to RGA and William N. Ford (as Representative) based on the EBITDA of the acquired business for calendar year 2021.

On February 9, 2022, the Company acquired MCG, LLC and its four wholly-owned subsidiaries (collectively, “MCG”) pursuant to the terms of an Agreement and Plan of Merger, dated November 15, 2021, with Emerald Fields Merger Sub, LLC, a wholly-owned subsidiary of the Company, MCG, MCG’s owners, and Donald Douglas Burkhalter and James Gulbrandsen in their capacity as the Member Representatives, as amended on February 9, 2022.

On February 15, 2022, Double Brow, LLC, a wholly owned subsidiary of the Company (“Double Brow”) acquired substantially all of the operating assets of Brow 2, LLC (“Brow”) related to its indoor cannabis cultivation operations located in Denver, Colorado (other than assets expressly excluded) and assumed certain liabilities for contracts acquired pursuant to the terms of the Asset Purchase Agreement, dated August 20, 2021, among Double Brow, Brow, and Brian Welsh, as the owner of Brow.

On March 17, 2022, the Company announced that its Common Stock was approved for listing on the NEO, a tier one Canadian Stock exchange based in Toronto, Ontario. The Common Stock began trading on the NEO on March 23, 2022.

On May 31, 2022, the Company acquired substantially all of the operating assets of Urban Health & Wellness, Inc d/b/a Urban Dispensary (“Urban Dispensary”) pursuant to the terms of an Asset and Personal Goodwill Purchase Agreement, dated March 11, 2022, with Double Brow, Urban Dispensary, Productive Investments, LLC, and Patrick Johnson. Urban Dispensary operates an indoor cannabis cultivation facility and a single retail dispensary, each located in Denver, Colorado.

On July 13, 2022, the Company entered into a strategic relationship with Mission Holdings US, Inc. (“Mission Holdings”), an entity affiliated with MCG, by purchasing a non-controlling equity interest in Mission Holdings. Mission Holdings offers various products and brands, including proprietary cannabis infused gummies and premium flower for medical and recreational sale in Colorado and California. The Company has the right to acquire 100% of the equity interest in Mission Holdings on or after the three-year anniversary of the investment.

Critical Accounting Policies and Estimates

9 Months Ended

Sep. 30, 2022

Critical Accounting Policies and Estimates

Critical Accounting Policies and Estimates

2.Critical Accounting Policies and Estimates

Inventory

Inventory of purchased finished goods and packing materials are initially valued at cost and subsequently at the lower of cost and net realizable value. Costs incurred during the growing and production process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes.

Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Cost is determined using the average lot cost. Products for resale and supplies and consumables are valued at lower of cost and net realizable value. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. There were no reserves for obsolete inventory as of September 30, 2022 and December 31, 2021.

Notes Receivable

9 Months Ended

Sep. 30, 2022

Notes Receivable.

Notes Receivable

3.Notes Receivable

On March 12, 2021, the Company sold equipment to Colorado Cannabis Company LLC (“Colorado Cannabis”). Colorado Cannabis is obligated to pay $215,000, payable in equal monthly installments for 18 months commencing 30 days from the date of taking possession of the equipment pursuant to the Purchase and Sale Agreement, dated January 29, 2021, between the Company and Colorado Cannabis. As of September 30, 2022, the outstanding balance, including penalties for late payments, on the receivable from Colorado Cannabis totaled $47,778.

Property and Equipment

9 Months Ended

Sep. 30, 2022

Property and Equipment

Property and Equipment

4.Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation and are comprised of the following:


	September 30,		December 31,
	2022		2021
Furniture and fixtures	$	719,308	$	300,798
Leasehold improvements		6,441,179		853,599
Vehicles, machinery, and tools		3,589,889		2,152,129
Land		931,506		35,000
Software, servers and equipment		4,287,881		2,550,154
Building		4,830,976		2,910,976
Construction in process		8,802,817		3,439,543
Total Asset Cost	$	29,603,556	$	12,242,199
Less: Accumulated depreciation		(4,011,034)		(1,988,973)
Total property and equipment, net of depreciation	$	25,592,522	$	10,253,226

Depreciation on equipment is provided on a straight-line basis over its expected useful lives at the following annual rates.


Furniture and fixtures		3-5 years
Leasehold improvements		Lesser of the lease term or estimated useful life
Vehicles, machinery and tools		3-5 years
Land		Indefinite
Software, servers and equipment		3 years
Building		39 years

Depreciation expense for the three and nine months ended September 30, 2022 was $798,354 and $2,022,061, respectively and $364,399 and $818,174 for the three and nine months ended September 30, 2021, respectively.

Construction in process represents build out of the Company’s cultivation operations based in Colorado and New Mexico. The amount represents the “invoiced to date” construction costs and includes general contractor fees, construction materials, construction labor and other items.

Intangible Asset

9 Months Ended

Sep. 30, 2022

Intangible Asset

Intangible Asset

5.Intangible Asset

Intangible assets as of September 30, 2022 and December 31, 2021 were comprised of the following:


	September 30, 2022				December 31, 2021
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License Agreements	$	112,475,280	$	(10,399,917)	$	94,230,280	$	(5,496,902)
Tradename		6,024,325		(1,561,167)		4,560,000		(845,667)
Customer Relationships		5,150,000		(1,290,476)		5,150,000		(933,690)
Non-compete		1,295,000		(675,972)		1,205,000		(348,056)
Product License and Registration		57,300		(20,828)		57,300		(17,963)
Trade Secret		32,500		(12,097)		32,500		(10,472)
Total	$	125,034,405	$	(13,960,457)	$	105,235,080	$	(7,652,750)

Amortization expense for the three and nine months ended September 30, 2022 was $2,030,012 and $6,307,706, respectively and $2,609,987 and $6,961,654 for the three and nine months ended September 30, 2021, respectively.


	Amortization
	Expense
Aggregate for year ended 12/31/2022	$	8,774,887
Estimated for year ended 12/31/2023		9,842,054
Estimated for year ended 12/31/2024		9,520,667
Estimated for year ended 12/31/2025		9,412,888
Estimated for year ended 12/31/2026		8,638,056
Estimated for year ended 12/31/2027		8,330,329
Thereafter		56,555,067
Total	$	111,073,948

Derivative Liability

9 Months Ended

Sep. 30, 2022

Derivative Liability

Derivative Liability

6.Derivative Liability

Investor Note

On December 3, 2021, the Company and its subsidiaries, as guarantors (the “Subsidiary Guarantors”) entered into a Securities Purchase Agreement with 31 accredited investors (the “Note Investors”) pursuant to which the Company agreed to issue and sell to the Note Investors 13% senior secured convertible notes due December 7, 2026 (the “Investor Notes”) in an aggregate principal amount of $95,000,000 for an aggregate purchase price of $93,100,000 (reflecting an original issue discount of $1,900,000, or 2%) in a private placement. On December 7, 2021, the Company consummated the private placement and issued and sold the Investor Notes pursuant to the Indenture entered into among the Company, the Subsidiary Guarantors, Chicago Atlantic Admin, LLC, as collateral agent, and Ankura Trust Company, LLC, as trustee (as may be supplemented and/or amended from time to time, the “Indenture”). The Company received net proceeds of approximately $92,000,000 at the closing, after deducting a commission to the placement agent and estimated offering expenses associated with the private placement payable by the Company. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted pursuant to the Indenture. The Investor Notes bear interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date

as if the Investor Notes were subject to an annual interest rate of 9%, with the remainder of the accrued interest payable as an increase to the principal amount of the Investor Notes.

A reconciliation of the beginning and ending balances of the derivative liabilities for the periods ended September 30, 2022 and December 31, 2021 were as follows:


Balance as of January 1, 2021	$	—

Fair value of derivative liabilities on issuance date		48,936,674
Gain on derivative liability		(14,013,661)

Balance as of December 31, 2021	$	34,923,013

Loss on derivative liability		13,417,472

Balance as of March 31, 2022	$	48,340,485

Gain on derivative liability		(36,705,764)

Balance as of June 30, 2022	$	11,634,721

Gain on derivative liability		(4,816,668)

Balance as of September 30, 2022	$	6,818,053

The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities. In accordance with GAAP, a contract to issue a variable number of equity shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognized in the consolidated statements of operations at each period-end. The Company utilizes a Monte Carlo simulation in determining the appropriate fair value. The derivative liability will ultimately be converted into the Company’s equity when the Investor Notes are converted or will be extinguished on the repayment of the Investor Notes. The derivative liability will not result in the outlay of any additional cash by the Company. Upon initial recognition, the Company recorded a derivative liability and debt discount of $48,936,674 in relation to the derivative liability portion of the Investor Notes. The Company recorded $1,915,403 and $5,505,420 for the three and nine months ended September 30, 2022, respectively, in amortization related to the debt discount.

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

Related Party Transactions

7.Related Party Transactions

Transactions Involving Former Directors, Executive Officers or Their Affiliated Entities

During the year ended December 31, 2019, the Company made loans to MedPharm Holdings LLC (“MedPharm”) totaling $767,695 evidenced by promissory notes with original maturity dates ranging from September 21, 2019 through January 19, 2020 and all bearing interest at 8% per annum. On August 1, 2020, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with MedPharm pursuant to which (i) the parties agreed that the outstanding amount owed by MedPharm to the Company was $767,695 of principal and $47,161 in accrued and unpaid interest, (ii) MedPharm paid the Company $100,000 in cash, (iii) Andrew Williams returned 175,000 shares of Common Stock to the Company, as partial repayment of the outstanding balance at a value of $1.90 per share. These shares are held in treasury. The remaining outstanding principal and interest of $181,911 due and payable by MedPharm under the Settlement Agreement was to be paid out in bi-weekly installments of product by scheduled deliveries through September 30, 2021. This amount was paid off on April 19, 2021.

Transactions with Entities Affiliated with Justin Dye

The Company has participated in several transaction involving Dye Capital, Dye Capital Cann Holdings, LLC (“Dye Cann I”) and Dye Capital Cann Holdings II, LLC (“Dye Cann II”). Justin Dye, the Company’s Chief Executive Officer, one of its directors, and the largest beneficial owner of Common Stock and Preferred Stock, controls Dye Capital and Dye Capital controls Dye Cann I and Dye Cann II. Dye Cann I is the largest holder of the Company’s outstanding Common Stock. Dye Cann II is a significant holder of our Preferred Stock. Mr. Dye has sole voting and dispositive power over the securities held by Dye Capital, Dye Cann I, and Dye Cann II.

The Company entered into a Securities Purchase Agreement with Dye Cann I on June 5, 2019, (as amended, the “Dye Cann I SPA”) pursuant to which the Company agreed to sell to Dye Cann I up to between 8,187,500 and 10,687,500 shares of Common Stock in several tranches at $2.00 per share and warrants to purchase 100% of the number of shares of Common Stock sold at a purchase price of $3.50 per share. At the initial closing on June 5, 2019, the Company sold to Dye Cann I 1,500,000 shares of Common Stock and warrants to purchase 1,500,000 shares of Common Stock for gross proceeds of $3,000,000, and the Company has consummated subsequent closings for an aggregate of 9,287,500 shares of Common Stock and warrants to purchase 9,287,500 shares of Common Stock for aggregate gross proceeds of $18,575,000 to the Company. The terms of the Dye Cann I SPA are disclosed in the Company’s Current Report on Form 8-K filed on June 6, 2019. The Company and Dye Cann I entered into a first amendment to the Dye Cann I SPA on July 15, 2019, as described in the Company’s Current Report on Form 8-K filed on July 17, 2019, a second amendment to the Dye Cann I SPA on May 20, 2020, as described in the Company’s Current Report on Form 8-K filed on May 22, 2020, and a Consent, Waiver and Amendment on December 16, 2020, as described in the Company’s Current Report on Form 8-K filed on December 23, 2020. At the time of the initial closing under the Dye Cann I SPA, Justin Dye became a director and the Company’s Chief Executive Officer.

The Company granted Dye Cann I certain demand and piggyback registration rights with respect to the shares of Common Stock sold under the Dye Cann I SPA and issuable upon exercise of the warrants sold under the Dye Cann I SPA. The Company also granted Dye Cann I the right to designate one or more individuals for election or appointment to the Company’s board of directors (the “Board”) and Board observer rights. Further, under the Dye Cann I SPA, until June 5, 2022, if the Company desires to pursue debt or equity financing, the Company must first give Dye Cann I an opportunity to provide a proposal to the Company with the terms upon which Dye Cann I would be willing to provide or secure such financing. If the Company does not accept Dye Cann I’s proposal, the Company may pursue such debt or equity financing from other sources but Dye Cann I has a right to participate in such financing to the extent required to enable Dye Cann I to maintain the percentage of Common Stock (on a fully-diluted basis) that it then owns, in the case of equity securities, or, in the case of debt, a pro rata portion of such debt based on the percentage of Common Stock (on a fully-diluted basis) that it then owns. The warrants granted to Dye Cann I pursuant to the Dye Cann I SPA expired on June 5, 2022.

The Company entered into a Securities Purchase Agreement (as amended, the “Dye Cann II SPA”) with Dye Cann II on November 16, 2020 pursuant to which the Company agreed to sell to Dye Cann II shares of Preferred Stock in one or more tranches at a price of $1,000 per share. The terms of the Dye Cann II SPA are disclosed in the Company’s Current Report on Form 8-K filed on December 23, 2020. The Company and Dye Cann II entered into an amendment to the Dye Cann II SPA on December 16, 2020, as described in the Company’s Current Report on Form 8-K filed on December 23, 2020, a second amendment to the Dye Cann II SPA on February 3, 2021, as described in the Company’s Form 8-K filed on February 9, 2021, and a third amendment to the Dye Cann II SPA on March 30, 2021, as described under Item 9B of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company issued and sold to Dye Cann II 7,700 shares of Preferred Stock on December 16, 2020, 1,450 shares of Preferred Stock on December 18, 2020, 1,300 shares of Series Preferred Stock on December 22, 2020, 3,100 shares of Preferred Stock on February 3, 2021, 1,300 shares of Preferred Stock on February 25, 2021, 2,500 shares of Preferred Stock on March 2, 2021 and 4,000 shares of Preferred Stock on March 30, 2021. As a result, the Company issued and sold an aggregate of 21,350 shares of Preferred Stock to Dye Cann II for aggregate gross proceeds of $21,350,000.

The Company granted Dye Cann II certain demand and piggyback registration rights with respect to the shares of Common Stock issuable upon conversion of the Preferred Stock under the Dye Cann II SPA. Further, the Company granted Dye Can II the right to designate one or more individuals for election or appointment to the Board and Board observer rights.

On December 16, 2020, the Company entered into a Secured Convertible Note Purchase Agreement with Dye Capital and issued and sold to Dye Capital a Convertible Note and Security Agreement in the principal amount of $5,000,000 as described in the Company’s Current Report on Form 8-K filed on December 23, 2020. On February 26, 2021, Dye Capital elected to convert the $5,000,000 principal amount and the $60,250 of accrued but unpaid interest under the Convertible Promissory Note and Security Agreement under its terms and Dye Capital and the Company entered into a Conversion Notice and Agreement pursuant to which the Company issued 5,060 shares of Preferred Stock to Dye Capital and also paid Dye Capital $230.97 in cash in lieu of issuing any fractional shares of Series Preferred Stock upon conversion, as described in the Company’s Current Report on Form 8-K filed on March 4, 2021.

The Company previously reported the terms of the Preferred Stock in the Company’s Current Report on Form 8-K filed on December 23, 2020.

During the year ended December 31, 2021 the Company recorded expenses of $214,908 with Tella Digital. As of September 30, 2022, the Company recorded expenses of $254,136 with Tella Digital. Tella Digital provides on-premise digital experience solutions for our retail dispensary locations. Mr. Dye is an indirect partial owner of and serves as Chairman of Tella Digital. Nirup Krishnamurthy, the Company’s President and one of its directors, is also an indirect partial owner of Tella Digital.

Transactions with Entities Affiliated with Jeffrey Cozad

On February 26, 2021, the Company entered into a Securities Purchase Agreement (the “CRW SPA”) with CRW Cann Holdings, LLC (“CRW”) pursuant to which the Company issued and sold 25,350 shares of Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of Common Stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of Common Stock issuable upon conversion of the Preferred Stock under the CRW SPA. On the same date, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Preferred Stock beneficially held by CRW on the applicable date on an as-converted to Common Stock basis divided by the total number of shares of Common Stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for Common Stock at the time of determination). Further, under the letter agreement, the Company paid CRW Capital, LLC, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $150,000 in monthly installments of $12,500. The Company paid CRW a monitoring fee of $125,000 during 2021 and $25,000 in monitoring fees as of September 30, 2022. On March 14, 2021, the Board appointed Jeffrey A. Cozad as a director to fill a vacancy on the Board. Mr. Cozad is a manager and owns 50% of CRW Capital, LLC, and he shares voting and disposition power over the shares of Preferred Stock held by CRW. Mr. Cozad and his family members indirectly own membership interests in CRW. The Company previously reported the terms of the CRW SPA and the CRW letter agreement in the Company’s Current Report on Form 8-K filed March 4, 2021.

On December 7, 2021, the Company entered into a Securities Purchase Agreement with Cozad Investments, L.P. pursuant to which the Company issued an Investor Note in the aggregate principal amount of $250,000 to Cozad Investments, L.P. for $245,000 in cash. The Investor Note bears interest at 13% per year payable quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Investor Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Cozad is a manager of CRW, majority owner of Cozad Investments, L.P., and a member of the Board.

On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock and 22,728 shares of Common Stock, respectively, to Mr. Cozad as compensation for service on the Board. These shares are valued at $70,001 and $35,001 for May and June 2022, respectively.

Transactions with Entities Affiliated with Marc Rubin

On February 26, 2021, the Company entered into the CRW SPA with CRW, of which Marc Rubin is a beneficial owner. Pursuant to the CRW SPA, the Company issued and sold 25,350 shares of Series A Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of the Company’s common stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock under the CRW SPA. Effective February 4, 2022, the Company registered the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock on a Form S-3. Also on February 26, 2021, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Series A Preferred Stock beneficially held by CRW on the applicable date on an as-converted-to-common-stock basis divided by the total number of shares of common stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for common stock at the time of determination). Further, under the letter agreement, the Company paid CRW Capital, LLC, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $125,000 in 2021 and total monitoring fees of $25,000 as of September 30, 2022. Mr. Rubin is a manager and 50% owner of CRW Capital, LLC, and he shares voting and disposition power over the shares of Series A Preferred Stock held by CRW. In October 2022, the Board appointed Mr. Rubin as a director to fill a vacancy on the Board.

On December 7, 2021, the Company entered into a Securities Purchase Agreement with The Rubin Revocable Trust U/A/D 05/09/2011 (the “Rubin Revocable Trust”) pursuant to which the Company issued an Investor Note in the aggregate principal amount of $100,000 to the Rubin Revocable Trust for $98,000 in cash. The Investor Note bears interest at 13% per year payable quarterly commencing March 31, 2022 in cash for the amount equal to the amount payable on such date as if the Investor Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Rubin is the majority owner of the Rubin Revocable Trust.

Transactions with Entities Affiliated with Brian Ruden

The Company has participated in several transactions involving entities owned or affiliated with Brian Ruden, one of its former directors as of October 2022, a beneficial owner of more than 5% of the Common Stock, and a beneficial owner of more than 5% of the Preferred Stock.

Between December 17, 2020 and March 2, 2021, the Company’s wholly-owned subsidiary SBUD LLC consummated the Star Buds Acquisition. The Company previously reported the terms of the applicable purchase agreements and related amendments in the Company’s Current Reports on Form 8-K filed June 8, 2020, September 21, 2020, December 22, 2020, and March 8, 2021.

The aggregate purchase price for the Star Buds Acquisition was $118,000,000, paid as follows: (i) $44,250,000 in cash at the applicable closings, (ii) $44,250,000 in deferred cash, also referred to in this report Quarterly Report on Form 10-Q as “seller note(s),” which are subject to 12% interest per annum (iii) 29,506 shares of Preferred Stock, of which 25,078 shares were issued at the applicable closings and 4,428 shares are held in escrow and will be released post-closing to either the applicable sellers or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock to the sellers. The Company has not paid any principal and has paid an aggregate of $8,763,387 of interest on the seller notes as of September 30, 2022.

Mr. Ruden’s interest in the aggregate purchase price for the Star Buds Acquisition is as follows: (i) $13,727,490 in cash at the applicable closings, (ii) $13,727,490 in seller notes, (iii) 9,151 shares of Preferred Stock, of which 7,778 shares were issued at the applicable closings and 1,373 shares are held in escrow and will be released post-closing to either Mr. Ruden or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 1,715,936 shares of Common Stock to Mr. Ruden. The Company has paid Mr. Ruden an aggregate of $2,714,487 in interest on his seller notes as of September 30, 2022.

Mr. Ruden was a part-owner of a majority of the Star Buds companies that sold assets to SBUD LLC. Mr. Ruden owned 50% of Colorado Health Consultants LLC, 50% of Starbuds Pueblo LLC, 50% of Starbuds Alameda LLC, 47.5% of Starbuds Aurora LLC, 46% of SB Arapahoe LLC, 36% of Starbuds Commerce City LLC, 30% of Starbuds Louisville LLC, 25% of Starbuds Niwot LLC, 16.66% of Lucky Ticket LLC, 15% of KEW LLC, 15% of the entity that owned Mountain View 44^th LLC, and 10% of LM MJC LLC.

In connection with acquiring the Star Buds assets for our Pueblo West, Niwot, Commerce City, Lakeside, Arapahoe and Aurora locations, SBUD LLC entered into a lease with each of 428 S. McCulloch LLC, Colorado Real Estate Holdings LLC, 5844 Ventures LLC, 5238 W 44^th LLC, 14655 Arapahoe LLC and Montview Real Estate LLC, on substantially the same terms. Each of the leases is for an initial three-year term. The lease with 428 S. McCulloch LLC is for the Company’s Pueblo West Star Buds location and was effective on December 17, 2020. The lease with Colorado Real Estate Holdings LLC and 5844 Ventures LLC is for the Company’s Niwot and Commerce City Star Buds locations, respectively, and was effective on December 18, 2020. The lease with 5238 W 44^th LLC is for the Company’s Lakeside Star Buds location and was effective on February 3, 2021. The lease with 14655 Arapahoe LLC and Montview Real Estate LLC is for the Company’s Arapahoe and Aurora locations, respectively, and was effective on March 2, 2021. The 428 S McCulloch LLC, 5844 Ventures LLC and 5238 W 44^th LLC provides for a monthly rent payment of $5,000 with an aggregate of $180,000 during the initial term of the leases. The Colorado Real Estate Holdings LLC lease provides for a monthly rent payment of $6,779 with an aggregate of $244,044 during the initial term of the lease. The 14655 Arapahoe LLC lease provides for a monthly rent payment of $12,367 with an aggregate of $445,212 during the initial term of the lease. The Montview Real Estate LLC lease provides for a monthly rent of $6,250 with an aggregate of $225,000 during the initial term of the lease. During 2020, SBUD LLC made aggregate rent payments of $10,000. SBUD LLC made aggregate rent payments of $363,564 and $449,297 for the periods ending September 30, 2022 and December 31, 2021, respectively. In addition, SBUD LLC must pay each landlord’s expenses and disbursements incurred in connection with the ownership, operation, maintenance, repair and replacement of the premises. SBUD LLC has the option to renew each lease for two additional three-year terms with escalation. The Company has an option to purchase the premises at fair market value at any time during the lease term and also has a right of first refusal if the landlords desire to sell the premises to a third party.

On December 17, 2020, SBUD LLC entered into a Trademark License Agreement with Star Brands LLC under which Star Brands LLC licenses certain trademarks to SBUD LLC effective as of the closing of the entire Star Buds Acquisition. SBUD LLC has no payment obligation under this agreement. Mr. Ruden is a part-owner of Star Brands LLC.

In connection with the Star Buds Acquisition, the Company granted Mr. Ruden and Naser Joudeh the right designate individuals for election or appointment to the Board.

On May 4, 2022, and June 14, 2022, the Company issued 20,232 shares of Common Stock and 22,728 shares of Common Stock, respectively, to Mr. Ruden as compensation for service on the Board. These shares are valued at $35,001 and $35,001 for May and June 2022, respectively.

Transactions with Jeffrey Garwood

On December 7, 2021, the Company entered into a Securities Purchase Agreement with Jeff Garwood pursuant to which the Company issued an Investor Note in the aggregate principal amount of $300,000 to Mr. Garwood for $294,000 in cash. The Investor Note bears interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Garwood is a member of the Board.

On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock and 22,728 shares of Common Stock, respectively, to Mr. Garwood, as compensation for service on the Board. These shares are valued at $70,001 and $35,001 for May and June 2022, respectively.

Transactions with Pratap Mukharji

On December 7, 2021, the Company entered into a Securities Purchase Agreement with Pratap Mukharji pursuant to which the Company issued an Investor Note in the aggregate principal amount of $200,000 to Mr. Mukharji for $196,000 in cash.

The Investor Note bears interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Mukharji is a member of the Board.

On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock and 22,728 shares of Common Stock, respectively, to Mr. Mukharji as compensation for service on the Board. These shares are valued at $70,001 and $35,001 for May and June 2022, respectively.

Transactions with Paul Montalbano

On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock and 22,728 shares of Common Stock, respectively, to Mr. Montalbano as compensation for service on the Board. These shares are valued at $70,001 and $35,001 for May and June 2022, respectively.

Transactions with Jonathan Berger

On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock and 22,728 shares of Common Stock, respectively, to Mr. Berger as compensation for service on the Board. These shares are valued at $70,001 and $35,001 for May and June 2022, respectively. On June 24, 2022, the Company issued 19,085 shares of Common Stock to Mr. Berger as compensation for service as the Chair of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board. These shares are valued at $25,001 for June 2022. On September 22, 2022, the Company issued 102,355 shares of Common Stock to Mr. Berger as compensation for service as Lead Independent Director of the Board. These shares are valued at $100,000 for September 2022.

Transactions with Salim Wahdan

The Company has participated in several transactions involving entities owned or affiliated with Salim Wahdan, one of its directors, related to the acquisition of the Star Buds assets.

Between December 17, 2020 and March 2, 2021, SBUD LLC acquired the Star Buds assets. The Company previously reported the terms of the applicable purchase agreements and related amendments in the Company’s Current Reports on Form 8-K filed June 8, 2020, September 21, 2020, December 22, 2020, and March 8, 2021.

The aggregate purchase price for the Star Buds Acquisition was $118,000,000, paid as follows: (i) $44,250,000 in cash at the applicable closings, (ii) $44,250,000 in seller notes subject to 12% interest per annum (iii) 29,506 shares of Preferred Stock, of which 25,078 shares were issued at the applicable closings and 4,428 shares are held in escrow and will be released post-closing to either the applicable sellers or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock to the sellers. The Company has not paid any principal and has paid an aggregate of $8,763,387 of interest on the seller notes as of September 30, 2022.

Mr. Wahdan’s interest in the aggregate purchase price for the Star Buds assets is as follows: (i) $1,361,360 in cash at the applicable closings, (ii) $1,361,360 in seller notes, and (iii) 1,036 shares of Series A Preferred Stock, of which 880 shares were issued at the applicable closings and 156 shares were held in escrow for release post-closing to either Mr. Wahdan or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 193,930 shares of common stock to Mr. Wahdan. The Company has paid Mr. Wahdan an aggregate of $313,331 in interest on his seller notes as of September 30, 2022.

Mr. Wahdan was a partial owner of certain of the Star Buds companies that sold assets to SBUD, LLC. Mr. Wahdan owned 3.48% of Starbuds Louisville LLC, 9.25% of KEW LLC, 16.67% of Lucky Ticket LLC, and 8% of the entity that owned Mountain View 44^th LLC.

In connection with acquiring the Star Buds assets for our Lakeside location, SBUD LLC entered into a lease with each of 5238 W 44th LLC. The lease is for an initial three-year term, starting effective on February 3, 2021. The lease provides

for a monthly rent payment of $5,000 with an aggregate of $180,000 during the initial term of the leases. During 2021, SBUD LLC paid an aggregate of $55,000, in rent under this lease. From January 1 through September 30, 2022, SBUD LLC paid an aggregate of $45,000 in rent under these leases. In addition, SBUD LLC must pay landlord’s expenses and disbursements incurred in connection with the ownership, operation, maintenance, repair and replacement of the premises. SBUD LLC has the option to renew the lease for two additional three-year terms with escalation. The Company has an option to purchase the premises at fair market value at any time during the lease term and also has a right of first refusal if the landlords desire to sell the premises to a third party.

On June 14, 2022 and June 24, 2022, the Company issued 14,584 shares of Common Stock and 15,586 shares of Common Stock, respectively, to Mr. Wahdan as compensation for service on the Board. These shares are valued at $42,887 for June 2022.

Goodwill Accounting

9 Months Ended

Sep. 30, 2022

Goodwill Accounting.

Goodwill Accounting

8.Goodwill Accounting

The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase.


		Retail		Wholesale		Other		Total

Balance as of January 1, 2022		$	26,349,025	$	13,964,016	$	3,003,226	$	43,316,267
	Goodwill acquired during 2022		19,799,102		1,792,000		34,045,420		55,636,522
	Measurement-period adjustment to prior year acquisition		640,001		—		—		640,001

Balance as of September 30, 2022		$	46,788,128	$	15,756,016	$	37,048,646	$	99,592,790

Goodwill related to the Other segment is driven by the New Mexico acquisition. At this time, ASC 805 valuation has not been finalized, therefore goodwill estimated for the acquisition is classified in Other until valuation can be completed.

The Company performed its annual fair value assessment as of December 31, 2021, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that no impairment exists. No additional factors or circumstances existed as of September 30, 2022, that would indicate impairment.

Business Combination

9 Months Ended

Sep. 30, 2022

Business Combination

Business Combination

9.Business Combination

On January 26, 2022, the Company acquired the assets of Drift, and Black Box Licensing, LLC, which operates dispensaries in Colorado, under the applicable asset purchase agreement. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $3,344,555 of goodwill and intangibles, however valuation has not been finalized.

On February 8, 2022, the Company acquired its New Mexico business under the Nuevo Purchase Agreement with the Nuevo Purchasers, RGA, Elemental, the equity holders of RGA and Elemental and William N. Ford, in his capacity as Representative, as amended on February 9, 2022. The Nuevo Purchasers acquired substantially all the operating assets of RGA and all of the equity of Elemental and assumed specified liabilities of RGA and Elemental. Pursuant to existing laws and regulations in New Mexico, the cannabis licenses for certain facilities managed by RGA are held by the NFPs. At the

closing, Nuevo Holding, LLC gained control over the NFPs by becoming the sole member of each of the NFPs and replacing the directors of the two NFPs with Justin Dye, the Company’s Chief Executive Officer and one of its directors, Nancy Huber, the Company’s Chief Financial Officer, and Dan Pabon, the Company’s General Counsel, Chief Government Affairs Officer and Corporate Secretary. The business acquired from RGA consists of serving as a branding, marketing and consulting company, licensing certain intellectual property related to the business of THC-based products to Elemental and the NFPs, providing consulting services to Elemental and the NFPs, and supporting Elemental and the NFPs to promote, support, and develop sales and distribution of products. Elemental is engaged in the business of creating and distributing cannabis-derived products to licensed cannabis producers. Elemental and the NFPs are in the business of cultivating, processing and dispensing marijuana in New Mexico, with 10 dispensaries, four cultivation facilities (three operating and one under development) and one manufacturing facility. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico. The cultivation and manufacturing facilities are located in Albuquerque, New Mexico and consists of approximately 70,000 square feet of cultivation and 6,000 square feet of manufacturing. On the same date, Nuevo Holding, LLC entered into two separate Call Option Agreements containing substantially identical terms with each of the NFPs. Each Call Option Agreement gives Nuevo Holding, LLC the right to acquire 100% of the equity or 100% of the assets of the applicable NFP for a purchase price of $100 if, in the future, the New Mexico legislature adopts legislation that permits a NFP to (i) convert to a for-profit corporation and maintain its cannabis license or (ii) sell its assets (including its cannabis license) to a for-profit corporation. The aggregate closing consideration for the acquisitions was approximately (i) $27.7 million in cash, and (ii) $17.0 million in the form of an unsecured promissory note issued by Nuevo Holding, LLC to RGA, the principal amount of which is payable on February 8, 2025 with interest payable monthly at an annual interest rate of 5%. The Nuevo Purchasers may be required to make a potential “earn-out” payment of up to $4.5 million in cash to RGA and William N. Ford (as Representative) based on the EBITDA of the acquired business for calendar year 2021. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $34,045,420 of goodwill and intangibles, however valuation has not been finalized.

On February 9, 2022, the Company acquired MCG, which operates dispensaries located in Colorado pursuant to the terms of an Agreement and Plan of Merger, dated November 15, 2021, with Emerald Fields Merger Sub, LLC, a wholly-owned subsidiary of the Company, MCG, MCG’s owners and Donald Douglas Burkhalter and James Gulbrandsen in their capacity as the Member Representatives, as amended on February 9, 2022. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $13,596,399 of goodwill and $12,400,000 of intangibles.

On February 15, 2022, the Company acquired substantially all of the operating assets of Brow related to its indoor cannabis cultivation operations located in Denver, Colorado (other than assets expressly excluded) and assumed certain liabilities for contracts acquired pursuant to the terms of the Asset Purchase Agreement, dated August 20, 2021, among Double Brow, Brow, and Brian Welsh, as the owner of Brow. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $1,792,000 of goodwill and $3,970,000 of intangibles.

On May 31, 2022, the Company acquired substantially all of the operating assets of Urban Dispensary, which operates a dispensary and indoor cultivation in Colorado, pursuant to the terms of an Asset and Personal Goodwill Purchase Agreement, dated March 11, 2022, with Double Brow, Urban Dispensary, Productive Investments, LLC, and Patrick Johnson. Urban Dispensary operates an indoor cannabis cultivation facility and a single retail dispensary, each located in Denver, Colorado. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $2,858,148 of goodwill and intangibles, however valuation has not been finalized.

As of three and nine months ended September 30, 2022, the Company acquired cannabis brands and other assets of Drift, RGA, MCG, Brow, Urban Dispensary, and 100% of the equity of Elemental.

These transactions were accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). In consideration of the sale and transfer of the acquired assets the Company paid as follows:


	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Cash	$	32,202,123	$	18,268,825	$	9,933,250
Seller notes		17,000,000		—		—
Common stock		—		11,600,000		3,500,000
Total purchase price	$	49,202,123	$	29,868,825	$	13,433,250

As of September 30, 2022, the Company’s allocation of purchase price is as follows:


Description	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Assets acquired:
Cash	$	2,860,706	$	650,469	$	17,100
Accounts receivable		—		196,879		—
Other assets		—		156,000		605,112
Inventory		10,520,579		1,655,000		820,584
Fixed assets		2,137,002		2,687,000		25,966
Other long term assets		2,500		—		—
Intangible assets		—		12,400,000		3,970,000
Goodwill		34,045,420		13,596,399		7,994,703
Total Assets acquired	$	49,566,207	$	31,341,747	$	13,433,465
Liabilities and Equity assumed:
Accounts payable	$	295,043	$	458,622	$	—
Accrued liabilities		69,041		1,014,300		215
Total Liabilities and Equity assumed		364,084		1,472,922		215
Estimated fair value of net assets acquired	$	49,202,123	$	29,868,825	$	13,433,250

The goodwill, which is not expected to be deductible for income tax purposes, consists largely of the synergies, assembled workforce and economies of scale expected from combining the operations of the acquired entities with the Company.

Inventory

9 Months Ended

Sep. 30, 2022

Inventory

Inventory

10.Inventory

As of September 30, 2022, and December 31, 2021, respectively, the Company had $7,295,263 and $5,573,329 of finished goods inventory. As of September 30, 2022, the Company had $10,049,172 of work in process and $3,944,568 of raw materials. As of December 31, 2021, the Company had $5,535,992 of work in process and $12,676 of raw materials. The Company uses the FIFO inventory valuation method.

Debt

9 Months Ended

Sep. 30, 2022

Debt

Debt

11.Debt

Term Loan — On February 26, 2021, the Company entered into a Loan Agreement with SHWZ Altmore, LLC (“Altmore”), as lender, and GGG Partners LLC, as collateral agent. Upon execution of the Loan Agreement, the Company received $10,000,000 of loan proceeds. In connection with the Company’s acquisition of Southern Colorado Growers, the Company received an additional $5,000,000 of loan proceeds under the Loan Agreement. The term loan incurs 15% interest per annum, payable quarterly on March 1, June 1, September 1, and December 1 of each year. The Company will be required to make principal payments beginning on June 1, 2023 in the amount of $750,000, payable quarterly with the remainder of the principal due upon maturity on February 26, 2025.

Under the terms of the loan, the Company must comply with certain restrictions. These include customary events of default and various financial covenants including, maintaining (i) a consolidated fixed charge coverage ratio of at least 1.3 at the end of each fiscal quarter beginning in the first quarter of 2022, and (ii) a minimum of $3,000,000 in a deposit account in which the lender has a security interest. As of September 30, 2022, the Company was in compliance with the requirements described above.

Seller Notes — As part of the Star Buds Acquisition, the Company entered into a deferred payment arrangement with the sellers in an aggregate amount of $44,250,000. The deferred payment arrangement incurs 12% interest per annum, payable on the first of every month through November 2025. Principal payments are due as follows: $13,901,759 on December 17, 2025, $3,474,519 on February 3, 2026, and $26,873,722 on March 2, 2026.

As part of the acquisition under the Nuevo Purchase Agreement, the company entered into a deferred payment arrangement with the sellers in an aggregate amount of $17,000,000. The deferred payment arrangement incurs 5% interest per year, payable on the first of each month. The principal is due February 7, 2025.

Investor Notes – On December 3, 2021, the Company and the Subsidiary Guarantors entered into a Securities Purchase Agreement with the Note Investors pursuant to which the Company agreed to issue and sell to the Note Investors Investor Notes in a private placement. On December 7, 2021, the Company consummated the private placement and issued and sold the Investor Notes pursuant to the Indenture. The Company received net proceeds of approximately $92,000,000 at the closing, after deducting a commission to the placement agent and estimated offering expenses associated with the private placement payable by the Company. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted. A holder of an Investor Note may convert all or any portion of the Investor Note into shares of Common Stock at any time until the close of business on the business day immediately preceding the maturity date of the Inventor Notes, at a conversion price equal to $2.24 per share (“Conversion Price”). The Conversion Price will be adjusted in the event of any change in the outstanding Common Stock by way of stock subdivision (including a stock split), stock combination, issuance of stock or cash dividends, distributions of other securities or assets and other corporate actions. The number of shares issuable upon conversion of the Investor Notes will be equal to the principal amount of the Investor Note plus accrued interest divided by the conversion price (the “Conversion Rate”).

The Company may, at its option, elect to redeem all, but not less than all, of the Investor Notes for cash, subject to certain conditions, at a repurchase price equal to the principal amount of the Notes plus accrued and unpaid interest thereon on such date as more fully discussed in the agreement.

On the fourth anniversary of the issuance date, the investors will have the right, at their option, to require the Company to repurchase some or all their Notes for cash in an amount equal to the principal amount of the Investor Notes being repurchased plus accrued and unpaid interest up to the date of repurchase.

On or after the second anniversary of the issuance date, the Company may, at its option, convert up to 12.5% of the outstanding Investor Notes each quarter, if (i) the last reported sale price of the Common Stock exceeds 150% of the applicable Conversion Price, (ii) either (a) the Common Stock is listed on a Permitted Exchange (as defined in the Indenture) or (b) the Company’s daily volume weighted average price for the Common Stock exceeds $2,500,000, in each case for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date of conversion for the Conversion Price plus accrued and unpaid interest and (iii) there is an effective registration statement covering the resale by the holders of the Investor Notes of all Common Stock to be received in such conversion. The Company will be required to pay a Make-Whole Premium (as defined in the Indenture), payable in cash or Common Stock, to the Investors if the Investor Notes are voluntarily converted before the third anniversary of the Issuance Date and the Company’s daily volume weighted average price for the Common Stock does not exceed 175% of the Conversion Rate during the five consecutive trading days immediately preceding the date of conversion.

The notes have a contingent redemption feature that involves a substantial premium, requiring the same to be bifurcated as a derivative liability.

The Investor Notes bear interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Investor Notes were subject to an annual interest rate of 9%, with the remainder of the accrued interest payable as an increase to the principal amount of the Investor Notes. The proceeds from the Investor Notes are required to be used to fund previously identified acquisitions and other growth initiatives. The principal is due December 7, 2026.

The Indenture includes customary affirmative and negative covenants, including limitations on liens, additional indebtedness, repurchases and redemptions of any equity interest in the Company or any Subsidiary Guarantor (as defined in the Indenture), certain investments, and dividends and other restricted payments, and customary events of default. Starting on December 7, 2022, the Company must maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the Indenture) of no less than 1.30 to 1.00 as of the last day of each quarter, and the Company and the Subsidiary Guarantors are required to have at least $10,000,000 in cash (in aggregate) on the last day of each quarter in deposit accounts for which the collateral agent has a perfected security interest in. The Company and the Subsidiary Guarantors are restricted from making certain payments, including but not limited to (i) payment of dividends, (ii) repurchase, redemption, retire, or otherwise acquire any equity interest, option, or warrant of the Company or any Subsidiary Guarantor, and (iii) payment to any equity holder of the Company or a Subsidiary Guarantor for services provided pursuant to management, consulting, or other service agreement (the “Restricted Payments”) but the Company may declare and pay dividends if payable solely in its own equity, or, in the case of the Subsidiary Guarantors, amounts payable to such subsidiaries with respect to its applicable equity ownership. Provided the Company is not in default under the terms of the Indenture, the Company may make Restricted Payments not otherwise permitted thereunder (a) in an amount not to exceed $500,000 until discharge of the Indenture, or (b) after December 7, 2024, so long as the Company’s Consolidated Leverage Ratio (as defined in the Indenture) is between 1.00 and 2.25 for the applicable reference period at the time of the Restricted Payment after giving pro forma effect thereto.

The Indenture contains restrictions and limitations on the Company’s ability to incur additional debt and grant liens on its assets. The Company and its Subsidiary Guarantors are not permitted to incur additional debt or issue Disqualified Equity Interests (as defined in the Indenture) unless the Company’s Consolidated Leverage Ratio is between 1.00 and 2.25 after giving pro forma effect thereto. In addition, the Company is not permitted to grant a senior lien on its assets (excluding acquisition target assets that are identified in the Indenture) to secure indebtedness unless and until (a) at least $80,000,000 of the net proceeds from the Notes (plus the proceeds of certain sale-leaseback transactions) have been used to consummate Permitted Acquisitions prior to the granting of any such lien, and (b) the Consolidated Leverage Ratio for the applicable reference period, calculated on a pro forma basis giving effect to such acquisition and all related transactions, is less than 1.40 to 1.00. As of September 30, 2022, the Company expended approximately $81,780,000 of the proceeds from the Investor Notes on acquisitions. The Indenture provides that the Company and its Subsidiary Guarantors may incur debt under certain circumstances, including but not limited to, (i) debt incurred related to certain acquisitions and dispositions, including capital lease obligations and sale-leaseback transactions not to exceed $5,500,000 (plus up to an additional $2,200,000 in connection with certain transactions identified prior to the Issuance Date) in the aggregate at any time, (ii) certain transactions in the ordinary course of business, and (iii) any other unsecured debt not to exceed $1,000,000 at any time.

The following tables sets forth our indebtedness as of September 30, 2022 and December 31, 2021, respectively, and future obligations:


	September 30,		December 31,
	2022		2021

Term loan dated February 26, 2021, in the original amount of $10,000,000. An additional $5,000,000 was added to the loan agreement on July 28, 2021. Interest of 15% per annum, due quarterly. Principal payments begin June 1, 2023.	$	15,000,000	$	15,000,000

Seller notes dated December 17, 2020 in the original amount of $44,250,000. Interest of 12% per annum, due monthly. Principal payments begin December 17, 2025.		44,250,000		44,250,000

Investor note dated December 3, 2021, in the original amount of $95,000,000. Interest of 13% per annum, 9% payable in cash and 4% accreting to the principal amount.		98,137,022		95,000,000

Seller note dated February 7, 2022 in the original amount of $17,000,000. Interest of 5% per annum, due monthly. Principal balance is due February 7, 2025.		17,000,000		—

Less: unamortized debt issuance costs		(7,025,206)		(8,289,743)
Less: unamortized debt discount		(42,972,369)		(48,477,789)

Total long term debt		124,389,447		97,482,468
Less: current portion of long term debt		(1,500,000)		—

Long term debt and unamortized debt issuance costs	$	122,889,447	$	97,482,468


			Unamortized
	Principal		Debt Issuance		Unamortized		Total Long
	Payments		Costs		Debt Discount		Term Debt
2022		—	$	421,512	$	1,979,193	$	(1,979,193)
2023		2,250,000		1,686,049		8,523,493		(6,273,493)
2024		3,000,000		1,686,049		9,734,935		(6,734,935)
2025		40,651,759		1,686,049		11,057,799		29,593,960
2026		128,485,263		1,545,547		11,676,949		116,808,314
Thereafter		—		—		—		—

Total	$	174,387,022	$	7,025,206	$	42,972,369	$	131,414,653

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Leases

9 Months Ended

Sep. 30, 2022

Leases

Leases

12.Leases

Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Leases with a term greater than one year are recognized on the balance sheet at the time of lease commencement or modification of a Right of Use (“ROU”) operating lease asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

The Company’s leases consist of real estate leases for office, retail, cultivation, and manufacturing facilities. The Company elected to combine the lease and related non-lease components for its operating leases.

The Company’s operating leases include options to extend or terminate the lease, which are not included in the determination of the ROU asset or lease liability unless reasonably certain to be exercised. The Company’s operating

leases have remaining lease terms of less than two. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As the Company’s leases do not provide an implicit rate, we used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The discount rate used in the computations ranged between 6% and 12%.

Balance Sheet Classification of Operating Lease Assets and Liabilities


	Balance Sheet Line	September 30, 2022
Asset
Operating lease right of use assets	Noncurrent assets	$	19,982,940
Liabilities
Lease liabilities	Current Liabilities	$	2,992,540
Lease liabilities	Noncurrent liabilities		17,763,177

Maturities of Lease Liabilities

Maturities of lease liabilities as of September 30, 2022 are as follows:


2022 fiscal year	$	34,246,054
Less: Interest		12,143,391
Present value of lease liabilities	$	22,102,663

The following table presents the Company’s future minimum lease obligation under ASC 842 as of September 30, 2022:


2022 fiscal year	$	1,242,307
2023 fiscal year		4,646,609
2024 fiscal year		5,244,672
2025 fiscal year		4,653,106
2026 fiscal year		4,211,405
Thereafter		14,247,955
Total	$	34,246,054

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies

Commitments and Contingencies

13.Commitments and Contingencies

Definitive Agreement to Acquire Two Retail Dispensaries from Colorado-Based Lightshade Labs LLC.

On September 9, 2022, the Company entered into two Asset Purchase Agreements with Double Brow, Lightshade Labs LLC (“Lightshade”), Thomas Van Alsburg, an individual, Steve Brooks, an individual, and John Fritzel, an individual, pursuant to which Double Brow will purchase (i) all of Lightshade’s assets used or held for use in Lightshade’s business of owning and operating a retail marijuana store in Denver, Colorado, pursuant to an Asset Purchase Agreement (the “Denver Purchase Agreement”) and (ii) all of Lightshade’s assets used or held for use in Lightshade’s business of owning and operating a retail marijuana store in Aurora, Colorado (the “Aurora Purchase Agreement” and together with the Denver Purchase Agreement, the “Purchase Agreements”), on the terms and subject to the conditions set forth in the Purchase Agreements (collectively, the “Lightshade Purchase”). The aggregate consideration for the Lightshade Purchase will be up to $2,750,000 million in cash. At the closing, the Company will use a portion of the purchase price to pay off certain indebtedness and transaction expenses of Lightshade and then pay the balance to Lightshade. The Company will deposit $300,000 of the purchase price at closing into escrow as collateral for potential claims for indemnification from Lightshade under the Purchase Agreements. Any portion of the escrowed purchase price not used to satisfy indemnification claims will be released to Lightshade on the 12-month anniversary of the closing date of the Lightshade Purchase. The closing of the Lightshade Purchase is subject to closing conditions customary for a transaction of this nature, including, without

limitation, obtaining licensing approval from the Colorado Marijuana Enforcement Division and local regulatory authorities.

Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Stockholders' Equity

Stockholders' Equity

14.Stockholders’ Equity

The Company is authorized to issue two classes of stock, preferred stock and Common Stock.

Preferred Stock

The number of shares of preferred stock authorized is 10,000,000, par value $0.001 per share. The preferred stock may be divided into such number or series as the Board may determine. The Board is authorized to determine and alter the rights, preferences, privileges and restrictions granted and imposed upon any wholly unissued series of preferred stock, and to fix the number and designation of shares of any series of preferred stock. The Board, within limits and restrictions stated in any resolution of the Board, originally fixing the number of shares constituting any series may increase or decrease, but not below the number of such series then outstanding, the shares of any subsequent series.

The Company had 86,994 shares of Preferred Stock issued which includes 2,690 shares of Preferred Stock in escrow as of September 30, 2022 and 86,994 shares of Preferred Stock issued which includes 4,428 shares in escrow as of December 31, 2021. Among other terms, each share of Preferred Stock (i) earns an annual dividend of 8% on the “preference amount,” which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount, (ii) is entitled to a liquidation preference under certain circumstances, (iii) is convertible into shares of Common Stock by dividing the preference amount by $1.20 per share under certain circumstances, and (iv) is subject to a redemption right or obligation under certain circumstances. Preferred dividends were $5,294,132 and $1,784,113 as of September 30, 2022 for the nine and three month periods, respectively.

Common Stock

The Company is authorized to issue 250,000,000 shares of Common Stock, par value $0.001 per share. The Company had 56,069,212 shares of Common Stock issued, 54,741,506 shares of Common Stock outstanding, 886,459 shares of Common Stock in treasury, and 441,247 shares of Common Stock in escrow as of September 30, 2022, and 45,484,314 shares of Common Stock issued, 44,745,870 shares of Common Stock outstanding, 517,044 shares of Common Stock in treasury, and 221,400 shares of Common Stock in escrow as of December 31, 2021.

Employee Stock Option Plan

The Company’s stock option plan permits the grant of share options to its employees. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards generally vest based on 4 years of continuous service and have a 10-year contractual terms.

Common Stock Issued as Compensation to Employees, Officers, and Directors

For the year ended December 31, 2021, the Company issued 323,530 shares of Common Stock valued at $680,862 to employees and directors as compensation.

For the nine months ended September 30, 2022, the Company issued 510,525 shares of Common Stock valued at $762,892 as compensation to directors.

Common and Preferred Stock Issued as Payment for Acquisitions

On April 20, 2020, the Company issued 2,554,750 shares of Common Stock valued at $4,167,253 for the acquisition of Mesa Organics, Ltd.

The Company issued shares of Preferred Stock in connection with the Star Buds Acquisition to each relevant selling party as follows: (i) on December 17, 2020 the Company issued 2,862 shares of Preferred Stock valued at $2,861,994, of which 430 shares of Preferred Stock valued at $387,000 were placed in escrow, (ii) on December 18, 2020 the Company issued 6,404 shares of Preferred Stock valued at $6,403,987, of which 959 shares of Preferred Stock valued at $863,100 were placed in escrow, (iii) on February 3, 2021 the Company issued 2,319 shares of Preferred Stock valued at $2,318,998, of which 349 shares of Preferred Stock valued at $314,100 were placed in escrow, and (iv) on March 3, 2021 the Company issued 17,921 shares of Preferred Stock valued at $17,920,982, of which 2,690 shares of Preferred Stock valued at $2,421,000 were placed in escrow.

On July 21, 2021, the Company issued 2,213,994 shares of Common Stock valued at $5,377,786, of which 221,400 shares valued at $537,779 were placed in escrow for the acquisition of Southern Colorado Growers.

On December 21, 2021, the Company issued 100,000 shares of Common Stock valued at $197,000 for the acquisition of the assets of Smoking Gun.

On January 26, 2022, the Company agreed to issue an aggregate of 1,066,666 shares of Common Stock valued at $1,600,000 in connection with the acquisition of the assets of Drift, of which 912,766 have been issued.

On February 9, 2022, the Company issued 7,116,564 shares of Common Stock valued at $11,600,000 for the acquisition of MCG.

On May 31, 2022, the Company issued 1,670,230 shares of Common Stock valued at $1,900,000, of which 219,847 shares valued at $288,000 were placed in escrow for the acquisition of Urban Dispensary.

Warrants

The Company accounts for Common Stock purchase warrants in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. The Company estimates the fair value of warrants at date of grant using the Black-Scholes option pricing model. There is a moderate degree of subjectivity involved when using option pricing models to estimate the warrants, and the assumptions used in the Black Scholes option-pricing model are moderately judgmental.

For the year ended December 31, 2021, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock as consideration for the Star Buds Acquisition. These warrants have an exercise price of $1.20 per share and expiration dates five years from the dates of issuance. In addition, the Company issued a warrant to purchase an aggregate of 1,500,000 shares of Common Stock to Altmore in connection with entering into a loan agreement. This warrant has an exercise price of $2.50 per share and expires five years from the date of issuance. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $1.20 and $2.50, respectively, (ii) the contractual term of the warrant of five years, (iii) a risk-free interest rate ranging between 0.21% - 1.84% and (iv) an expected volatility of the price of the underlying Common Stock ranging between 157.60% - 194.56%. As of September 30, 2022, 9,100,000 warrants issued to Dye Cann I and 900,000 warrants issued to accredited investors in 2019 expired. No new warrants were issued as of September 30, 2022.

The following table reflects the change in Common Stock purchase warrants for the period ended September 30, 2022:


		Number of shares
Balance as of December 31, 2021		17,218,750
Warrants exercised		—
Warrants forfeited/expired		(10,000,000)
Warrants issued		—
Balance as of September 30, 2022		7,218,750

Conversion of Preferred Stock to Common Stock

On December 20, 2021, a holder of Preferred Stock converted 272 shares of Preferred Stock into 245,017 shares of Common Stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Segment Information

9 Months Ended

Sep. 30, 2022

Segment Information

Segment Information

15.Segment Information

The Company has three identifiable segments as of September 30, 2022; (i) retail, (ii) wholesale and (iii) and other. The retail segment represents our dispensaries which sell merchandise directly to customers via retail locations and e-commerce portals. The wholesale segment represents our manufacturing, cultivation, and wholesale business which sells merchandise to customers via e-commerce portals, a retail location, and a manufacturing facility. The other segment derives its revenue from licensing and consulting agreements with cannabis related entities, in addition to fees from seminars and expense reimbursements included in other revenue on the Company’s financial statements.

The following information represents segment activity for the three months ended September 30, 2022:




	Retail		Wholesale		Other		Total
External revenues		39,759,734		3,335,252		96,000		43,190,986
Cost of goods and services		(13,203,032)		(3,800,703)		(222,716)		(17,226,451)
Gross profit		26,518,917		(427,666)		(126,716)		25,964,535
Intangible assets amortization		1,792,289		237,142		581		2,030,012
Depreciation		(63,525)		613,171		248,709		798,355
Segment profit		18,954,001		(1,212,946)		(15,931,818)		1,809,237
Segment assets		188,486,331		74,042,877		67,051,712		329,580,920

The following information represents segment activity for the nine months ended September 30, 2022:


	Retail		Wholesale		Other		Total
External revenues		104,386,464		14,661,268		184,200		119,231,932
Cost of goods and services		(42,451,069)		(14,479,309)		(242,814)		(57,173,192)
Gross profit		61,935,395		181,959		(58,614)		62,058,740
Intangible assets amortization		5,671,869		634,093		1,744		6,307,706
Depreciation		357,166		964,838		700,057		2,022,061
Segment profit		39,178,738		(1,541,679)		(28,765,541)		8,871,518.00
Segment assets		188,486,331		74,042,877		67,051,712		329,580,920

Segment assets from Other are mainly related to goodwill from the Nuevo acquisition. Upon completion of the ASC 805 valuation, these will be split between the three segments accordingly.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Tax Provision

9 Months Ended

Sep. 30, 2022

Tax Provision

Tax Provision

16.Tax Provision

The following table summarizes the Company’s income tax expense and effective tax rates for three and nine months ended September 30, 2022 and September 30, 2021:


	Three Months Ended September 30,
	2022		2021
Income (loss) before income taxes	$	7,402,750	$	2,281,573
Income tax expense		5,593,513		1,312,817
Effective tax rate		75.56%		57.54%


	Nine Months Ended September 30,
	2022		2021
Income (loss) before income taxes	$	20,130,887	$	3,687,194
Income tax expense		11,259,369		1,997,905
Effective tax rate		55.93%		54.18%

The Company has computed its provision for income taxes under the discrete method which treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. The discrete method is applied when application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. We believe that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pre-tax income due to the early growth stage of the business.

Due to its cannabis operations, the Company is subject to the limitations of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.

The effective tax rate for the three months and nine months ended September 30, 2022 varies from the three months and nine months ended September 30, 2021 primarily due to the change in nondeductible expenses as a proportion of total expenses in the current year. The Company incurs expenses that are not deductible dur to IRC Section 280E limitations which results in significant income tax expense.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The Company’s valuation allowance represents the amount of tax benefits that are likely to not be realized. Management assesses the need for a valuation allowance each period and continues to have a full valuation allowance on its deferred tax assets as of September 30, 2022.

The Federal statute of limitation remains open for the 2017 tax year to present. The state statute of limitation remains open for the 2016 tax year to present.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Earnings per share (Basic and Dilutive)

9 Months Ended

Sep. 30, 2022

Earnings per share (Basic and Dilutive)

Earnings per share (Basic and Dilutive)

17.Earnings per share (Basic and Dilutive)

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted Earnings Per Share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to Common Stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. These potential dilutive shares include 1,187,124 of vested stock options, 7,218,750 stock purchase warrants, and 86,994 shares of Preferred Stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations for the three and nine months ended September 30, 2022 and 2021.


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Numerator:
Net income (loss)	$	1,809,237	$	968,756	$	8,871,518	$	1,689,289
Less: Accumulated preferred stock dividends for the period		(1,784,113)		—		(5,294,132)		—
Net income (loss) attributable to common stockholders	$	25,124	$	968,756	$	3,577,386	$	1,689,289

Denominator:
Weighted-average shares of common stock		51,232,943		44,145,709		50,615,437		42,903,008
Basic earnings per share	$	0.00	$	0.02	$	0.07	$	0.04

Numerator:
Net income (loss) attributable to common stockholders – dilutive	$	25,124	$	968,756	$	3,577,386	$	1,689,289

Denominator:
Weighted-average shares of common stock		51,232,943		44,145,709		50,615,437		42,903,008
Dilutive effect of warrants		2,229,011		—		2,229,011		4,712,670
Dilutive effect of options		1,187,124		—		1,187,124		9,072,962
Dilutive effect of preferred stock		83,305,454		—		83,305,454		—
Diluted weighted-average shares of common stock		137,954,532		44,145,709		137,337,027		56,688,640
Diluted earnings per share	$	0.00	$	0.02	$	0.03	$	0.03

Basic net loss per share attributable to common stockholders is computed by dividing reported net loss attributable to common stockholders by the weighted average number of common shares outstanding for the reported period. Note that for purposes of basic loss per share calculation, shares of Preferred Stock are excluded from the calculation as of December 31, 2021, as the inclusion of the common share equivalents would be anti-dilutive. As the Company incurred a loss from operations in 2020, shares of Common Stock issuable pursuant to the equity awards were excluded from the computation of diluted net loss per share in the accompanying consolidated statement of operations, as their effect is anti-dilutive.

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events

Subsequent Events

18.Subsequent Events

In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to September 30, 2022 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

Critical Accounting Policies and Estimates (Policies)

9 Months Ended

Sep. 30, 2022

Critical Accounting Policies and Estimates

Inventory

Inventory

Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

- Definition

Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.

+ References + Details

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2022

Property and Equipment

Schedule of property and equipment


	September 30,		December 31,
	2022		2021
Furniture and fixtures	$	719,308	$	300,798
Leasehold improvements		6,441,179		853,599
Vehicles, machinery, and tools		3,589,889		2,152,129
Land		931,506		35,000
Software, servers and equipment		4,287,881		2,550,154
Building		4,830,976		2,910,976
Construction in process		8,802,817		3,439,543
Total Asset Cost	$	29,603,556	$	12,242,199
Less: Accumulated depreciation		(4,011,034)		(1,988,973)
Total property and equipment, net of depreciation	$	25,592,522	$	10,253,226

Summary of expected useful lives


Furniture and fixtures		3-5 years
Leasehold improvements		Lesser of the lease term or estimated useful life
Vehicles, machinery and tools		3-5 years
Land		Indefinite
Software, servers and equipment		3 years
Building		39 years

Intangible Asset (Tables)

9 Months Ended

Sep. 30, 2022

Intangible Asset

Schedule of intangible assets


	September 30, 2022				December 31, 2021
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License Agreements	$	112,475,280	$	(10,399,917)	$	94,230,280	$	(5,496,902)
Tradename		6,024,325		(1,561,167)		4,560,000		(845,667)
Customer Relationships		5,150,000		(1,290,476)		5,150,000		(933,690)
Non-compete		1,295,000		(675,972)		1,205,000		(348,056)
Product License and Registration		57,300		(20,828)		57,300		(17,963)
Trade Secret		32,500		(12,097)		32,500		(10,472)
Total	$	125,034,405	$	(13,960,457)	$	105,235,080	$	(7,652,750)

Schedule of amortization expense


	Amortization
	Expense
Aggregate for year ended 12/31/2022	$	8,774,887
Estimated for year ended 12/31/2023		9,842,054
Estimated for year ended 12/31/2024		9,520,667
Estimated for year ended 12/31/2025		9,412,888
Estimated for year ended 12/31/2026		8,638,056
Estimated for year ended 12/31/2027		8,330,329
Thereafter		56,555,067
Total	$	111,073,948

Derivative Liability (Tables)

9 Months Ended

Sep. 30, 2022

Derivative Liability

Schedule of derivative liabilities


Balance as of January 1, 2021	$	—

Fair value of derivative liabilities on issuance date		48,936,674
Gain on derivative liability		(14,013,661)

Balance as of December 31, 2021	$	34,923,013

Loss on derivative liability		13,417,472

Balance as of March 31, 2022	$	48,340,485

Gain on derivative liability		(36,705,764)

Balance as of June 30, 2022	$	11,634,721

Gain on derivative liability		(4,816,668)

Balance as of September 30, 2022	$	6,818,053

Goodwill Accounting (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill Accounting.

Schedule of goodwill


		Retail		Wholesale		Other		Total

Balance as of January 1, 2022		$	26,349,025	$	13,964,016	$	3,003,226	$	43,316,267
	Goodwill acquired during 2022		19,799,102		1,792,000		34,045,420		55,636,522
	Measurement-period adjustment to prior year acquisition		640,001		—		—		640,001

Balance as of September 30, 2022		$	46,788,128	$	15,756,016	$	37,048,646	$	99,592,790

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Business Combination (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination

Schedule of aggregate purchase price


	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Cash	$	32,202,123	$	18,268,825	$	9,933,250
Seller notes		17,000,000		—		—
Common stock		—		11,600,000		3,500,000
Total purchase price	$	49,202,123	$	29,868,825	$	13,433,250

Allocation of purchase price


Description	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Assets acquired:
Cash	$	2,860,706	$	650,469	$	17,100
Accounts receivable		—		196,879		—
Other assets		—		156,000		605,112
Inventory		10,520,579		1,655,000		820,584
Fixed assets		2,137,002		2,687,000		25,966
Other long term assets		2,500		—		—
Intangible assets		—		12,400,000		3,970,000
Goodwill		34,045,420		13,596,399		7,994,703
Total Assets acquired	$	49,566,207	$	31,341,747	$	13,433,465
Liabilities and Equity assumed:
Accounts payable	$	295,043	$	458,622	$	—
Accrued liabilities		69,041		1,014,300		215
Total Liabilities and Equity assumed		364,084		1,472,922		215
Estimated fair value of net assets acquired	$	49,202,123	$	29,868,825	$	13,433,250

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt

Schedule of debt


	September 30,		December 31,
	2022		2021

Term loan dated February 26, 2021, in the original amount of $10,000,000. An additional $5,000,000 was added to the loan agreement on July 28, 2021. Interest of 15% per annum, due quarterly. Principal payments begin June 1, 2023.	$	15,000,000	$	15,000,000

Seller notes dated December 17, 2020 in the original amount of $44,250,000. Interest of 12% per annum, due monthly. Principal payments begin December 17, 2025.		44,250,000		44,250,000

Investor note dated December 3, 2021, in the original amount of $95,000,000. Interest of 13% per annum, 9% payable in cash and 4% accreting to the principal amount.		98,137,022		95,000,000

Seller note dated February 7, 2022 in the original amount of $17,000,000. Interest of 5% per annum, due monthly. Principal balance is due February 7, 2025.		17,000,000		—

Less: unamortized debt issuance costs		(7,025,206)		(8,289,743)
Less: unamortized debt discount		(42,972,369)		(48,477,789)

Total long term debt		124,389,447		97,482,468
Less: current portion of long term debt		(1,500,000)		—

Long term debt and unamortized debt issuance costs	$	122,889,447	$	97,482,468

Schedule of Maturities of Long-term Debt


			Unamortized
	Principal		Debt Issuance		Unamortized		Total Long
	Payments		Costs		Debt Discount		Term Debt
2022		—	$	421,512	$	1,979,193	$	(1,979,193)
2023		2,250,000		1,686,049		8,523,493		(6,273,493)
2024		3,000,000		1,686,049		9,734,935		(6,734,935)
2025		40,651,759		1,686,049		11,057,799		29,593,960
2026		128,485,263		1,545,547		11,676,949		116,808,314
Thereafter		—		—		—		—

Total	$	174,387,022	$	7,025,206	$	42,972,369	$	131,414,653

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases

Balance Sheet Classification Table


	Balance Sheet Line	September 30, 2022
Asset
Operating lease right of use assets	Noncurrent assets	$	19,982,940
Liabilities
Lease liabilities	Current Liabilities	$	2,992,540
Lease liabilities	Noncurrent liabilities		17,763,177

Maturities of Lease Liabilities


2022 fiscal year	$	34,246,054
Less: Interest		12,143,391
Present value of lease liabilities	$	22,102,663

Future minimum lease obligations


2022 fiscal year	$	1,242,307
2023 fiscal year		4,646,609
2024 fiscal year		5,244,672
2025 fiscal year		4,653,106
2026 fiscal year		4,211,405
Thereafter		14,247,955
Total	$	34,246,054

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

Stockholders' Equity

Schedule of warrant activity


		Number of shares
Balance as of December 31, 2021		17,218,750
Warrants exercised		—
Warrants forfeited/expired		(10,000,000)
Warrants issued		—
Balance as of September 30, 2022		7,218,750

Segment Information (Tables)

9 Months Ended

Sep. 30, 2022

Segment Information

Schedule of Segment Reporting Information

The following information represents segment activity for the three months ended September 30, 2022:




	Retail		Wholesale		Other		Total
External revenues		39,759,734		3,335,252		96,000		43,190,986
Cost of goods and services		(13,203,032)		(3,800,703)		(222,716)		(17,226,451)
Gross profit		26,518,917		(427,666)		(126,716)		25,964,535
Intangible assets amortization		1,792,289		237,142		581		2,030,012
Depreciation		(63,525)		613,171		248,709		798,355
Segment profit		18,954,001		(1,212,946)		(15,931,818)		1,809,237
Segment assets		188,486,331		74,042,877		67,051,712		329,580,920

The following information represents segment activity for the nine months ended September 30, 2022:


	Retail		Wholesale		Other		Total
External revenues		104,386,464		14,661,268		184,200		119,231,932
Cost of goods and services		(42,451,069)		(14,479,309)		(242,814)		(57,173,192)
Gross profit		61,935,395		181,959		(58,614)		62,058,740
Intangible assets amortization		5,671,869		634,093		1,744		6,307,706
Depreciation		357,166		964,838		700,057		2,022,061
Segment profit		39,178,738		(1,541,679)		(28,765,541)		8,871,518.00
Segment assets		188,486,331		74,042,877		67,051,712		329,580,920

Tax Provision (Tables)

9 Months Ended

Sep. 30, 2022

Tax Provision

Components of income tax expense


	Three Months Ended September 30,
	2022		2021
Income (loss) before income taxes	$	7,402,750	$	2,281,573
Income tax expense		5,593,513		1,312,817
Effective tax rate		75.56%		57.54%


	Nine Months Ended September 30,
	2022		2021
Income (loss) before income taxes	$	20,130,887	$	3,687,194
Income tax expense		11,259,369		1,997,905
Effective tax rate		55.93%		54.18%

Earnings per share (Basic and Dilutive) (Tables)

9 Months Ended

Sep. 30, 2022

Earnings per share (Basic and Dilutive)

Earnings per share (Basic and Dilutive)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Numerator:
Net income (loss)	$	1,809,237	$	968,756	$	8,871,518	$	1,689,289
Less: Accumulated preferred stock dividends for the period		(1,784,113)		—		(5,294,132)		—
Net income (loss) attributable to common stockholders	$	25,124	$	968,756	$	3,577,386	$	1,689,289

Denominator:
Weighted-average shares of common stock		51,232,943		44,145,709		50,615,437		42,903,008
Basic earnings per share	$	0.00	$	0.02	$	0.07	$	0.04

Numerator:
Net income (loss) attributable to common stockholders – dilutive	$	25,124	$	968,756	$	3,577,386	$	1,689,289

Denominator:
Weighted-average shares of common stock		51,232,943		44,145,709		50,615,437		42,903,008
Dilutive effect of warrants		2,229,011		—		2,229,011		4,712,670
Dilutive effect of options		1,187,124		—		1,187,124		9,072,962
Dilutive effect of preferred stock		83,305,454		—		83,305,454		—
Diluted weighted-average shares of common stock		137,954,532		44,145,709		137,337,027		56,688,640
Diluted earnings per share	$	0.00	$	0.02	$	0.03	$	0.03

Organization and Nature of Operations (Details)			9 Months Ended
Organization and Nature of Operations (Details)	Jul. 13, 2022	Feb. 08, 2022 USD ($) ft² item $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Short-Term Debt [Line Items]
Number of dispensaries		10
Number of cultivating facilities		4
Number of operating facilities		3
Number of under development facilities		1
Number of manufacturing facilities		1
Cultivation facility area (in square feet) \| ft²		70,000
Manufacturing facility area (in square feet) \| ft²		6,000
Cash paid for acquisition \| $			$ 92,701,905	$ 71,927,071
Mission Holdings
Short-Term Debt [Line Items]
Right to acquire equity interest (percent)	100.00%
Term of investment	3 years
NFPs
Short-Term Debt [Line Items]
Right to acquire equity (as percentage)		100.00%
Right to acquire assets (as percentage)		100.00%
Purchase price per option \| $ / shares		$ 100
Cash paid for acquisition \| $		$ 27,700,000
Earn-out payments \| $		$ 4,500,000
NFPs \| Unsecured Promissory Notes
Short-Term Debt [Line Items]
Interest rate (as percentage)		5.00%
Unsecured promissory note issued on acquisition \| $		$ 17,000,000.0

Critical Accounting Policies and Estimates (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Critical Accounting Policies and Estimates
Inventory reserves	$ 0	$ 0

Notes Receivable (Details) - USD ($)	Mar. 12, 2021	Sep. 30, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable		$ 47,778
Colorado Cannabis
Accounts, Notes, Loans and Financing Receivable [Line Items]
Due from related parties	$ 215,000
Equal monthly installments (in months)	18 months
Notes receivable		$ 47,778

- Definition

Aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date, which are usually due after one year (or one business cycle).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(11))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

+ Details

Property and Equipment (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total Asset Cost	$ 29,603,556	$ 12,242,199
Less: Accumulated depreciation	(4,011,034)	(1,988,973)
Total property and equipment, net of depreciation	25,592,522	10,253,226
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total Asset Cost	719,308	300,798
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total Asset Cost	6,441,179	853,599
Vehicles Machinery And Tools
Property, Plant and Equipment [Line Items]
Total Asset Cost	3,589,889	2,152,129
Land
Property, Plant and Equipment [Line Items]
Total Asset Cost	931,506	35,000
Software Servers And Equipment
Property, Plant and Equipment [Line Items]
Total Asset Cost	4,287,881	2,550,154
Building
Property, Plant and Equipment [Line Items]
Total Asset Cost	4,830,976	2,910,976
Construction in Progress
Property, Plant and Equipment [Line Items]
Total Asset Cost	$ 8,802,817	$ 3,439,543

Property and Equipment - Expected life (Details)	9 Months Ended
Property and Equipment - Expected life (Details)	Sep. 30, 2022
Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated useful life	Lesser of the lease term or estimated useful life
Land
Property, Plant and Equipment [Line Items]
Estimated useful life	Indefinite
Software, servers and equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Building
Property, Plant and Equipment [Line Items]
Estimated useful life	39 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Minimum \| Vehicles, machinery, and tools
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Maximum \| Vehicles, machinery, and tools
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

Property and Equipment - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment - Narrative (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property and Equipment
Depreciation expense	$ 798,354	$ 364,399	$ 2,022,061	$ 818,174

Intangible Asset (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 125,034,405	$ 105,235,080
Accumulated Amortization	(13,960,457)	(7,652,750)
License Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	112,475,280	94,230,280
Accumulated Amortization	(10,399,917)	(5,496,902)
Tradename
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,024,325	4,560,000
Accumulated Amortization	(1,561,167)	(845,667)
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,150,000	5,150,000
Accumulated Amortization	(1,290,476)	(933,690)
Non-compete
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,295,000	1,205,000
Accumulated Amortization	(675,972)	(348,056)
Product License and Registration
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	57,300	57,300
Accumulated Amortization	(20,828)	(17,963)
Trade Secret
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	32,500	32,500
Accumulated Amortization	$ (12,097)	$ (10,472)

Intangible Asset - Amortization expense (Details)	Sep. 30, 2022 USD ($)
Intangible Asset
Aggregate for year ended 12/31/2022	$ 8,774,887
Estimated for year ended 12/31/2023	9,842,054
Estimated for year ended 12/31/2024	9,520,667
Estimated for year ended 12/31/2025	9,412,888
Estimated for year ended 12/31/2026	8,638,056
Estimated for year ended 12/31/2027	8,330,329
Thereafter	56,555,067
Total	$ 111,073,948

Intangible Asset - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Intangible Asset - Narrative (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Intangible Asset
Amortization expense	$ 2,030,012	$ 2,609,987	$ 6,307,706	$ 6,961,654

Derivative Liability (Details) - USD ($)	3 Months Ended			12 Months Ended
Derivative Liability (Details) - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Derivative Liability
Derivative liability, beginning	$ 11,634,721	$ 48,340,485	$ 34,923,013
Fair value of derivative liabilities on issuance date				48,936,674
Gain (loss) on derivative liability	(4,816,668)	(36,705,764)	13,417,472	(14,013,661)
Derivative liability, ending	$ 6,818,053	$ 11,634,721	$ 48,340,485	$ 34,923,013

Derivative Liability - Narrative (Details)			3 Months Ended	9 Months Ended
Derivative Liability - Narrative (Details)	Dec. 07, 2021 USD ($)	Dec. 03, 2021 USD ($) item	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt discount related to derivative liability portion			$ 42,972,369	$ 42,972,369	$ 48,477,789
Amortization related to debt discount			$ 1,915,403	$ 5,505,420
Derivative Liability.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt discount related to derivative liability portion					$ 48,936,674
Investor Notes
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount		$ 95,000,000
Debt discount related to derivative liability portion		$ 1,900,000
Number of accredited investors \| item		31
Percentage of investor note	13.00%	13.00%
Aggregate purchase price		$ 93,100,000
Net proceeds	$ 92,000,000
Interest rate		2.00%
Debt term (years)	5 years
Interest payable in cash (as percentage)	9.00%

Related Party Transactions (Details)																		1 Months Ended	2 Months Ended		3 Months Ended			9 Months Ended		12 Months Ended	18 Months Ended
Related Party Transactions (Details)	Sep. 22, 2022 USD ($) shares	Jun. 24, 2022 USD ($) shares	Jun. 14, 2022 USD ($) shares	May 04, 2022 USD ($) shares	Dec. 07, 2021 USD ($)	Dec. 03, 2021	Mar. 30, 2021 shares	Mar. 02, 2021 shares	Feb. 26, 2021 USD ($) $ / shares shares	Feb. 25, 2021 shares	Feb. 03, 2021 USD ($) shares	Dec. 22, 2020 shares	Dec. 18, 2020 USD ($) shares	Dec. 17, 2020 USD ($)	Dec. 16, 2020 USD ($) shares	Aug. 01, 2020 USD ($) $ / shares shares	Jun. 05, 2019 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Mar. 02, 2021 shares	Mar. 02, 2021 USD ($) shares	Sep. 30, 2021 USD ($) shares	Mar. 30, 2021 USD ($) shares	Mar. 02, 2021 USD ($) item shares	Sep. 30, 2022 USD ($) item shares	Sep. 30, 2021 USD ($) shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 16, 2020 USD ($) shares	Mar. 14, 2021	Nov. 16, 2020 $ / shares	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Number of shares issued, Value																									$ 50,449,206
Cash paid at closing																								$ 92,701,905	$ 71,927,071
Star Buds
Related Party Transaction [Line Items]
Warrant to purchase shares (in shares) \| shares								5,531,250											5,531,250	5,531,250			5,531,250
Consideration transferred																							$ 118,000,000
Cash paid at closing																							44,250,000
Deferred cash																							$ 44,250,000
Initial lease term (in years)								3 years											3 years	3 years			3 years
Star Buds \| 5238 W 44th LLC
Related Party Transaction [Line Items]
Initial lease term (in years)														3 years
Investor Notes
Related Party Transaction [Line Items]
Interest rate (as percentage)						13.00%
Interest payable in cash (as percentage)						9.00%
Seller Notes
Related Party Transaction [Line Items]
Outstanding debt amount																								44,250,000		$ 44,250,000
Seller Notes \| Star Buds
Related Party Transaction [Line Items]
Interest rate (as percentage)								12.00%						12.00%					12.00%	12.00%			12.00%
Principal amount														$ 44,250,000
Interest paid																								$ 8,763,387
Preferred Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares																									47,310
Number of shares issued, Value																									$ 47
Stock issued in acquisition (in shares) \| shares																									20,240
Preferred Stock \| Star Buds
Related Party Transaction [Line Items]
Shares issuable in acquisition (in shares) \| shares																							29,506
Stock issued in acquisition (in shares) \| shares																							25,078
Equity interest held in escrow (in shares) \| shares								4,428											4,428	4,428			4,428
Common Stock
Related Party Transaction [Line Items]
Stock issued in acquisition (in shares) \| shares																					2,213,994			9,508,872	2,213,994
Warrant \| Star Buds
Related Party Transaction [Line Items]
Purchase price (in dollars per share) \| $ / shares																										$ 1.20
Warrant to purchase shares (in shares) \| shares																										5,531,250
SBUD LLC \| Star Buds
Related Party Transaction [Line Items]
Rent payment																							$ 10,000	$ 363,564		$ 449,297
Number of option for lease renewal \| item																							2
Lease renewal term (in years)								3 years											3 years	3 years			3 years
SBUD LLC \| Star Buds \| 428 S. McCulloch LLC
Related Party Transaction [Line Items]
Monthly rent payment														5,000
Rent payment														180,000
SBUD LLC \| Star Buds \| Colorado Real Estate Holdings LLC
Related Party Transaction [Line Items]
Monthly rent payment													$ 6,779
Rent payment													244,044
SBUD LLC \| Star Buds \| 5844 Ventures LLC
Related Party Transaction [Line Items]
Monthly rent payment													5,000
Rent payment													$ 180,000
SBUD LLC \| Star Buds \| 5238 W 44th LLC
Related Party Transaction [Line Items]
Monthly rent payment											$ 5,000
Rent payment														180,000						$ 55,000				$ 45,000
Number of option for lease renewal \| item																								2
Lease renewal term (in years)																								3 years
SBUD LLC \| Star Buds \| 14655 Arapahoe LLC
Related Party Transaction [Line Items]
Monthly rent payment																							$ 12,367
Rent payment																							445,212
SBUD LLC \| Star Buds \| Montview Real Estate LLC
Related Party Transaction [Line Items]
Monthly rent payment																							6,250
Rent payment																							$ 225,000
Securities Purchase Agreement \| Investor Notes
Related Party Transaction [Line Items]
Interest rate (as percentage)					13.00%
Interest payable in cash (as percentage)					9.00%
CRW Capital, LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)																												50.00%
CRW Capital, LLC \| Common Stock \| Minimum
Related Party Transaction [Line Items]
Ownership interest (as percentage)																										5.00%
MedPharm \| Promissory note
Related Party Transaction [Line Items]
Outstanding debt amount																$ 767,695														$ 767,695
Interest rate (as percentage)																														8.00%
Accrued and unpaid interest																47,161
Proceeds from debt to related party																$ 100,000					$ 181,911
MedPharm \| Andrew Williams
Related Party Transaction [Line Items]
Shares returned for payment of note receivable \| shares																175,000
MedPharm \| Andrew Williams \| Promissory note
Related Party Transaction [Line Items]
Shares returned price (in dollars per share) \| $ / shares																$ 1.90
Dye Capital \| Convertible Promissory Note and Security Agreement
Related Party Transaction [Line Items]
Principal amount															$ 5,000,000												$ 5,000,000
Debt amount converted									$ 5,000,000
Debt interest amount converted									$ 60,250
Shares issued on conversion of debt (in shares) \| shares									5,060
Cash paid on conversion of debt									$ 230.97
Dye Cann I \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Percentage of warrants to purchase common stock																	100.00%
Purchase price (in dollars per share) \| $ / shares																	$ 3.50
Warrant to purchase shares (in shares) \| shares															9,287,500		1,500,000										9,287,500
Proceeds from sale of equity																											$ 18,575,000
Dye Cann I \| Securities Purchase Agreement \| Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares																	1,500,000										9,287,500
Share price (in dollars per share) \| $ / shares																	$ 2.00
Proceeds from sale of equity																	$ 3,000,000
Dye Cann I \| Securities Purchase Agreement \| Common Stock \| Minimum
Related Party Transaction [Line Items]
Number of shares issued \| shares																	8,187,500
Dye Cann I \| Securities Purchase Agreement \| Common Stock \| Maximum
Related Party Transaction [Line Items]
Number of shares issued \| shares																	10,687,500
Dye Cann II \| Securities Purchase Agreement \| Preferred Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares							4,000	2,500		1,300	3,100	1,300	1,450		7,700							21,350
Share price (in dollars per share) \| $ / shares																													$ 1,000
Proceeds from sale of equity																						$ 21,350,000
Tella Digital
Related Party Transaction [Line Items]
Costs and expenses to related party																								$ 254,136		$ 214,908
CRW \| Series A Preferred Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares									25,350
Share price (in dollars per share) \| $ / shares									$ 1,000
Proceeds from sale of equity									$ 25,350,000
CRW \| Preferred Stock
Related Party Transaction [Line Items]
Share price (in dollars per share) \| $ / shares									$ 1,000
CRW \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Monitoring fee									$ 150,000
Monitoring fee																								25,000		125,000
Monitoring fee per month									$ 12,500
CRW \| Securities Purchase Agreement \| Preferred Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares									25,350
Proceeds from sale of equity									$ 25,350,000
Cozad Investments, L.P. \| Securities Purchase Agreement \| Investor Notes
Related Party Transaction [Line Items]
Proceeds from debt to related party					$ 245,000
Principal amount					$ 250,000
Mr Cozad \| Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares			22,728	40,463
Number of shares issued, Value			$ 35,001	$ 70,001
Rubin Revocable Trust \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Interest rate (as percentage)					13.00%
Interest payable in cash (as percentage)					9.00%
Proceeds from debt to related party					$ 98,000
Principal amount					$ 100,000
Brian Ruden \| Star Buds
Related Party Transaction [Line Items]
Warrant to purchase shares (in shares) \| shares								1,715,936											1,715,936	1,715,936			1,715,936
Cash paid at closing																							$ 13,727,490
Deferred cash																							$ 13,727,490
Brian Ruden \| Seller Notes \| Star Buds
Related Party Transaction [Line Items]
Interest paid																								$ 2,714,487
Brian Ruden \| Preferred Stock \| Star Buds
Related Party Transaction [Line Items]
Shares issuable in acquisition (in shares) \| shares																							9,151
Stock issued in acquisition (in shares) \| shares																			7,778
Equity interest held in escrow (in shares) \| shares								1,373											1,373	1,373			1,373
Brian Ruden \| Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares			22,728	20,232
Number of shares issued, Value			$ 35,001	$ 35,001
Brian Ruden \| Medicine Man Technologies, Inc. \| Preferred Stock \| Minimum
Related Party Transaction [Line Items]
Ownership interest (as percentage)																								5.00%
Brian Ruden \| Medicine Man Technologies, Inc. \| Common Stock \| Minimum
Related Party Transaction [Line Items]
Ownership interest (as percentage)																								5.00%
Brian Ruden \| Colorado Health Consultants LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								50.00%											50.00%	50.00%			50.00%
Brian Ruden \| Starbuds Aurora LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								47.50%											47.50%	47.50%			47.50%
Brian Ruden \| Starbuds Pueblo LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								50.00%											50.00%	50.00%			50.00%
Brian Ruden \| Starbuds Alameda LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								50.00%											50.00%	50.00%			50.00%
Brian Ruden \| SB Arapahoe LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								46.00%											46.00%	46.00%			46.00%
Brian Ruden \| Starbuds Commerce City LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								36.00%											36.00%	36.00%			36.00%
Brian Ruden \| Starbuds Louisville LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								30.00%											30.00%	30.00%			30.00%
Brian Ruden \| Starbuds Niwot LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								25.00%											25.00%	25.00%			25.00%
Brian Ruden \| Lucky Ticket LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								16.66%											16.66%	16.66%			16.66%
Brian Ruden \| KEW LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								15.00%											15.00%	15.00%			15.00%
Brian Ruden \| Mountain View 44th LLC.
Related Party Transaction [Line Items]
Ownership interest (as percentage)								15.00%											15.00%	15.00%			15.00%
Brian Ruden \| LM MJC LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								10.00%											10.00%	10.00%			10.00%
Jeffrey Garwood \| Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares			22,728	40,463
Number of shares issued, Value			$ 35,001	$ 70,001
Jeffrey Garwood \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Interest payable in cash (as percentage)					9.00%
Interest rate					13.00%
Proceeds from debt to related party					$ 294,000
Principal amount					$ 300,000
Pratap Mukharji \| Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares			22,728	40,463
Number of shares issued, Value			$ 35,001	$ 70,001
Pratap Mukharji \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Interest payable in cash (as percentage)					9.00%
Interest rate					13.00%
Proceeds from debt to related party					$ 196,000
Principal amount					$ 200,000
Jonathan Berger \| Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares			22,728	40,463
Number of shares issued, Value			$ 35,001	$ 70,001
Jonathan Berger \| Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares	102,355	19,085	22,728	40,463
Number of shares issued, Value	$ 100,000	$ 25,001	$ 35,001	$ 70,001
Salim Wahdan \| Star Buds
Related Party Transaction [Line Items]
Cash paid at closing																							$ 1,361,360
Deferred cash																							$ 1,361,360
Stock issued in acquisition (in shares) \| shares																							1,939,300
Salim Wahdan \| Star Buds \| Series A Preferred Stock
Related Party Transaction [Line Items]
Shares issuable in acquisition (in shares) \| shares																							1,036
Stock issued in acquisition (in shares) \| shares																							880
Equity interest held in escrow (in shares) \| shares								156											156	156			156
Salim Wahdan \| Seller Notes \| Star Buds
Related Party Transaction [Line Items]
Interest paid																							$ 313,331
Salim Wahdan \| Common Stock
Related Party Transaction [Line Items]
Number of shares issued \| shares		15,586	14,584
Number of shares issued, Value																		$ 42,887
Salim Wahdan \| SBUD LLC \| Star Buds \| 5238 W 44th LLC
Related Party Transaction [Line Items]
Cash paid at closing														$ 5,000
Salim Wahdan \| Starbuds Louisville LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								3.48%											3.48%	3.48%			3.48%
Salim Wahdan \| Lucky Ticket LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								16.67%											16.67%	16.67%			16.67%
Salim Wahdan \| KEW LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)								9.25%											9.25%	9.25%			9.25%
Salim Wahdan \| Mountain View 44th LLC.
Related Party Transaction [Line Items]
Ownership interest (as percentage)								8.00%											8.00%	8.00%			8.00%
Mr. Rubin \| CRW Capital, LLC
Related Party Transaction [Line Items]
Monitoring fee																								$ 25,000		$ 125,000
Ownership interest (as percentage)																								50.00%

Goodwill Accounting (Details)	9 Months Ended
Goodwill Accounting (Details)	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance of goodwill	$ 43,316,267
Goodwill acquired during 2022	55,636,522
Measurement-period adjustment to prior year acquisition	640,001
Ending balance of goodwill	99,592,790
Retail
Goodwill [Roll Forward]
Beginning balance of goodwill	26,349,025
Goodwill acquired during 2022	19,799,102
Measurement-period adjustment to prior year acquisition	640,001
Ending balance of goodwill	46,788,128
Wholesale
Goodwill [Roll Forward]
Beginning balance of goodwill	13,964,016
Goodwill acquired during 2022	1,792,000
Ending balance of goodwill	15,756,016
Other
Goodwill [Roll Forward]
Beginning balance of goodwill	3,003,226
Goodwill acquired during 2022	34,045,420
Ending balance of goodwill	$ 37,048,646

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Business Combination - Narrative (Details)		9 Months Ended
Business Combination - Narrative (Details)	Feb. 08, 2022 USD ($) ft² item facility director	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 02, 2022 USD ($)	May 31, 2022 USD ($)	Feb. 15, 2022 USD ($)	Feb. 09, 2022 USD ($)	Jan. 26, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Goodwill		$ 99,592,790							$ 43,316,267
Intangible assets		111,073,948							$ 97,582,330
Cash paid for acquisition		$ 92,701,905	$ 71,927,071
Nuevo Holding LLC
Business Acquisition [Line Items]
Number of call option agreement entered \| item	2
Call option agreement, option to acquire equity or assets percentage	100.00%
Purchase price of call option	$ 100
Elemental Kitchen and Laboratories, LLC
Business Acquisition [Line Items]
Number of dispensaries held \| item	10
Number of cultivation facilities held \| facility	4
Number of cultivation facilities operating \| facility	3
Number of cultivation facilities under development \| facility	1
Number of manufacturing facilities held \| facility	1
Area of cultivation facilities held \| ft²	70,000
Area of manufacturing facilities held \| ft²	6,000
Drift
Business Acquisition [Line Items]
Goodwill and intangibles								$ 3,344,555
Reynold Greenleaf & Associates, LLC.
Business Acquisition [Line Items]
Cash paid for acquisition	$ 27,700,000
Payments required potential earn out	$ 4,500,000
Reynold Greenleaf & Associates, LLC. \| Nuevo Holding LLC
Business Acquisition [Line Items]
Number of Not For Profit Entities Acquired \| director	2
Number of directors replaced \| director	1
Notes payable	$ 17,000,000.0
Interest rate (as percentage)	5.00%
RGA
Business Acquisition [Line Items]
Goodwill and intangibles	$ 34,045,420
MCG
Business Acquisition [Line Items]
Goodwill				$ 13,596,399
Intangible assets							$ 12,400,000
Brow
Business Acquisition [Line Items]
Goodwill						$ 1,792,000
Intangible assets						$ 3,970,000
Urban Dispensary
Business Acquisition [Line Items]
Goodwill and intangibles					$ 2,858,148

Business Combination (Details) - USD ($)	9 Months Ended
Business Combination (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Cash	$ 92,701,905	$ 71,927,071
Nuevo Holding LLC
Business Acquisition [Line Items]
Cash	32,202,123
Seller notes	17,000,000
Common stock	0
Total purchase price	49,202,123
Emerald Fields Merger Sub, LLC
Business Acquisition [Line Items]
Cash	18,268,825
Seller notes	0
Common stock	11,600,000
Total purchase price	29,868,825
Other Acquisitions
Business Acquisition [Line Items]
Cash	9,933,250
Seller notes	0
Common stock	3,500,000
Total purchase price	$ 13,433,250
Elemental
Business Acquisition [Line Items]
Right to acquire equity (as percentage)	100.00%

Business Combination - Allocation of Purchase Price (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 99,592,790	$ 43,316,267
Nuevo Holding LLC
Business Acquisition [Line Items]
Cash	2,860,706
Accounts receivable	0
Other assets	0
Inventory	10,520,579
Fixed assets	2,137,002
Other long term assets	2,500
Goodwill	34,045,420
Total assets acquired	49,566,207
Accounts payable	295,043
Accrued liabilities	69,041
Total liabilities and equity assumed	364,084
Estimated fair value of net assets acquired	49,202,123
Emerald Fields Merger Sub, LLC
Business Acquisition [Line Items]
Cash	650,469
Accounts receivable	196,879
Other assets	156,000
Inventory	1,655,000
Fixed assets	2,687,000
Other long term assets	0
Intangible assets	12,400,000
Goodwill	13,596,399
Total assets acquired	31,341,747
Accounts payable	458,622
Accrued liabilities	1,014,300
Total liabilities and equity assumed	1,472,922
Estimated fair value of net assets acquired	29,868,825
Other Acquisitions
Business Acquisition [Line Items]
Cash	17,100
Accounts receivable	0
Other assets	605,112
Inventory	820,584
Fixed assets	25,966
Other long term assets	0
Intangible assets	3,970,000
Goodwill	7,994,703
Total assets acquired	13,433,465
Accounts payable	0
Accrued liabilities	215
Total liabilities and equity assumed	215
Estimated fair value of net assets acquired	$ 13,433,250

Inventory (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Inventory
Finished goods inventory	$ 7,295,263	$ 5,573,329
Inventory work in process	10,049,172	5,535,992
Raw materials inventory	$ 3,944,568	$ 12,676

Debt (Details)					9 Months Ended
Debt (Details)	Dec. 07, 2021 USD ($)	Dec. 03, 2021	Jul. 21, 2021 USD ($)	Feb. 26, 2021 USD ($)	Sep. 30, 2022 USD ($) D	Dec. 03, 2022 $ / shares	Feb. 07, 2022 USD ($)	Jul. 28, 2021 USD ($)	Mar. 02, 2021	Dec. 17, 2020 USD ($)
Term Loan
Debt Instrument [Line Items]
Proceeds from loans				$ 10,000,000
Interest rate (as percentage)				15.00%
Principal payment				$ 750,000
Maturity date				Feb. 26, 2025
consolidated fixed charge coverage ratio				1.3
Cash deposit in account in which the lender has a security interest				$ 3,000,000
Debt Instrument, Face Amount				$ 10,000,000				$ 5,000,000
Seller Notes \| Star Buds
Debt Instrument [Line Items]
Interest rate (as percentage)									12.00%	12.00%
Debt Instrument, Face Amount										$ 44,250,000
Seller Notes \| Star Buds \| December 17, 2025
Debt Instrument [Line Items]
Periodic principal payments					$ 13,901,759
Seller Notes \| Star Buds \| February 3, 2026
Debt Instrument [Line Items]
Periodic principal payments					3,474,519
Seller Notes \| Star Buds \| March 2, 2026
Debt Instrument [Line Items]
Periodic principal payments					$ 26,873,722
Investor Notes
Debt Instrument [Line Items]
Interest rate (as percentage)		13.00%
Proceeds from issuance of private placement	$ 92,000,000
Percentage of debt converted					12.50%
Conversion price \| $ / shares						$ 2.24
Common stock					$ 2,500,000
Threshold Number of trading days \| D					20
Threshold number of consecutive trading days \| D					30
Debt term (years)		5 years
Interest payable in cash		9.00%
Maximum restricted payment until discharge of indenture					$ 500,000
Net Proceeds					80,000,000
Amount expended from proceeds from the Investor nots on acquisitions					81,780,000
Investor Notes \| As on December 7, 2022
Debt Instrument [Line Items]
Cash deposit in account in which the lender has a security interest					$ 10,000,000
Investor Notes \| Common stock price exceeds 150% of conversion price
Debt Instrument [Line Items]
Percentage of common stock sale price exceeding conversion price					150.00%
Investor Notes \| Common stock price does not exceeds 175% of conversion price
Debt Instrument [Line Items]
Percentage of common stock sale price exceeding conversion price					175.00%
Investor Notes \| Minimum
Debt Instrument [Line Items]
consolidated fixed charge coverage ratio					1.00
Investor Notes \| Minimum \| As on December 7, 2022
Debt Instrument [Line Items]
consolidated fixed charge coverage ratio					1.30
Investor Notes \| Minimum \| After December 7, 2024
Debt Instrument [Line Items]
consolidated fixed charge coverage ratio					1.00
Investor Notes \| Maximum
Debt Instrument [Line Items]
consolidated fixed charge coverage ratio					2.25
Investor Notes \| Maximum \| After December 7, 2024
Debt Instrument [Line Items]
consolidated fixed charge coverage ratio					2.25
Investor Notes \| Maximum \| Applicable reference period
Debt Instrument [Line Items]
consolidated fixed charge coverage ratio					1.40
Investor Notes \| Maximum \| Certain acquisition and disposition, not to exceed $5,500,000
Debt Instrument [Line Items]
Capital lease obligations					$ 5,500,000
Additional debt incurred					2,200,000
Investor Notes \| Maximum \| Other unsecured debt, not to exceed $1,000,000 at any time
Debt Instrument [Line Items]
Unsecured debt					$ 1,000,000
Seller Note 2022 \| Nuevo Holding LLC
Debt Instrument [Line Items]
Interest rate (as percentage)							5.00%
Debt Instrument, Face Amount							$ 17,000,000
Loan Agreement \| Term Loan \| Southern Colorado Growers
Debt Instrument [Line Items]
Proceeds from loans			$ 5,000,000

Debt - Indebtedness (Details) - USD ($)	Feb. 07, 2022	Dec. 03, 2021	Feb. 26, 2021	Dec. 17, 2020	Sep. 30, 2022	Dec. 31, 2021	Jul. 28, 2021	Mar. 02, 2021
Debt Instrument [Line Items]
unamortized debt issuance costs					$ (7,025,206)	$ (8,289,743)
unamortized debt discount					(42,972,369)	(48,477,789)
Long-term debt					124,389,447	97,482,468
Less: current portion of long term debt					(1,500,000)
Long term debt and unamortized debt issuance costs					122,889,447	97,482,468
Term Loan
Debt Instrument [Line Items]
Long term debt, gross					15,000,000	15,000,000
Debt Instrument, Face Amount			$ 10,000,000				$ 5,000,000
Interest rate (as percentage)			15.00%
Date of First Required Payment, Debt instrument			Jun. 01, 2023
Seller Notes
Debt Instrument [Line Items]
Long term debt, gross					44,250,000	44,250,000
Seller Notes \| Star Buds
Debt Instrument [Line Items]
Debt Instrument, Face Amount				$ 44,250,000
Interest rate (as percentage)				12.00%				12.00%
Date of First Required Payment, Debt instrument				Dec. 17, 2025
Convertible Debt
Debt Instrument [Line Items]
Long term debt, gross					98,137,022	95,000,000
Debt Instrument, Face Amount		$ 95,000,000
Interest rate (as percentage)		13.00%
Interest payable in cash		9.00%
Accreting interest rate to principal amount		4
Seller Note 2022
Debt Instrument [Line Items]
Long term debt, gross					$ 17,000,000	$ 0
Seller Note 2022 \| Nuevo Holding LLC
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 17,000,000
Interest rate (as percentage)	5.00%
Date of First Required Payment, Debt instrument	Feb. 07, 2025

Debt - Maturities of Long-term Debt (Details)	Sep. 30, 2022 USD ($)
Principal Payments
2023	$ 2,250,000
2024	3,000,000
2025	40,651,759
2026	128,485,263
Total	174,387,022
Unamortized Debt Issuance Costs
2022	421,512
2023	1,686,049
2024	1,686,049
2025	1,686,049
2026	1,545,547
Total	7,025,206
Unamortized Debt Discount
2022	1,979,193
2023	8,523,493
2024	9,734,935
2025	11,057,799
2026	11,676,949
Total	42,972,369
Total Long Term Debt[Abstract]
2022	(1,979,193)
2023	(6,273,493)
2024	(6,734,935)
2025	29,593,960
2026	116,808,314
Total	$ 131,414,653

Leases - Balance Sheet Classification (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Leases
Operating lease asset - non-current	$ 19,982,940	$ 8,511,780
Operating lease liability - current	2,992,540
Operating lease liability - non-current	$ 17,763,177	$ 8,715,480

Leases - Lease maturities (Details)	Sep. 30, 2022 USD ($)
Leases
2022 fiscal year	$ 34,246,054
Less: Interest	12,143,391
Present value of lease liabilities	$ 22,102,663

Leases - Minimum lease obligation (Details)	Sep. 30, 2022 USD ($)
Leases
2022 fiscal year	$ 1,242,307
2023 fiscal year	4,646,609
2024 fiscal year	5,244,672
2025 fiscal year	4,653,106
2026 fiscal year	4,211,405
Thereafter	14,247,955
Total	$ 34,246,054

Leases (Details)	Sep. 30, 2022
Minimum
Weighted average lease discount rate	6.00%
Maximum
Weighted average lease discount rate	12.00%
Remaining lease term	2 years

Commitments and Contingencies (Details) - Lightshade Labs Llc	Sep. 09, 2022 USD ($) item
Number of retail dispensaries acquired \| item	2
Number of assets purchase agreement \| item	2
Escrow amount \| $	$ 2,750,000
Deposit of purchase price \| $	$ 300,000

Stockholders' Equity (Details)												3 Months Ended			9 Months Ended		12 Months Ended
Stockholders' Equity (Details)	May 31, 2022 USD ($) shares	Feb. 09, 2022 USD ($) shares	Jan. 26, 2022 USD ($) shares	Dec. 21, 2021 USD ($) shares	Dec. 20, 2021 shares	Jul. 21, 2021 USD ($) shares	Mar. 03, 2021 USD ($) shares	Feb. 03, 2021 USD ($) shares	Dec. 18, 2020 USD ($) shares	Dec. 17, 2020 USD ($) shares	Apr. 20, 2020 USD ($) shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Mar. 02, 2021 shares	Sep. 30, 2022 USD ($) item $ / shares shares	Sep. 30, 2021 USD ($) shares	Dec. 31, 2021 USD ($) $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of classes of stock \| item															2
Preferred stock authorized												10,000,000			10,000,000		10,000,000
Preferred stock, par value \| $ / shares												$ 0.001			$ 0.001		$ 0.001
Preferred stock, shares issued												86,994			86,994		86,994
Escrow shares												2,690			2,690		4,428
Preferred stock, dividend rate															8.00%
Preferred stock dividend rate, per share amount \| $ / shares															$ 1,000
Preferred stock, conversion price \| $ / shares												$ 1.20			$ 1.20
Preferred stock dividends \| $												$ 1,784,113			$ 5,294,132
Common stock authorized												250,000,000			250,000,000		250,000,000
Common stock par value \| $ / shares												$ 0.001			$ 0.001		$ 0.001
Common stock issued												56,069,212			56,069,212		45,484,314
Common stock outstanding												54,741,506			54,741,506		44,745,870
Treasury common shares												886,459			886,459		517,044
Common stock held in escrow												441,247			441,247		221,400
Stock issued for compensation, value \| $												$ 100,000	$ 1		$ 762,892	$ 680,862
Shares issued for acquisition, value \| $													$ 5,380,000		$ 15,100,058	$ 25,620,000
Conversion of preferred stock					272
Conversion of shares					245,017
Star Buds
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant to purchase shares (in shares)														5,531,250
Star Buds \| Preferred Stock
Accumulated Other Comprehensive Income (Loss) [Line Items]
Escrow shares							2,690	349	959	430
Stock issued for acquisition, shares							17,921	2,319	6,404	2,862
Shares issued for acquisition, value \| $							$ 17,920,982	$ 2,318,998	$ 6,403,987	$ 2,861,994
Escrow shares value \| $							$ 2,421,000	$ 314,100	$ 863,100	$ 387,000
Southern Colorado Growers
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares						2,213,994
Shares issued for acquisition, value \| $						$ 5,377,786
Stock issued for acquisition placed in escrow, shares						221,400
Stock issued for acquisition placed in escrow, value \| $						$ 537,779
Smoking Gun Apothecary
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares				100,000
Shares issued for acquisition, value \| $				$ 197,000
Drift
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares			912,766
Shares agreed to be issued in future			1,066,666
Shares issued for acquisition, value \| $			$ 1,600,000
MCG
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares		7,116,564
Shares issued for acquisition, value \| $		$ 11,600,000
Urban Dispensary
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares	1,670,230
Shares issued for acquisition, value \| $	$ 1,900,000
Stock issued for acquisition placed in escrow, shares	219,847
Stock issued for acquisition placed in escrow, value \| $	$ 288,000
Employees Officers Directors
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for compensation, shares															510,525		323,530
Stock issued for compensation, value \| $															$ 762,892		$ 680,862
Mesa Organics Ltd
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares											2,554,750
Shares issued for acquisition, value \| $											$ 4,167,253
Preferred Stock
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares																20,240
Shares issued for acquisition, value \| $																$ 20
Preferred Stock \| Star Buds
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares														25,078
Warrant
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants issued															0
Warrant contractual term																	5 years
Warrant \| Minimum
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price \| $ / shares																	$ 1.20
Risk-free interest rate																	0.21%
Expected volatility rate																	157.60%
Warrant \| Maximum
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price \| $ / shares																	$ 2.50
Risk-free interest rate																	1.84%
Expected volatility rate																	194.56%
Warrant \| Accredited Investor
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants expired															900,000
Warrant \| Altmore
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant term																	5 years
Warrant to purchase shares (in shares)																	1,500,000
Warrant exercise price per share \| $ / shares																	$ 2.50
Warrant \| Star Buds
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant term																	5 years
Warrant to purchase shares (in shares)																	5,531,250
Warrant exercise price per share \| $ / shares																	$ 1.20
Warrant \| Dye Cann I
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants expired															9,100,000

Stockholders' Equity - Black-Scholes model valuation assumption (Details) - Employee Stock Option Plan	9 Months Ended
	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	4 years
Service contractual term	10 years

Stockholders' Equity - Warrant Activity (Details) - Warrant	9 Months Ended
	Sep. 30, 2022 shares
Offsetting Assets [Line Items]
Warrants outstanding, beginning balance	17,218,750
Warrants forfeited/expired	(10,000,000)
Warrants outstanding, ending balance	7,218,750

Segment Information (Details)	3 Months Ended		9 Months Ended
Segment Information (Details)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| segment			3
External revenues	$ 43,190,986		$ 119,231,932
Cost of goods and services	(17,226,451)		(57,173,192)
Gross profit	25,964,535		62,058,740
Intangible assets amortization	2,030,012	$ 2,609,987	6,307,706	$ 6,961,654
Depreciation	798,355		2,022,061
Segment profit	1,809,237	$ 968,756	8,871,518	$ 1,689,289
Segment assets	329,580,920		329,580,920
Retail
Segment Reporting Information [Line Items]
External revenues	39,759,734		104,386,464
Cost of goods and services	(13,203,032)		(42,451,069)
Gross profit	26,518,917		61,935,395
Intangible assets amortization	1,792,289		5,671,869
Depreciation	(63,525)		357,166
Segment profit	18,954,001		39,178,738
Segment assets	188,486,331		188,486,331
Wholesale
Segment Reporting Information [Line Items]
External revenues	3,335,252		14,661,268
Cost of goods and services	(3,800,703)		(14,479,309)
Gross profit	(427,666)		181,959
Intangible assets amortization	237,142		634,093
Depreciation	613,171		964,838
Segment profit	(1,212,946)		(1,541,679)
Segment assets	74,042,877		74,042,877
Other
Segment Reporting Information [Line Items]
External revenues	96,000		184,200
Cost of goods and services	(222,716)		(242,814)
Gross profit	(126,716)		(58,614)
Intangible assets amortization	581		1,744
Depreciation	248,709		700,057
Segment profit	(15,931,818)		(28,765,541)
Segment assets	$ 67,051,712		$ 67,051,712

Tax Provision (Details) - USD ($)	3 Months Ended		9 Months Ended
Tax Provision (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Tax Provision
Income (loss) before income taxes	$ 7,402,750	$ 2,281,573	$ 20,130,887	$ 3,687,194
Income tax expense	$ 5,593,513	$ 1,312,817	$ 11,259,369	$ 1,997,905
Effective tax rate	75.56%	57.54%	55.93%	54.18%

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Earnings per share (Basic and Dilutive) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net income (loss)	$ 1,809,237	$ 968,756	$ 8,871,518	$ 1,689,289
Less: Accumulated preferred stock dividends for the period	(1,784,113)		(5,294,132)
Net income (loss) attributable to common stockholders - Basic	25,124	968,756	3,577,386	1,689,289
Net income (loss) attributable to common stockholders - dilutive	$ 25,124	$ 968,756	$ 3,577,386	$ 1,689,289
Denominator:
Weighted-average shares of common stock	51,232,943	44,145,709	50,615,437	42,903,008
Basic earnings per share	$ 0.00	$ 0.02	$ 0.07	$ 0.04
Dilutive effect of warrants	2,229,011		2,229,011	4,712,670
Dilutive effect of options	1,187,124		1,187,124	9,072,962
Dilutive effect of preferred stock	83,305,454		83,305,454
Diluted weighted-average shares of common stock	137,954,532	44,145,709	137,337,027	56,688,640
Diluted earnings per share	$ 0.00	$ 0.02	$ 0.03	$ 0.03

Earnings per share (Basic and Dilutive) - Narrative (Details)	9 Months Ended
	Sep. 30, 2022 shares
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	1,187,124
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	7,218,750
Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	86,994