0001558370-23-004949 | 10-K | XBRL Viewer | Medicine MAN Technologies INC

December 31,

December 31,

Level 1 - Marketable Securities Available-for-Sale – Recurring

Level 3 - Marketable Securities Available-for-Sale – Recurring

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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 15, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
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
Title of 12(g) Security	Common Stock, $0.001 par value per share
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 50.8
Entity Common Stock, Shares Outstanding		55,212,547
Auditor Firm ID	5041
Auditor Name	BF Borgers CPA PC
Auditor Location	Lakewood, CO

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 38,949,253	$ 106,400,216
Accounts receivable, net of allowance for doubtful accounts	4,471,978	3,866,828
Inventory	22,554,182	11,121,997
Note receivable - current, net	11,944
Note receivable - related party
Marketable securities, net of unrealized loss of $39,270 and gain of $216,771, respectively	454,283	493,553
Prepaid expenses and other current assets	5,293,393	2,523,214
Total current assets	71,735,033	124,405,808
Non-current assets
Fixed assets, net accumulated depreciation of $4,899,977 and $1,988,973, respectively	27,089,026	10,253,226
Investments	2,000,000
Goodwill	94,605,301	43,316,267
Intangible assets, net accumulated amortization of $16,290,862 and $7,652,750, respectively	107,726,718	97,582,330
Note receivable - noncurrent, net		143,333
Accounts receivable - litigation		303,086
Other noncurrent assets	1,527,256	514,962
Operating lease right of use assets	18,199,399	8,511,780
Total non-current assets	251,147,700	160,624,984
Total assets	322,882,733	285,030,792
Current liabilities
Accounts payable	7,848,613	2,548,885
Accounts payable - related party	22,380	36,820
Accrued expenses	10,314,958	5,592,222
Derivative liabilities	16,508,253	34,923,013
Notes payable - related party		134,498
Lease liabilities - current	3,139,289
Current portion of long term debt	2,250,000
Income taxes payable	7,297,815	2,027,741
Total current liabilities	47,381,308	45,263,179
Long term debt, net of debt discount and issuance costs	125,521,520	97,482,468
Lease liabilities	17,314,464	8,715,480
Deferred income taxes, net	502,070
Total long-term liabilities	143,338,054	106,197,948
Total liabilities	190,719,362	151,461,127
Commitments and contingencies (Note 17)
Stockholders' equity
Preferred stock, $0.001 par value. 10,000,000 shares authorized; 86,994 shares issued as of December 31, 2022 and 86,994 shares issued as of December 31, 2021, 86,050 outstanding at December 31, 2022 and 82,594 outstanding at December 31, 2021.	87	87
Common stock, $0.001 par value. 250,000,000 shares authorized; 56,352,545 shares issued and 55,212,547 shares outstanding at December 31, 2022 and 45,484,314 shares issued and 44,745,870 shares outstanding as of December 31, 2021.	56,353	45,485
Additional paid-in capital	180,381,641	162,815,097
Accumulated deficit	(46,241,583)	(27,773,968)
Common stock held in treasury, at cost, 920,150 shares held as of December 31, 2022 and 517,044 shares held as of December 31, 2021	(2,033,127)	(1,517,036)
Total stockholders' equity	132,163,371	133,569,665
Total liabilities and stockholders' equity	$ 322,882,733	$ 285,030,792

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	12 Months Ended
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Marketable securities, unrealized gain (loss)	$ 39,270	$ 216,771
Accumulated depreciation	4,899,977	1,988,973
Accumulated amortization	$ 16,290,862	$ 7,652,750
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	86,994	86,994
Preferred stock, outstanding (in shares)	86,050	82,594
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	250,000,000	250,000,000
Common stock, issued (in shares)	56,352,545	45,484,314
Common stock, outstanding (in shares)	55,212,547	44,745,870
Common stock held in treasury (in shares)	920,150	517,044

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) AND INCOME - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating revenues
Total revenue	$ 159,379,219	$ 108,420,239
Total cost of goods and services	74,349,421	59,066,545
Gross profit	85,029,798	49,353,694
Operating expenses
Selling, general and administrative expenses	29,398,324	16,616,306
Professional services	6,722,554	5,346,934
Loss on impairment	8,011,405	0
Salaries	25,369,968	11,943,409
Stock based compensation	2,672,713	5,037,879
Total operating expenses	72,174,964	38,944,528
Income from operations	12,854,834	10,409,166
Other income (expense)
Interest expense, net	(30,139,645)	(7,014,279)
Gain on forfeiture of contingent consideration	0	0
Unrealized gain on derivative liabilities	18,414,760	15,061,142
Other loss	24,136	0
Loss on business disposition	(4,684,366)	0
Gain on sale of assets	0	242,494
Unrealized (loss) gain on investments	(39,270)	216,771
Total other (expense) income	(16,424,385)	8,506,128
Pre-tax net (loss) income	(3,569,551)	18,915,294
Provision for income taxes	14,898,064	4,396,164
Net (loss) income	(18,467,615)	14,519,130
Less: Accumulated preferred stock dividends for the period	(7,802,809)	(7,346,153)
Net income attributable to common stockholders	$ (26,270,424)	$ 7,172,977
Earnings (loss) per share attributable to common shareholders
Basic (loss) earnings per share	$ (0.49)	$ 0.17
Diluted (loss) earnings per share	$ (0.49)	$ (0.06)
Weighted average number of shares outstanding - basic	53,637,003	43,339,092
Weighted average number of shares outstanding - diluted	53,637,003	101,368,958
Comprehensive (loss) income	$ (26,270,424)	$ 7,172,977
Retail
Operating revenues
Total revenue	141,254,893	73,761,010
Wholesale
Operating revenues
Total revenue	17,819,938	34,434,091
Other
Operating revenues
Total revenue	$ 304,388	$ 225,138

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - 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)				14,519,130		14,519,130
Issuance of stock as payment for acquisitions	$ 20	$ 2,314	22,741,669			22,744,003
Issuance of stock as payment for acquisitions, shares	20,240	2,313,994
Return of common stock					$ (184,536)	(184,536)
Issuance of common stock as compensation to employees, officers and/or directors		$ 324	620,948			621,272
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		49,688,553			49,688,600
Issuance of stock in connection with sales made under private or public offerings, shares	47,310
Conversion of preferred stock to common stock						272,000
Conversion of preferred stock to common stock		$ 245	271,754			271,999
Conversion of preferred stock to common stock, shares	(272)	245,017
Return of common stock, shares					84,312
Stock based compensation expense related to common stock options			4,134,338			4,134,338
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
Net income (loss)				(18,467,615)		(18,467,615)
Issuance of stock as payment for acquisitions		$ 9,742	15,728,113			15,737,855
Issuance of stock as payment for acquisitions, shares		9,742,205
Return of common stock, shares		929,941
Return of common stock		$ 930	1,026,358			1,027,288
Return of common stock					$ (516,091)	(516,091)
Return of common stock, shares					403,106
Stock based compensation expense related to common stock options		$ 196	812,073			812,269
Stock based compensation expense related to common stock options, shares		196,085
Ending balance, value at Dec. 31, 2022	$ 87	$ 56,353	$ 180,381,641	$ (46,241,583)	$ (2,033,127)	$ 132,163,371
Ending balance, shares at Dec. 31, 2022	86,994	56,352,545			920,150

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net income (loss) for the period	$ (18,467,615)	$ 14,519,130
Adjustments to reconcile net loss to cash for operating activities
Depreciation and amortization	11,012,453	8,576,865
Non-cash interest expense	4,118,391
Impairment of goodwill	8,011,405
Non-cash lease expense	975,561
Deferred taxes	(2,712,010)
Loss on disposition of business units	4,684,369
Change in derivative liabilities	(18,414,760)	(15,061,142)
Amortization of debt issuance costs	1,686,049
Amortization of debt discount	7,484,613	458,885
Loss (gain) on investment, net	39,270	(216,771)
Loss on sale of asset		(242,494)
Stock based compensation	812,073	5,037,879
Changes in operating assets and liabilities (net of acquired amounts):
Accounts receivable	467,692	244,929
Inventory	789,399	(4,703,186)
Prepaid expenses and other current assets	(2,631,612)	(1,909,014)
Other assets	(1,009,794)	(457,083)
Operating leases right of use assets and liabilities	1,075,093	137,139
Accounts payable and other liabilities	8,165,861	493,719
Deferred Revenue		(50,000)
Income taxes payable	5,270,074	2,027,741
Net cash provided by operating activities	11,356,512	8,397,712
Cash flows from investing activities:
Collection of notes receivable		181,911
Cash consideration for acquisition of business, net of cash acquired	(62,371,226)	(75,678,000)
Purchase of fixed assets	(14,813,145)	(5,638,085)
Purchase of intangible assets		(29,580)
Investment in private entity	(2,000,000)
Net cash used in investing activities	(79,184,371)	(81,163,754)
Cash flows from financing activities:
Proceeds from issuance of debt		132,517,383
Repayment of notes payable	(134,498)	(4,865,502)
Proceeds from issuance of common stock, net of issuance costs	511,393	50,283,142
Net cash provided by financing activities	376,895	177,935,023
Net (decrease) increase in cash and cash equivalents	(67,450,964)	105,168,981
Cash and cash equivalents at beginning of period	106,400,216	1,231,235
Cash and cash equivalents at end of period	38,949,253	106,400,216
Supplemental disclosure of cash flow information:
Cash paid for interest	15,423,990	5,759,220
Cash paid for income taxes	12,340,000	2,100,000
Supplemental disclosure of non-cash investing and financing activities:
Settling of note receivable for equipment	131,389
Issuance of debt for acquisition	17,000,000
Return of common stock	555,010	184,536
Issuance of stock as payment for acquisitions	15,777,373	22,744,003
Deferred tax liability from acquisition	(3,214,080)
Issuance of preferred stock in connection with private offerings		49,688,553
Conversion of preferred stock to common stock		$ 272,000
Acquisitions:
Tangible and Intangible assets acquired, net of cash	34,402,043
Liabilities assumed	(1,837,221)
Goodwill	$ 62,368,339

Organization and Nature of Operations

12 Months Ended

Dec. 31, 2022

Organization and Nature of Operations

Organization and Nature of Operations

1.Organization and Nature of Operations

Business Description – Business Activity

We were incorporated in Nevada on March 20, 2014. On May 1, 2014, the Company entered into an exclusive Technology License Agreement with Medicine Man Denver whereby Medicine Man Denver granted us a license to use all of their proprietary processes they have developed, implemented and practiced at their cannabis facilities relating to the commercial growth, cultivation, marketing and distribution of medical marijuana 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). The Company’s operations are organized into three different segments as follows: (i) Retail, consisting of retail locations for sale of cannabis products in Colorado and New Mexico, (ii) Wholesale, consisting of manufacturing, cultivation and sale of wholesale cannabis and non-cannabis products, and (iii) Other, consisting of all other income and expenses, including those related to certain in-store marketing and promotional activities and corporate operations.

On April 20, 2020, the Company rebranded and conducts its business under the trade name, Schwazze. The corporate name of the Company continues to be Medicine Man Technologies, Inc. Effective April 21, 2020, the Company commenced trading under the OTC ticker symbol SHWZ. On March 23, 2022, the Company began trading on the NEO, a tier one Canadian Stock exchange based in Toronto, Ontario, under the ticker symbol SHWZ.

Accounting Policies and Estimates

12 Months Ended

Dec. 31, 2022

Accounting Policies and Estimates.

Accounting Policies and Estimates

2.Accounting Policies and Estimates

Basis of Presentation

These accompanying financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC for consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position. In accordance with ASC 230 Statement of Cash Flows, the Company updated its 2021 statement of cash flows presentation to reflect cash proceeds from financing and the change in the derivative from the valuation date. This change had no impact on net earnings and financial position.

Accounting for Business Combinations and Acquisitions

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.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist of cash, accounts receivable, notes receivable, investments, tenant deposits, accounts payable, accrued liabilities, notes payable, derivative liability and warrant liability. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of the Company’s debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The Company’s derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs.

The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis on December 31, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

Marketable Securities at Fair Value on a Recurring Basis

Certain assets are measured at fair value on a recurring basis. The Level 1 position consists of an investment in equity securities of Canada House Wellness Group, Inc., a publicly traded company whose securities are actively quoted on the Toronto Stock Exchange. As of December 31, 2022, the equity investment in Canada House Wellness Group, Inc. was determined to be Level 3 as the entity has halted trading due to a merger and is scheduled to resume trading once the purchase is complete. The Company used the last trading price to record the value at market as the observable and active market price has been halted.

Investments held at cost

Investments without readily determinable fair value are measured at cost, less impairment. If the Company identifies an observable price change in an orderly transaction for an investment held at cost, it will measure the investment at fair value as of the date the observable transaction occurred. The Company shall reassess at each reporting period whether such investments should continue to be measured at cost, less impairment, or another method. Any resulting gain or loss from a change in measurement will be recorded in other income and expenses on the consolidated statement of comprehensive income. Investments held at cost are reported within investments on the consolidated balance sheets. The Company has

less than a 20% investment in a private company and does not have significant influence over the underlying entity. The fair value of the investment does not have a determinable fair value. The Company has accounted for this investment under the cost method and therefore records the investment at historical cost. Any dividends received from this investment are recorded in the consolidated statements of comprehensive income. As of December 31, 2022 and 2021, the investment totaled $2,000,000 and $0, respectively.

Fair Value of Financial Instruments

The carrying amounts of cash and current assets and liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost or amortized cost and represent cash on hand, deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date. The Company had $38,949,253 and $106,400,216 classified as cash and cash equivalents as of December 31, 2022, and December 31, 2021, respectively.

Accounts Receivable

The Company extends unsecured credit to its customers in the ordinary course of business. These accounts receivable relate to the Company’s wholesale and other revenue segments. Accounts receivable are recorded when a milestone is reached at a point in time resulting in funds being due for delivered goods or services, and where payment is reasonably assured. Wholesale revenues are generally collected within 14 to 30 days after invoice is sent.

The following table depicts the composition of our accounts receivable as of December 31, 2022, and December 31, 2021:


	December 31,		December 31,
	2022		2021

Accounts receivable - trade	$	4,564,918	$	4,001,874
Accounts receivable - litigation, non-current		—		303,086
Allowance for doubtful accounts		(92,940)		(135,046)
	$	4,471,978	$	4,169,914

The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

Inventory

Inventories of purchased finished goods and packing materials are initially valued at cost and subsequently at the lower of cost and net realizable value. Cultivated inventories include direct and indirect costs of production, including costs of materials, labor and depreciation related to cultivation. Such costs are capitalized as incurred, and subsequently included within cost of goods sold within the consolidated statements of comprehensive income, at the time the products are sold. Net realizable value is determined as the estimated selling price in the ordinary course of business, less reasonable costs associated with the sale. Cost is determined using the weighted average cost basis. Products for resale and supplies and consumables are valued at lower of cost and net realizable value. In calculating final inventory values, management is required to compare the inventory cost to estimated net realizable value.

The net realizable value of inventories represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and the contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold.

Property and Equipment, net

Purchases of property and equipment are recorded at cost, net of accumulated depreciation and impairment losses, if any. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, its cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the consolidated statement of operations. Depreciation is provided over the estimated economic useful lives of each class of assets and is computed using the straight-line method. The assets’ residual values, useful lives, and methods of depreciation are reviewed at each financial statement year-end and adjusted prospectively, if appropriate.

Depreciation on property and equipment is recorded using the straight-line method over the following expected useful lives at the following annual rates:


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

Prepaid Expenses and Other Assets (Current and Non-Current)

Prepaid expenses and other assets as of December 31, 2022 and December 31, 2021 were $6,820,649 and $3,038,176, respectively. As of December 31, 2022, this balance included $3,881,627 in prepaid expenses $1,527,256 in security deposits and $1,411,766 in prepaid inventory. As of December 31, 2021, other assets included $1,587,770 in prepaid expenses, $514,962 in security deposits and $935,444 in prepaid inventory. Prepaid expenses were primarily comprised of insurance premiums, membership dues, conferences and seminars, and other general and administrative costs.

Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of licensing agreements, product licenses and registrations, and intellectual property or trade secrets. Their estimated useful lives range from 3 to 15 years.

Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated

under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal values, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess.

Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests.

Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. The Company performs impairments tests of long-lived assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the business, a significant decrease in the market value of the assets or significant negative industry or economic trends.

The Company evaluated the recoverability of its long-lived assets as of December 31, 2022, and recorded an impairment charge of approximately $89,706 related to discontinued operations for cultivation facilities in New Mexico and Colorado, and therefore presented under loss on business disposition in the accompanying consolidated statement of comprehensive (loss) income. No such impairment existed as of December 31, 2021.

Accounts Payable

Accounts payable as of December 31, 2022 and 2021, were $7,910,511 and $2,585,705, respectively, and were comprised of trade payables for various purchases and services rendered during the ordinary course of business.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities as of December 31, 2022, and December 31, 2021, were $10,314,958 and $5,592,222, respectively. As of December 31, 2022, this was comprised of accrued payroll of $1,511,245, accrued interest of $3,422,760, operating expenses of $4,746,455, and escrow payable of $634,498. As of December 31, 2021, accrued expenses and other liabilities comprised of accrued payroll of $301,312, accrued interest of $1,425,278, and operating expenses of $3,865,632.

Derivative Liabilities

The Company uses the fair-value method of accounting for derivative liabilities and such liabilities are remeasured at each reporting date with changes in fair value recorded in the period incurred. The fair value is estimated using a Monte Carlo simulation model.

Revenue Recognition and Related Allowances

The Company’s revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until the criteria are met. When consideration is received in advance of the delivery of goods or services, a contract liability is recorded. Revenue contracts are identified when accepted by customers and represent a single performance obligation to sell the Company’s products to a customer.

The Company has three main revenue streams: retail, wholesale, and other.

Retail and wholesale sales are recorded at the time that control of the products is transferred to customers. In evaluating the timing of the transfer of control of products to customers, the Company considers several indicators, including significant risks and rewards of products, its right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers.

Other revenue consists of other income and expenses, including related to, licensing and consulting services, facility design services, facility management services, the Company’s Three A Light™ publication, and corporate operations. During 2022, the Company discontinued its consulting entity and therefore has ceased operations related to consulting and the Company’s Three A Light™ publication. Revenue is recognized when the obligations to the client are fulfilled which is determined when milestones in the contract are achieved and target harvest yields are exceeded or earned upon the completion of the seminar. The Company also recognizes expense reimbursement from clients as revenue for expenses incurred during certain jobs.

At some locations, the Company offers a loyalty reward program to its retail customers. A portion of the revenue generated in a sale to a customer participating in the program is allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. As of December 31, 2022, and 2021, the loyalty liability totaled $1,590,346 and $1,485,224, respectively, and is included in accrued expenses the accompanying consolidated balance sheets.

Costs of Goods and Services Sold

Costs of goods and services sold are comprised of related expenses incurred while supporting the sales of the Company’s products and services.

General and Administrative Expenses

General and administrative expenses are comprised of all expenses not linked to the production or advertising of the Company’s services.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and totaled $2,369,223 and $971,419 as of December 31, 2022 and December 31, 2021, respectively.

Stock Based Compensation

The Company accounts for share-based payments pursuant to ASC 718, Stock Compensation and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options using the Black-Scholes option pricing model.

Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and Emerging Issues Task Force 96-18 when stock or options are awarded for previous or current service without further recourse.

Share-based expense paid through direct stock grants is expensed as occurred. Since the Common Stock is publicly traded, the value is determined based on the number of shares of Common Stock issued and the trading value of the Common Stock on the date of the transaction.

The Company recognized $2,672,713 and $5,037,879 in expense for stock-based compensation from common stock options and common stock issued to employees, officers, and directors during December 31, 2022 and December 31, 2021, respectively.

Income Taxes

ASC 740, Income Taxes requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets are regularly assessed to determine the likelihood they will be recovered from future taxable income. A valuation allowance is established when we believe it is more likely than not that the future realization of all or some of a deferred tax asset will not be achieved. In evaluating our ability to recover deferred tax assets within the jurisdiction which they arise, we consider all available positive and negative evidence. Factors reviewed include the cumulative pre-tax book income for the past three years, scheduled reversals of deferred tax liabilities, our history of earnings and reliability of our forecasts, projections of pre-tax book income over the foreseeable future, and the impact of any feasible and prudent tax planning strategies.

The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability, and the tax benefit to be recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We recognize the impact of a tax position in our financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. Tax authorities regularly examine our returns in the jurisdictions in which we do business, and we regularly assess the tax risk of our return filing positions. Due to the complexity of some of the uncertainties, the ultimate resolution may result in payments that are materially different from our current estimate of the tax liability. These differences, as well as any interest and penalties, will be reflected in the provision for income taxes in the period in which they are determined.

As the Company operates in the cannabis industry, it is subject to the limits of the Internal Revenue Code (“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.

Right of Use Assets and Lease Liabilities

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The

standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.

Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

Operating leases are included in operating lease ROU assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets.

Recently Adopted Accounting Pronouncements

12 Months Ended

Dec. 31, 2022

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

3.Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. Pronouncements that are not applicable to the Company or where it has been determined do not have a significant impact on the financial statements have been excluded herein.

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No (ASU). 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. As of January 1, 2022, the Company adopted ASU 2016-02, Leases (Topic 842), the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

On August 5, 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Notes Receivable

12 Months Ended

Dec. 31, 2022

Notes Receivable

Notes Receivable

4.Notes Receivable

On March 12, 2021, the Company sold equipment to Colorado Cannabis Company. The consideration for the sale included a zero interest note receivable, issued to the Company with payments of $11,944 on the first of each month for 24 months. As of December 31, 2022 and 2021 the outstanding balance, including penalties for late payments, on the notes receivable from Colorado Cannabis Company totaled $11,944 and $143,333, respectively.

Inventory

12 Months Ended

Dec. 31, 2022

Inventory

Inventory

5.Inventory

The Company’s inventory consists of the following at December 31:


		2022		2021
Raw Materials	$	2,325,482	$	12,676
Work in Process		14,504,490		5,535,992
Finished Goods		5,724,210		5,573,329
Total Inventories	$	22,554,182	$	11,121,997

As of December 31, 2022 and 2021, the company did not recognize any adjustment to net realizable value within its inventory.

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property and Equipment.

Property and Equipment

6.Property and Equipment

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


	December 31,		December 31,
	2022		2021
Land	$	3,716,438	$	35,000
Building		4,830,976		2,910,976
Leasehold improvements		4,100,165		853,599
Furniture and fixtures		655,698		300,798
Vehicles, machinery, and tools		3,796,695		2,152,129
Software, servers and equipment		4,132,621		2,550,154
Construction in process		10,756,410		3,439,543
Total Asset Cost	$	31,989,003	$	12,242,199
Less: Accumulated depreciation		(4,899,977)		(1,988,973)
Total property and equipment, net of depreciation	$	27,089,026	$	10,253,226

Construction in process represents construction in progress related to both cultivation and dispensary facilities not yet completed or otherwise not ready for use.

Depreciation expense for the years ended December 31, 2022 and 2021 was $2,911,004 and $1,124,571, respectively.

Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combinations

Business Combinations

7.Business Combinations

On February 4, 2021, the Company acquired the assets of (i) Colorado Health Consultants LLC and (ii) Mountain View 44^th LLC under separate asset purchase agreements. On March 2, 2021, the Company acquired the assets of (i) Starbuds Aurora LLC, (ii) SB Arapahoe LLC, (iii) Citi-Med LLC, (iv) Starbuds Louisville LLC and (v) KEW LLC under separate asset purchase agreements. The Company closed the acquisition of thirteen Star Buds dispensaries and one cultivation facility in tranches, and the complete consummation of the acquisition was finalized on March 2, 2021. The aggregate purchase price was $118,000,000. The Company accounted for the transaction utilizing purchase price accounting stating that the book value approximates the fair market value of the assets acquired. The purchase price accounting resulted in the Company valuing the investment as $27,054,025 of goodwill.

On July 21, 2021, the Company acquired the assets of Southern Colorado Growers under the applicable asset purchase agreement. The Company utilized purchase price accounting stating that net book value approximates fair market value of the assets acquired. The purchase price accounting resulted in $1,810,323 of goodwill.

On December 3, 2021, the Company and all the Subsidiary Guarantors entered into the Note Purchase Agreement with 31 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, Chicago Admin, LLC, as collateral agent (the “Indenture Collateral Agent”), Ankura Trust Company, LLC, as Indenture Trustee, and the Indenture. The Company received net proceeds of approximately $92 million at the closing, after deducting a commission to the placement agent and estimated offering expenses. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted. 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.

On December 21, 2021, the Company acquired the assets of Smoking Gun 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 $640,001 of goodwill.

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 the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, 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) $32.2 million in cash, which included a $4.5 million cash earnout based on EBITDA of the acquired businesses for the calendar year 2021, 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 Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $34,981,571 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 $16,810,479 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 $2,849,868 of goodwill and intangibles, however valuation has not been finalized.

On December 15, 2022, the Company acquired substantially all of the operating assets of two retail dispensaries of Lightshade pursuant to the terms of two separate Asset Purchase Agreements, dated September 9, 2022, by and among the Company, Double Brow, Lightshade, Thomas Alsburg, Steve Brooks, and John Fritzel, as amended. The Company acquired two retail dispensaries and the assets related thereto located in Denver, Colorado and Aurora, 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 $2,589,866 of goodwill and intangibles, however valuation has not been finalized.

Also on December 15, 2022, the Company acquired certain of the operating assets of a retail dispensary of Pikes Peak Industries LLC d/b/a Bud EZ (“Bud EZ”) pursuant to the terms of a License Purchase Agreement, dated August 31, 2022, by and among the Company, Double Brow, Bud EZ, and John Jackson. Bud EZ operates a medical retail dispensary in Colorado Springs, Colorado. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The Company has not yet finalized the purchase price accounting and therefore no goodwill has been recognized as of December 31, 2022.

Acquisition related expenses incurred during the year ended years ended December 31, 2022 and 2021, totaled $6,822,000 and $2,779,000, respectively, and were recorded within selling, general and administrative expenses.

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	$	12,044,553
Seller notes		17,000,000		—		—
Common stock		—		11,600,000		4,137,855
Total purchase price	$	49,202,123	$	29,868,825	$	16,182,408


Description	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Assets acquired:
Cash	$	2,860,706	$	650,469	$	23,100
Accounts receivable		—		196,879		—
Other assets		—		156,000		605,112
Inventory		9,584,428		1,655,000		982,156
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		34,981,571		16,810,479		10,576,289
Total Assets acquired	$	49,566,207	$	34,555,827	$	16,182,623
Liabilities and Equity assumed:
Accounts payable	$	295,043	$	458,622	$	—
Accrued liabilities		69,041		1,014,300		215
Deferred Tax Liability		—		3,214,080		—
Total Liabilities assumed		364,084		4,687,002		215
Estimated fair value of net assets acquired	$	49,202,123	$	29,868,825	$	16,182,408

Goodwill Accounting

12 Months Ended

Dec. 31, 2022

Goodwill Accounting

Goodwill Accounting

8.Goodwill Accounting

As of December 31, 2022 the balance of goodwill, by segment, consisted of the following:


	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		25,594,768		1,792,000		34,981,571		62,368,339
Measurement-period adjustment to prior year acquisition		640,001		—		—		640,001
Goodwill Impairment during 2022		—		(8,716,080)		(3,003,226)		(11,719,306)
Balance as of December 31, 2022	$	52,583,794		7,039,936	$	34,981,571	$	94,605,301

The Company performed its annual fair value assessment as of December 31, 2022 on its subsidiaries with material goodwill on their respective balance sheets and recognized a goodwill impairment charge of $ 11,719,306, of which $3,708,226 is presented under loss from business disposition in the accompanying consolidated statements of comprehensive income as it was related to ceased operations during 2022. No such impairment existed as of December 31, 2021. Impairment is recorded when the carrying values of the reporting units exceed the estimated fair value

of such amounts. As of December 31, 2022, the acquisition valuations resulting in goodwill that may have fallen under the Retail segment had not been finalized and therefore were allocated to Other until final valuation is completed.

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.

As of December 31, 2021 the balances of goodwill, by segment, consisted of the following:


	Retail			Wholesale		Other		Total

Balance as of January 1, 2021	$	38,594,810	$	11,448,693	$	3,003,226	$	53,046,729
Goodwill acquired during 2021		15,166,316		2,515,323		—		17,681,639
Measurement-period adjustment to prior year acquisition		(27,412,101)		—		—		(27,412,101)
Goodwill Impairment during 2021		—		—		—		—
Balance as of December 31, 2021	$	26,349,025	$	13,964,016	$	3,003,226	$	43,316,267

Intangible Assets

12 Months Ended

Dec. 31, 2022

Intangible Assets

Intangible Assets

9.Intangible Assets

Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively.

As of December 31, 2022 and 2021 were comprised of the following:


	December 31, 2022				December 31, 2021
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License Agreements	$	111,491,280	$	(12,154,237)	$	94,230,280	$	(5,496,902)
Tradename		6,021,500		(1,862,242)		4,560,000		(845,667)
Customer Relationships		5,150,000		(1,474,405)		5,150,000		(933,690)
Non-compete		1,265,000		(765,556)		1,205,000		(348,056)
Product License and Registration		57,300		(21,783)		57,300		(17,963)
Trade Secret		32,500		(12,639)		32,500		(10,472)
Total	$	124,017,580	$	(16,290,862)	$	105,235,080	$	(7,652,750)

Amortization expense for years ended December 31, 2022 and 2021 was $8,638,112 and $7,452,294, respectively.

The Company performed its annual impairment assessment and recognized an impairment on intangible assets of $875,400 for the year ended December 31, 2022, associated with intangibles for a reporting unit that has ceased operations and is presented under loss on business disposition in the accompanying consolidated statements of comprehensive income. No such impairment charges were recorded for the year ended December 31, 2021.

The following table presents the Company’s future projected annual amortization expense as of December 31, 2022:


2023	$	9,842,054
2024		9,520,667
2025		9,412,888
2026		8,638,056
2027		8,330,329
Thereafter		61,982,724
Total	$	107,726,718

Derivative Liabilities

12 Months Ended

Dec. 31, 2022

Derivative Liabilities

Derivative Liabilities

10.Derivative Liabilities

Employee Common Stock

During the year ended December 31, 2019, the Company entered into employment agreements with certain key officers that contained contingent consideration provisions based upon the achievement of certain market condition milestones. The Company determined that each of these vesting conditions represented derivative instruments.

On January 8, 2019, the Company granted the right to receive 500,000 shares of restricted Common Stock to an officer, which was set to vest when the Company’s stock price appreciated to $8.00 per share with defined minimum average daily trading volume thresholds. This right expired on January 8, 2022.

On April 23, 2019, the Company granted the right to receive 1,000,000 shares of restricted Common Stock to an officer, which was set to vest when the Company’s stock price appreciated to $8.00 per share with defined minimum average daily trading volume thresholds. On February 25, 2020, the officer resigned from his remaining positions with the Company and forfeited his right to the contingent consideration. As a result, the Company recorded a gain of $1,462,636 as a component of other income (expense), net on its financial statements for the fiscal year ended December 31, 2020.

On June 11, 2019, the Company granted the right to receive 1,000,000 shares of restricted Common Stock to an officer, which was set to vest when the Company’s stock price appreciated to $8.00 per share with defined minimum average daily trading volume thresholds. This right expired January 8, 2022.

The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities. The Company estimated the fair value of these derivatives at the respective balance sheet dates using the Black-Scholes option pricing model based upon the following inputs: (i) stock price on the date of grant ranging between $1.32 - $3.75, (ii) the contractual term of the derivative instrument ranging between 2.25 - 3 years, (iii) a risk-free interest rate of 4.28% and (iv) an expected volatility of the price of the underlying Common Stock 145%.

The fair value of these derivative liabilities was $0 as of December 31, 2022 and December 31, 2021, respectively as the these rights expired on January 8, 2022.

Investor Note

The Company issued Investor Notes in an aggregate principal amount of $95,000,000 on December 7, 2021. A reconciliation of the beginning and ending balances of the derivative liabilities for the periods ended December 31, 2022 were as follows:


Balance as of January 1, 2022	$	34,923,013

Gain on derivative liability		(18,414,760)

Balance as of December 31, 2022	$	16,508,253

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

in 2021, 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 fair value of these derivative liabilities is $16,508,253 and $34,923,013 as of December 31, 2022 and December 31, 2021, respectively.

The change in the fair value of derivative liabilities is $18,414,760 and $14,013,661 for the year ended December 31, 2022 and December 31, 2021, respectively. The Company recorded $7,484,613 and $458,885 in amortization related to the debt discount for the year ended December 31, 2022 and 2021, respectively.

Debt

12 Months Ended

Dec. 31, 2022

Debt

Debt

11.Debt

Term Loan — On February 26, 2021, the Company entered into a Loan Agreement with SHWZ Altmore, LLC, 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 December 31, 2022, the Company was in compliance with the requirements described above.

Seller Notes — As part of the acquisition of the Star Buds assets, 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 1^st 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.

Investor Notes – On December 3, 2021, the Company and the Subsidiary Guarantors entered into a Securities Purchase Agreement with 31 accredited investors pursuant to which the Company agreed to issue and sell to the investors 13% senior secured convertible notes due December 7, 2026 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 the private placement. On December 7, 2021, the Company consummated the private placement and issued and sold the Investor Notes. 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 were issued pursuant to an Indenture, dated December 7, 2021, among the Company, the Subsidiary Guarantors, Ankura Trust Company, LLC, as trustee, and Chicago Atlantic Admin, LLC, as collateral agent for the Investor Note holders. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted. 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.

Nuevo Note Payable - As part of the acquisition under the Nuevo Purchase Agreement, the company entered into a deferred payment arrangement with the sellers requiring the Company to make payments on 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.

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


	December 31,		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.		99,118,391		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		(6,603,695)		(8,289,743)
Less: unamortized debt discount		(40,993,176)		(48,477,789)

Total long term debt		127,771,520		97,482,468
Less: current portion of long term debt		(2,250,000)		—

Long term debt and unamortized debt issuance costs	$	125,521,520	$	97,482,468


			Unamortized
	Principal		Debt Issuance		Unamortized		Total Long
	Payments		Costs		Debt Discount		Term Debt
2023		2,250,000		1,686,049		8,523,493		(7,959,542)
2024		3,000,000		1,686,049		9,734,935		(8,420,984)
2025		40,651,759		1,686,049		11,057,799		27,907,911
2026		129,466,632		1,545,548		11,676,949		116,244,135
2027		—		—		—		—

Total	$	175,368,391	$	6,603,695	$	40,993,176	$	127,771,520

- 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

12 Months Ended

Dec. 31, 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 an 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 years. 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	December 31, 2022
Asset
Operating lease right of use assets	Noncurrent assets	$	18,199,399
Liabilities
Lease liabilities	Current Liabilities	$	3,139,289
Lease liabilities	Noncurrent liabilities		17,314,464

Maturities of Lease Liabilities

Maturities of lease liabilities as of December 31, 2022 are as follows:


2022 fiscal year	$	33,595,944
Less: Interest		13,298,212
Present value of lease liabilities	$	20,297,732

The following table presents the Company’s future minimum lease obligation under ASC 842 as of December 31, 2022:


2023 fiscal year	$	5,873,512
2024 fiscal year		5,032,891
2025 fiscal year		4,692,760
2026 fiscal year		4,204,171
2027 fiscal year		2,923,785
Thereafter		10,868,825
Total	$	33,595,944

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Stockholders' Equity

13.Stockholders’ Equity

The Company is authorized to issue two classes of stock, Common Stock and Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (“Preferred 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 and 944 in escrow as of December 31, 2022 and 86,994 shares of Preferred Stock issued and 4,428 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. Accumulated and declared preferred dividends were $7,802,809 and $7,346,153 as of December 31, 2022 and December 31, 2021, respectively.

Common Stock

The Company is authorized to issue 250,000,000 shares of Common Stock at a par value of $0.001. The Company had 56,352,545 shares of Common Stock issued, and 55,212,547 shares of Common Stock outstanding, 920,150 of treasury stock and 219,848 shares of Common Stock in escrow as of December 31, 2022and 45,484,314 shares of Common Stock issued, 44,745,870 shares of Common Stock outstanding, 517,044 of treasury stock and 221,400 shares of Common Stock in escrow as of December 31, 2021.

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 $621,272 to employees, officers, and directors as compensation.

For the year ended December 31, 2022, the Company issued 717,546 shares of Common Stock valued at $1,027,288 to employees, officers, and directors as compensation.

Common and Preferred Stock Issued as Payment for Acquisitions

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, for acquisition of the Star Buds assets. 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, for the acquisition of Star Buds assets.

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. In December 2022, the Company released 205,384 shares of escrow valued at $499,083 and cancelled 16,016 shares valued at $38,919 for satisfaction of indemnity claims pursuant to the asset purchase agreement with Southern Colorado Growers.

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

During 2022, the Company issued 1,146,099 shares of Common Stock valued at $1,948,620 for the acquisition of Drift.

Between February and May 2022, the Company issued 7,145,724 shares of Common Stock valued at $11,592,854 for the acquisition of MCG.

On May 31, 2022, the Company issued 1,670,230 shares of Common Stock valued at $1,900,000 for the acquisition of Urban Dispensary, of which 219,848 shares valued at $288,000 were held back as collateral for satisfaction of potential indemnity claims pursuant to the underlying purchase agreement.

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.

During the year ended December 31, 2020, the Company issued 187,500 Common Stock purchase warrants to an accredited investor with an exercise price of $3.50 per share with an expiration date of three 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 $3.50 , (ii) the contractual term of the warrant of three years , (iii) a risk-free interest rate ranging between 0.21% - 0.38% and (iv) an expected volatility of the price of the underlying Common Stock ranging between 173.07% - 187.52%.

For the year ended December 31, 2021, the Company issued warrants to purchase an aggregate of 5,531,249 shares of Common Stock as purchase consideration for the acquisition of certain Star Buds assets. These warrants have an exercise price of $1.20 per share and expiration dates five years from the date of issuance. In addition, the Company issued a warrant to purchase an aggregate of 1,500,000 shares of Common Stock to SHWZ Altmore, LLC in connection with entering into the 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 or $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%.

The following table reflects the change in Common Stock purchase warrants:


	Equity Classified Warrants		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance as of December 31, 2021	17,218,750	$	2.96	1.65
Warrants exercised	—		—	—
Warrants forfeited/expired	(10,000,000)		—	—
Warrants issued	—		—	—
Balance as of December 31, 2022	7,218,750	$	1.76	2.99

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 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.

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+ Details

Earnings per share (Basic and Dilutive)

12 Months Ended

Dec. 31, 2022

Earnings per share (Basic and Dilutive)

Earnings per share (Basic and Dilutive)

14.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 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 years ended December 31, 2022 and 2021.


	For the Year Ended
	December 31,
	2022		2021
Numerator:
Net income (loss)	$	(18,467,615)	$	14,519,130
Less: Accumulated preferred stock dividends for the period		(7,802,809)		(7,346,153)
Net income (loss) attributable to common stockholders	$	(26,270,424)	$	7,172,977

Denominator:
Weighted-average shares of common stock		53,637,003		43,339,092

Basic earnings per share	$	(0.49)	$	0.17

Numerator:
Net income (loss) attributable to common stockholders – Basic		(26,270,424)		7,172,977
Add: Investor note accrued interest		—		789,028
Add: Investor note amortized debt discount		—		458,885
Less: Gain on derivative liability related to investor note		—		(14,013,661)
Net income (loss) attributable to common stockholders – dilutive	$	(26,270,424)	$	(5,592,771)

Denominator:
Weighted-average shares of common stock		53,637,003		43,339,092
Dilutive effect of investor notes		—		51,748,797
Dilutive effect of warrants		—		2,581,250
Dilutive effect of options		—		3,699,819
Diluted weighted-average shares of common stock		53,637,003		101,368,958

Diluted earnings per share	$	(0.49)	$	(0.06)

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 net loss in 2022, 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.

Tax Provision

12 Months Ended

Dec. 31, 2022

Tax Provision

Tax Provision

15.Tax Provision

As the Company operates in the cannabis industry, it 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. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss.

The following table sets forth the components of income tax (benefit) expense for the years ended December 31, 2022 and 2021:


	December 31,		December 31,
	2022		2021
Current:
Federal	$	17,127,037	$	4,284,163
State		483,037		112,001
Total current tax expense (benefit)	$	17,610,074	$	4,396,164


	December 31,		December 31,
	2022		2021
Deferred:
Federal	$	(611,750)	$	—
State		(2,100,260)		—
Total deferred tax expense	$	(2,712,010)	$	—

The following table sets forth a reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit) for the years ended December 31, 2022 and 2021:


		December 31,		December 31,
		2022		2021
Income (loss) before income taxes	$	(3,569,552)	$	5,360,518
Statutory tax rate		21%		21%
Expense (benefit) based on statutory rates		(749,606)		1,125,709

State income taxes		(949,986)		293,358
Expenses disallowed under IRC Section 280E		16,308,522		5,610,279
Stock-based compensation		177,912		578,692
Remeasurement on derivative liability		(3,867,100)		-
Other permanent differences		244,130		28,918
Change in valuation allowance		(2,062,697)		(5,170,426)
Change in state rate		(176,568)		(181,521)
Return to provision		4,890,722		416,125
Deferred tax true-up		1,082,735		1,695,030
Total income tax expense	$	14,898,064	$	4,396,164

The following tables set forth the components of deferred income taxes as of December 31, 2022 and 2021:


	December 31,		December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	—	$	64,858
Interest expense carryforwards		1,129,939		84,325
Goodwill and intangible assets		2,359,197		—
Lease liabilities		1,705,867		861,683
Share based compensation accruals		598,861		2,518,158
Loyalty points		412,218		363,171
Fixed assets		367,776		—
Capitalized transaction costs		217,320		662,861
Bad debt allowance		36,742		94,620
Accrued expenses		8,537		9,099
Gross deferred tax assets		6,836,457		4,658,775

Valuation allowance		—		(2,062,697)

Net deferred tax assets		6,836,457		2,596,078

Deferred tax liabilities:
Fixed assets		—		63,301
Goodwill and intangible assets		5,594,714		1,568,542
Operating leases		1,595,394		850,793
Unrealized gains		117,750		55,576
Cash-to-accrual		30,669		57,866
Net deferred tax liabilities		7,338,527		2,596,078


Total net deferred tax assets	$	(502,070)	$	—

Federal and State tax laws impose significant restrictions on the utilization of tax attribute carryforwards in the event of a change in ownership of the Company, as defined by IRC Section 382. The Company does not expect any Section 382 annual limitations to significantly impact future utilization of its gross state interest expense carryforwards.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2022, the Company released its valuation allowance, resulting in an income tax benefit of $2,062,697. As of December 31, 2022, the Company believes it is more likely than not that its deferred tax assets will be realized as the Company has additional sources of income, primarily related to acquired deferred tax liabilities with known reversal periods, that will result in future taxable income in excess of its deferred tax assets. As a result, the Company has no valuation allowance recorded against its deferred tax assets as of December 31, 2022.

As of December 31, 2022 and 2021, the Company had no unrecognized tax benefits. The Company does not anticipate any significant unrecognized tax benefits to arise within the next twelve months. The Company did not recognize any significant interest expense or penalties on income tax assessments during 2022 or 2021 and there was no interest or penalties related to income tax assessments accrued as of December 31, 2022 or 2021.

The Company files income tax returns in the United States, Colorado, and New Mexico. The federal, Colorado, and New Mexico statutes of limitations all remain open for the 2019 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

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions.

Related Party Transactions

16.Related Party Transactions

Transactions Involving Former Directors, Executive Officers or Their Affiliated Entities

The Company’s former Chief Executive Officer, Andy Williams, maintains an ownership interest in MedPharm Holdings LLC (“MedPharm”). Effective February 25, 2020 he was no longer an officer of the Company and therefore no longer a related party. During the year ended December 31, 2019, the Company made loans to 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, and (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 June 30, 2021. This amount was paid off on April 19, 2021.

During the year ended December 31, 2020, the Company recorded sales to Baseball 18, LLC (“Baseball”) totaling $14,605, to Farm Boy, LLC (“Farm Boy”) totaling $16,125, to Emerald Fields LLC (“Emerald Fields”) totaling $16,605, and to Los Sueños Farms (“Los Sueños”) totaling $52,244. As of December 31, 2020 the Company had net accounts payable balances with Baseball of $31,250, and with Farm Boy of $93,944. One of the Company’s former Chief Operating Officers and directors, Robert DeGabrielle, owns the Colorado retail marijuana cultivation licenses for Farm Boy, Baseball, Emerald Fields, and Los Sueños. Effective June 19, 2020 he was no longer an officer of the Company and therefore no longer a related party. As such, he is not included as a related party with respect to sales and accounts receivable from Baseball, Farm Boy, Emerald Fields, or Los Sueños during the period ended December 31, 2022 and December 31, 2021.

Transactions with Justin Dye and Entities Affiliated with Mr. Dye

The Company has participated in several transaction involving Dye Capital, Dye Capital Cann Holdings, LLC (“Dye Cann I”) and 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 Company and Dye Cann I entered into a first amendment to the Dye Cann I SPA on July 15, 2019, a second amendment to the Dye Cann I SPA on May 20, 2020, and a Consent, Waiver and Amendment on December 16, 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 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, a second amendment to the Dye Cann II SPA on February 3, 2021, and a third amendment to the Dye Cann II SPA on March 30, 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, 3,800 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. 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 Preferred Stock upon conversion.

For the year ended December 31, 2021, the Company recorded expenses of $214,908 owed to Tella Digital. As of December 31, 2022, the Company recorded expenses of $382,622 owed to Tella. Tella Digital provides on-premise digital experience solutions for our retail dispensary locations. Mr. Dye is an indirect part owner and serves as Chairman of Tella Digital.

Transactions with Entities Affiliated with Nirup Krishnamurthy

For the year ended December 31, 2021, the Company recorded expenses of $214,908 owed to Tella Digital. As of December 31, 2022, the Company recorded expenses of $382,622 owed to Tella. Tella Digital provides on-premise digital experience solutions for our retail dispensary locations. Mr. Krishnamurthy, the Company’s President and one of its directors, is an indirect partial owner of Tella Digital.

Transactions with Jeffrey Cozad and Entities Affiliated with Mr. 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 during 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.

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 were valued at $70,001 and $35,001 for May and June 2022, respectively.

Transactions with Marc Rubin and Entities Affiliated with Mr. 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 in 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 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 were 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 were 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 were 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 were 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 were 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 were valued at $100,000 for September 2022.

Transactions with Star Buds Parties

The Company has participated in several transactions involving entities owned or affiliated with one or more of its directors or 5% or greater beneficial owners that are affiliated with Star Buds and/or the Star Buds Acquisitions. These individuals include: (i) Brian Ruden, a former director of the Company as of October 2022 and a beneficial owner of 10% or more of the Company’s voting stock, (ii) Salim Wahdan, a director of the Company as of December 31, 2022, and (iii) Naser Joudeh and Shadhaa Ramadan, jointly as the beneficial owner of 10% or more of the Company’s voting stock (the “Joudeh Owners” and together with Brian Ruden and Salim Wahdan, the “Star Buds Affiliates”). Each of Brian Ruden, Salim Wahdan, and the Joudeh Owners had an ownership stake in the Star Buds companies acquired by the Company between December 2021 and May 2022.

Between December 17, 2020 and March 2, 2021, the Company’s wholly-owned subsidiary SBUD, LLC acquired the Star Buds assets. The aggregate purchase price for the Star Buds assets 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 as “seller note(s),” (iii) 29,506 shares of Preferred Stock, of which 25,078 shares were issued at the applicable closings and 4,428 shares were held back by the Company as collateral for potential indemnification obligations pursuant to the applicable purchase agreements. In addition, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock to the sellers. Each party’s interest in the seller notes is as follows: (i) Brian Ruden: 31%, (ii) Salim Wahdan: 3.5%, and (iii) the Joudeh Owners: 28%. The Company issued warrants to purchase an aggregate of (i) 1,715,936 shares of Common

Stock to Mr. Ruden, (ii) 193,929 shares of Common Stock to Mr. Wahdan, and (iii) 1,522,457 shares of Common Stock to the Joudeh Owners.

As of December 31, 2021, the Company (i) owed an aggregate principal amount of $44,250,000 under the seller notes, (ii) paid an aggregate of $4,780,887 in interest on the seller notes, and (iii) held 4,428 shares of Preferred Stock in escrow as collateral for potential indemnification obligations pursuant to the applicable purchase agreements.

As of December 31, 2022, the Company (i) owed an aggregate principal amount of $44,250,000 under the seller notes, (ii) paid an aggregate of $5,310,000 in interest on the seller notes, and (iii) held 944 shares of Preferred Stock in escrow as collateral for potential indemnification obligations pursuant to the applicable purchase agreements.

In connection with acquiring the Star Buds assets, the Company also assumed and acquired a number of leases for which one of more of the Star Buds Affiliates serve as landlord or maintain an ownership interest in the landlord entity. The Company has entered into a lease with each of 428 S. McCulloch LLC, Colorado Real Estate Holdings LLC, 5844 Ventures LLC, 5238 W 44^th LLC, 4690 Brighton Blvd 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 location, 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 4690 Brighton Blvd LLC is for the Company’s Brighton store in north Denver 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. The Brighton Blvd LLC lease provides for a monthly rent payment of $7,250 with an aggregate of $261,000 during the initial term of the lease. For the year ended December 31, 2021, SBUD LLC made aggregate rental payments of $449,297 to such landlords. For the year ended December 31, 2022, SBUD LLC made aggregate rental payments of $571,752 to such landlords. 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 acquisitions of all of the Star Buds assets. SBUD LLC has no payment obligation under this agreement. Mr. Ruden and Mr. Joudeh are a part-owners of Star Brands LLC.

In connection with the Star Buds Acquisitions, the Company granted Mr. Ruden and Naser Joudeh the right to designate two or three individuals for election or appointment to the Board, depending on the size of the Board at a given time.

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

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 were valued at $42,887 for June 2022.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

17.Commitments and Contingencies

Definitive Agreement to Acquire the Colorado-Based Brow 2, LLC

On August 20, 2021, the Company entered into the Brow Purchase Agreement, and the Company acquired substantially all of the operating assets of Brow 2 LLC on February 15, 2022. The aggregate consideration was $6.7 million, of which Double Brow paid $6.2 million at closing and held back $500,000 as collateral for potential claims for indemnification under the Brow Purchase Agreement.

Definitive Agreement to Acquire the Colorado-Based MCG, LLC

On November 15, 2021, the Company entered into the MCG Merger Agreement, and the Company acquired MCG on February 9, 2022. The aggregate closing consideration for the merger was $29 million, consisting of: (i) $16,008,000 in cash; (ii) 6,547,239 shares of Common Stock issued to the members of MCG at a price of $1.63 per share; and (iii) an aggregate of $2,320,000 was held back as collateral for potential claims for indemnification under the MCG Merger Agreement as follows: (y) $1,392,000 in cash and (z) 569,325 shares of Common Stock. The escrowed portion of the purchase price will be released 50% on February 9, 2023 (with such amount being paid from the escrowed cash first) and 50% on August 9, 2023. MCG operates two retail marijuana dispensaries located in Manitou Springs, Colorado and Glendale, Colorado.

Definitive Agreement to Acquire the New Mexico-Based Reynold Greenleaf & Associates, LLC

On November 29, 2021, the Company entered into the Nuevo Purchase Agreement, and the Company acquired the R. Greenleaf business on February 8, 2022. The aggregate closing consideration for the acquisitions was approximately (i) $32.2 million in cash, which included a $4.5 million cash earnout based on EBITDA of the acquired businesses for the calendar year 2021, 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%.

Definitive Agreement to Acquire Colorado-Based Urban Health & Wellness, Inc.

On March 11, 2022, the Company entered into the Urban Dispensary Purchase Agreement, and the Company acquired substantially all of the operating assets and personal goodwill of Urban Dispensary on May 31, 2022. The aggregate consideration was approximately (i) $1.3 million in cash and (ii) $1.9 million in the form of Common Stock, of which $288,000 of the stock consideration was held back by the Company as collateral for potential claims for indemnification under the Urban Dispensary Purchase Agreement.

Definitive Agreement to Acquire Colorado-Based Lightshade Labs, LLC

On September 9, 2022, the Company entered into the Lightshade Purchase Agreements, and the Company acquired the operating assets related to the two Lightshade dispensaries pursuant to the Lightshade Purchase Agreements on December 15, 2022. The aggregate consideration paid was approximately $2.75 million, of which $300,000 has been deposited into escrow as collateral for potential claims for indemnification under the Lightshade Purchase Agreements.

Segment Information

12 Months Ended

Dec. 31, 2022

Segment Information

Segment Information

18.Segment Information

The Company has three identifiable segments: (i) retail, (ii) wholesale and (iii) other. The retail segments represent our dispensaries which sell merchandise directly to customers via retail locations and e-commerce portals in Colorado and New Mexico. 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. As of December 31, 2022, the Company ceased operations related to its consulting services.

The following information represents segment activity for the periods ended December 31, 2022:


	Retail		Wholesale		Other		Total
External revenues	$	141,254,893	$	17,819,938	$	304,388	$	159,379,219
Depreciation and intangible assets amortization		8,402,857		2,190,072		956,187		11,549,116
Segment pre tax profit		54,266,802		(12,664,774)		(45,171,579)		(3,569,551)
Segment assets		193,068,447		70,400,502		59,413,784		322,882,733

Goodwill assigned to the Retail, Wholesale and Other segments as of December 31, 2022 totaled $52,583,794, $7,039,936, $34,981,571, respectively. As of December 31, 2022, the acquisition valuations resulting in goodwill that may have fallen under the Retail segment had not been finalized and therefore were allocated to Other until final valuation is completed.

The following information represents segment activity for the periods ended December 31, 2021:


	Retail		Wholesale		Other		Total
External Revenues	$	73,761,010	$	34,434,091	$	225,138	$	108,420,239
Cost of goods and services		(34,969,178)		(23,817,145)		(280,222)		(59,066,545)
Gross profit		38,754,476		10,654,302		(55,084)		49,353,694
Intangible assets amortization		6,876,325		575,384		585		7,452,294
Depreciation		163,217		323,862		637,492		1,124,571
Segment profit		22,568,259		8,906,535		(16,955,664)		14,519,130
Segment assets		129,715,949		48,218,292		107,096,552		285,030,793

Goodwill assigned to the Retail, Wholesale and Other segments as of December 31, 2021 totaled $26,349,025, $13,964,016, $3,003,226, respectively.

Segment assets from Other are mainly related to cash from the Investor Notes.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent events

12 Months Ended

Dec. 31, 2022

Subsequent events

Subsequent events

19.Subsequent events

In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to December 31, 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, except as follows:

On January 25, 2023, the Company entered into an Asset Purchase Agreement (the “Smokey’s Purchase Agreement”) with Smoke Holdco, LLC, a wholly-owned subsidiary of the Company (the “Smokey’s Purchaser”), Cannabis Care Wellness Centers, LLC d/b/a Smokey’s (“Cannabis Care”), Green Medicals Wellness Center #5, LLC d/b/a Smokey’s (“Green Medicals” and together with Cannabis Care, “Smokey’s”), Thomas Jerome Wilczynski, as Representative, and the owners of Smokey’s, Jeremy Ryan Lewchuk, T&B Holdings LLC, and Thomas Jerome Wilczynski, pursuant to which the Smokey’s Purchaser will purchase two retail and medical marijuana stores located in Fort Collins, Colorado and Garden City, Colorado, on the terms and subject to the conditions set forth in the Smokey’s Purchase Agreement (collectively, the “Smokey’s Acquisition”).

The aggregate consideration for the Smokey’s Acquisition will be up to $7.5 million, payable in cash and shares of common stock. At the closing, the Company will pay the purchase price (i) in cash in the amount of $3.75 million and (ii) in shares of the Company’s common stock in the amount of $3,150,000 divided by the price per share of the Company’s common stock as of market close on the first trading day immediately before the closing. At the closing, the Company will use a portion of the purchase price to pay off certain indebtedness and transaction expenses of Smokey’s and then pay the balance to Smokey’s. The Company will hold back from issuance additional shares of the Company’s common stock in

the amount of $600,000 divided by the price per share of the Company’s common stock as of market close on the first trading day immediately before the closing and $150,000 of the cash portion of the purchase price as collateral for potential claims for indemnification from Smokey’s under the Smokey’s Purchase Agreement. Any portion of the holdback consideration not used to satisfy indemnification claims will be issued or released (as applicable) to the owners of Smokey’s on the 18-month anniversary of the closing date of the Smokey’s Acquisition in accordance with the Smokey’s Purchase Agreement. The cash holdback is also subject to post-closing reduction if any of the actual marijuana inventory or cash at closing is less than certain targets stated in the Smokey’s Purchase Agreement.

The Smokey’s Purchase Agreement contains customary representations and warranties, covenants and indemnification provisions for a transaction of this nature, including, without limitation, covenants regarding the operation of Smokey’s’ business before the closing of the Smokey’s Acquisition, and confidentiality, non-compete and non-solicitation undertakings by Smokey’s and the owners of Smokey’s. The Smokey’s Purchase Agreement also contains certain termination rights for each of the Smokey’s Purchaser (on its own behalf and on behalf of the Company) and Smokey’s (on its own behalf and on behalf of the owners), subject to the conditions set forth in the Smokey’s Purchase Agreement, including, without limitation, if the closing has not occurred within 120 days of submission of the state regulatory application required pursuant to the Smokey’s Purchase Agreement.

The closing of the Smokey’s Acquisition 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.

The issuances of the shares of the Company’s common stock at the closing of the Smokey’s Acquisition and the holdback release date will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The Company will issue such shares in a privately negotiated transaction. The owners of Smokey’s are sophisticated and represented in writing that they are accredited investors and will acquire the securities for their own accounts for investment purposes. Further, the Smokey’s Purchase Agreement states that the shares in question have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom. A legend will be placed on any certificates representing such shares referencing the restricted nature of the shares.

Accounting Policies and Estimates (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies and Estimates.

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Reclassifications

Reclassifications

Accounting for Business Combinations and Acquisitions

Accounting for Business Combinations and Acquisitions

Fair Value Measurements

Fair Value Measurements

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.

Marketable Securities at Fair Value on a Recurring Basis

Marketable Securities at Fair Value on a Recurring Basis

Investments held at cost

Investments held at cost

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable

The following table depicts the composition of our accounts receivable as of December 31, 2022, and December 31, 2021:


	December 31,		December 31,
	2022		2021

Accounts receivable - trade	$	4,564,918	$	4,001,874
Accounts receivable - litigation, non-current		—		303,086
Allowance for doubtful accounts		(92,940)		(135,046)
	$	4,471,978	$	4,169,914

Inventory

Inventory

Property and Equipment, net

Property and Equipment, net

Depreciation on property and equipment is recorded using the straight-line method over the following expected useful lives at the following annual rates:


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

Prepaid Expenses and Other Assets (Current and Non-Current)

Prepaid Expenses and Other Assets (Current and Non-Current)

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Long-Lived Assets

Long-Lived Assets

Accounts Payable

Accounts Payable

Accrued Expenses and Other Liabilities

Accrued Expenses and Other Liabilities

Derivative Liabilities

Derivative Liabilities

Revenue Recognition and Related Allowances

Revenue Recognition and Related Allowances

The Company has three main revenue streams: retail, wholesale, and other.

Costs of Goods and Services Sold

Costs of Goods and Services Sold

Costs of goods and services sold are comprised of related expenses incurred while supporting the sales of the Company’s products and services.

General and Administrative Expenses

General and Administrative Expenses

General and administrative expenses are comprised of all expenses not linked to the production or advertising of the Company’s services.

Advertising and Marketing Costs

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and totaled $2,369,223 and $971,419 as of December 31, 2022 and December 31, 2021, respectively.

Stock Based Compensation

Stock Based Compensation

Income Taxes

Income Taxes

Right of Use Assets and Lease Liabilities

Right of Use Assets and Lease Liabilities

Operating leases are included in operating lease ROU assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets.

Accounting Policies and Estimates (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies and Estimates.

Schedule of fair value measurement

Schedule of accounts receivable


	December 31,		December 31,
	2022		2021

Accounts receivable - trade	$	4,564,918	$	4,001,874
Accounts receivable - litigation, non-current		—		303,086
Allowance for doubtful accounts		(92,940)		(135,046)
	$	4,471,978	$	4,169,914

Summary of expected useful lives


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

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Inventory (Tables)

12 Months Ended

Dec. 31, 2022

Inventory

Schedule of Inventory


		2022		2021
Raw Materials	$	2,325,482	$	12,676
Work in Process		14,504,490		5,535,992
Finished Goods		5,724,210		5,573,329
Total Inventories	$	22,554,182	$	11,121,997

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property and Equipment.

Schedule of property and equipment


	December 31,		December 31,
	2022		2021
Land	$	3,716,438	$	35,000
Building		4,830,976		2,910,976
Leasehold improvements		4,100,165		853,599
Furniture and fixtures		655,698		300,798
Vehicles, machinery, and tools		3,796,695		2,152,129
Software, servers and equipment		4,132,621		2,550,154
Construction in process		10,756,410		3,439,543
Total Asset Cost	$	31,989,003	$	12,242,199
Less: Accumulated depreciation		(4,899,977)		(1,988,973)
Total property and equipment, net of depreciation	$	27,089,026	$	10,253,226

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combinations

Schedule of aggregate purchase price


	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Cash	$	32,202,123	$	18,268,825	$	12,044,553
Seller notes		17,000,000		—		—
Common stock		—		11,600,000		4,137,855
Total purchase price	$	49,202,123	$	29,868,825	$	16,182,408

Allocation of purchase price


	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Cash	$	32,202,123	$	18,268,825	$	12,044,553
Seller notes		17,000,000		—		—
Common stock		—		11,600,000		4,137,855
Total purchase price	$	49,202,123	$	29,868,825	$	16,182,408


Description	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Assets acquired:
Cash	$	2,860,706	$	650,469	$	23,100
Accounts receivable		—		196,879		—
Other assets		—		156,000		605,112
Inventory		9,584,428		1,655,000		982,156
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		34,981,571		16,810,479		10,576,289
Total Assets acquired	$	49,566,207	$	34,555,827	$	16,182,623
Liabilities and Equity assumed:
Accounts payable	$	295,043	$	458,622	$	—
Accrued liabilities		69,041		1,014,300		215
Deferred Tax Liability		—		3,214,080		—
Total Liabilities assumed		364,084		4,687,002		215
Estimated fair value of net assets acquired	$	49,202,123	$	29,868,825	$	16,182,408

Goodwill Accounting (Tables)

12 Months Ended

Dec. 31, 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		25,594,768		1,792,000		34,981,571		62,368,339
Measurement-period adjustment to prior year acquisition		640,001		—		—		640,001
Goodwill Impairment during 2022		—		(8,716,080)		(3,003,226)		(11,719,306)
Balance as of December 31, 2022	$	52,583,794		7,039,936	$	34,981,571	$	94,605,301


	Retail			Wholesale		Other		Total

Balance as of January 1, 2021	$	38,594,810	$	11,448,693	$	3,003,226	$	53,046,729
Goodwill acquired during 2021		15,166,316		2,515,323		—		17,681,639
Measurement-period adjustment to prior year acquisition		(27,412,101)		—		—		(27,412,101)
Goodwill Impairment during 2021		—		—		—		—
Balance as of December 31, 2021	$	26,349,025	$	13,964,016	$	3,003,226	$	43,316,267

- 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

Intangible Asset (Tables)

12 Months Ended

Dec. 31, 2022

Intangible Assets

Schedule of intangible assets


	December 31, 2022				December 31, 2021
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License Agreements	$	111,491,280	$	(12,154,237)	$	94,230,280	$	(5,496,902)
Tradename		6,021,500		(1,862,242)		4,560,000		(845,667)
Customer Relationships		5,150,000		(1,474,405)		5,150,000		(933,690)
Non-compete		1,265,000		(765,556)		1,205,000		(348,056)
Product License and Registration		57,300		(21,783)		57,300		(17,963)
Trade Secret		32,500		(12,639)		32,500		(10,472)
Total	$	124,017,580	$	(16,290,862)	$	105,235,080	$	(7,652,750)

Schedule of future projected annual amortization expense


2023	$	9,842,054
2024		9,520,667
2025		9,412,888
2026		8,638,056
2027		8,330,329
Thereafter		61,982,724
Total	$	107,726,718

Derivative Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Derivative Liabilities

Schedule of reconciliation of the beginning and ending balances of the derivative liabilities


Balance as of January 1, 2022	$	34,923,013

Gain on derivative liability		(18,414,760)

Balance as of December 31, 2022	$	16,508,253

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt

Schedule of debt


	December 31,		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.		99,118,391		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		(6,603,695)		(8,289,743)
Less: unamortized debt discount		(40,993,176)		(48,477,789)

Total long term debt		127,771,520		97,482,468
Less: current portion of long term debt		(2,250,000)		—

Long term debt and unamortized debt issuance costs	$	125,521,520	$	97,482,468

Schedule of Maturities of Long-term Debt


			Unamortized
	Principal		Debt Issuance		Unamortized		Total Long
	Payments		Costs		Debt Discount		Term Debt
2023		2,250,000		1,686,049		8,523,493		(7,959,542)
2024		3,000,000		1,686,049		9,734,935		(8,420,984)
2025		40,651,759		1,686,049		11,057,799		27,907,911
2026		129,466,632		1,545,548		11,676,949		116,244,135
2027		—		—		—		—

Total	$	175,368,391	$	6,603,695	$	40,993,176	$	127,771,520

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Schedule of balance sheet classification of operating lease assets and liabilities


	Balance Sheet Line	December 31, 2022
Asset
Operating lease right of use assets	Noncurrent assets	$	18,199,399
Liabilities
Lease liabilities	Current Liabilities	$	3,139,289
Lease liabilities	Noncurrent liabilities		17,314,464

Schedule of maturities of lease liabilities


2022 fiscal year	$	33,595,944
Less: Interest		13,298,212
Present value of lease liabilities	$	20,297,732

Schedule of future minimum lease obligation under ASC 842


2023 fiscal year	$	5,873,512
2024 fiscal year		5,032,891
2025 fiscal year		4,692,760
2026 fiscal year		4,204,171
2027 fiscal year		2,923,785
Thereafter		10,868,825
Total	$	33,595,944

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Schedule of warrant activity


	Equity Classified Warrants		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance as of December 31, 2021	17,218,750	$	2.96	1.65
Warrants exercised	—		—	—
Warrants forfeited/expired	(10,000,000)		—	—
Warrants issued	—		—	—
Balance as of December 31, 2022	7,218,750	$	1.76	2.99

Earnings per share (Basic and Dilutive) (Tables)

12 Months Ended

Dec. 31, 2022

Earnings per share (Basic and Dilutive)

Schedule of reconciliation of the numerator and denominator used in the basic and diluted EPS calculations


	For the Year Ended
	December 31,
	2022		2021
Numerator:
Net income (loss)	$	(18,467,615)	$	14,519,130
Less: Accumulated preferred stock dividends for the period		(7,802,809)		(7,346,153)
Net income (loss) attributable to common stockholders	$	(26,270,424)	$	7,172,977

Denominator:
Weighted-average shares of common stock		53,637,003		43,339,092

Basic earnings per share	$	(0.49)	$	0.17

Numerator:
Net income (loss) attributable to common stockholders – Basic		(26,270,424)		7,172,977
Add: Investor note accrued interest		—		789,028
Add: Investor note amortized debt discount		—		458,885
Less: Gain on derivative liability related to investor note		—		(14,013,661)
Net income (loss) attributable to common stockholders – dilutive	$	(26,270,424)	$	(5,592,771)

Denominator:
Weighted-average shares of common stock		53,637,003		43,339,092
Dilutive effect of investor notes		—		51,748,797
Dilutive effect of warrants		—		2,581,250
Dilutive effect of options		—		3,699,819
Diluted weighted-average shares of common stock		53,637,003		101,368,958

Diluted earnings per share	$	(0.49)	$	(0.06)

Tax Provision (Tables)

12 Months Ended

Dec. 31, 2022

Tax Provision

Schedule of components of income tax (benefit) expense


	December 31,		December 31,
	2022		2021
Current:
Federal	$	17,127,037	$	4,284,163
State		483,037		112,001
Total current tax expense (benefit)	$	17,610,074	$	4,396,164


	December 31,		December 31,
	2022		2021
Deferred:
Federal	$	(611,750)	$	—
State		(2,100,260)		—
Total deferred tax expense	$	(2,712,010)	$	—

Schedule of reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit)


		December 31,		December 31,
		2022		2021
Income (loss) before income taxes	$	(3,569,552)	$	5,360,518
Statutory tax rate		21%		21%
Expense (benefit) based on statutory rates		(749,606)		1,125,709

State income taxes		(949,986)		293,358
Expenses disallowed under IRC Section 280E		16,308,522		5,610,279
Stock-based compensation		177,912		578,692
Remeasurement on derivative liability		(3,867,100)		-
Other permanent differences		244,130		28,918
Change in valuation allowance		(2,062,697)		(5,170,426)
Change in state rate		(176,568)		(181,521)
Return to provision		4,890,722		416,125
Deferred tax true-up		1,082,735		1,695,030
Total income tax expense	$	14,898,064	$	4,396,164

Schedule of components of deferred income taxes


	December 31,		December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	—	$	64,858
Interest expense carryforwards		1,129,939		84,325
Goodwill and intangible assets		2,359,197		—
Lease liabilities		1,705,867		861,683
Share based compensation accruals		598,861		2,518,158
Loyalty points		412,218		363,171
Fixed assets		367,776		—
Capitalized transaction costs		217,320		662,861
Bad debt allowance		36,742		94,620
Accrued expenses		8,537		9,099
Gross deferred tax assets		6,836,457		4,658,775

Valuation allowance		—		(2,062,697)

Net deferred tax assets		6,836,457		2,596,078

Deferred tax liabilities:
Fixed assets		—		63,301
Goodwill and intangible assets		5,594,714		1,568,542
Operating leases		1,595,394		850,793
Unrealized gains		117,750		55,576
Cash-to-accrual		30,669		57,866
Net deferred tax liabilities		7,338,527		2,596,078


Total net deferred tax assets	$	(502,070)	$	—

Segment Information (Tables)

12 Months Ended

Dec. 31, 2022

Segment Information

Schedule of information represents segment activity


	Retail		Wholesale		Other		Total
External revenues	$	141,254,893	$	17,819,938	$	304,388	$	159,379,219
Depreciation and intangible assets amortization		8,402,857		2,190,072		956,187		11,549,116
Segment pre tax profit		54,266,802		(12,664,774)		(45,171,579)		(3,569,551)
Segment assets		193,068,447		70,400,502		59,413,784		322,882,733


	Retail		Wholesale		Other		Total
External Revenues	$	73,761,010	$	34,434,091	$	225,138	$	108,420,239
Cost of goods and services		(34,969,178)		(23,817,145)		(280,222)		(59,066,545)
Gross profit		38,754,476		10,654,302		(55,084)		49,353,694
Intangible assets amortization		6,876,325		575,384		585		7,452,294
Depreciation		163,217		323,862		637,492		1,124,571
Segment profit		22,568,259		8,906,535		(16,955,664)		14,519,130
Segment assets		129,715,949		48,218,292		107,096,552		285,030,793

Organization and Nature of Operations (Details) - segment	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies and Estimates.
Number of segments	3	3

Accounting Policies and Estimates - Assets and Liabilities Measured at Fair Value (Details) - Fair Value, Recurring - Marketable Securities - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets		$ 493,553
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets	$ 454,283

Accounting Policies and Estimates - Receivables (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable
Allowance for doubtful accounts	$ (92,940)	$ (135,046)
Total	4,471,978	4,169,914
Trade Accounts Receivable
Accounts, Notes, Loans and Financing Receivable
Accounts receivable	4,564,918	4,001,874
Accounts Receivable Litigation
Accounts, Notes, Loans and Financing Receivable
Accounts receivable	$ 0	$ 303,086

Accounting Policies and Estimates - Property and Equipment Expected Useful Lives (Details)	12 Months Ended
	Dec. 31, 2022
Land
Property, Plant and Equipment
Estimated useful life	Indefinite
Building
Property, Plant and Equipment
Estimated useful life	39 years
Leasehold Improvements
Property, Plant and Equipment
Estimated useful life	Lesser of the lease term or estimated useful life
Furniture and Fixtures \| Minimum
Property, Plant and Equipment
Estimated useful life	3 years
Furniture and Fixtures \| Maximum
Property, Plant and Equipment
Estimated useful life	5 years
Vehicles, machinery, and tools \| Minimum
Property, Plant and Equipment
Estimated useful life	3 years
Vehicles, machinery, and tools \| Maximum
Property, Plant and Equipment
Estimated useful life	5 years
Software, servers and equipment
Property, Plant and Equipment
Estimated useful life	3 years

Accounting Policies and Estimates (Details) - USD ($)	12 Months Ended
Accounting Policies and Estimates (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment
Prepaid expenses and other assets	$ 6,820,649	$ 3,038,176
Prepaid expenses	3,881,627	1,587,770
Security deposits	1,527,256	514,962
Prepaid Inventory	1,411,766	935,444
Accounts payable	7,910,511	2,585,705
Accrued expenses and other liabilities	10,314,958	5,592,222
Loyalty liability	1,590,346	1,485,224
Advertising and marketing expense	2,369,223	971,419
Stock based compensation	2,672,713	5,037,879
Cash and cash equivalents	38,949,253	106,400,216
Investment totaled	$ 2,000,000	0
Minimum
Property, Plant and Equipment
Intangible assets useful lives (in years)	3 years
Minimum \| Wholesale
Property, Plant and Equipment
Revenue collection term	14 days
Maximum
Property, Plant and Equipment
Intangible assets useful lives (in years)	15 years
Percentage of Investment Held	20.00%
Maximum \| Wholesale
Property, Plant and Equipment
Revenue collection term	30 days
Accrued Payroll
Property, Plant and Equipment
Accrued expenses and other liabilities	$ 1,511,245	301,312
Accrued Interest
Property, Plant and Equipment
Accrued expenses and other liabilities	3,422,760	1,425,278
Operating Expenses.
Property, Plant and Equipment
Accrued expenses and other liabilities	4,746,455	$ 3,865,632
Escrow Payable
Property, Plant and Equipment
Accrued expenses and other liabilities	$ 634,498

Accounting Policies and Estimates - Long-Lived Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Long-Lived Assets
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]	Gain (Loss) on Disposition of Business	Gain (Loss) on Disposition of Business
Discontinued operations, held-for-sale or disposed of by sale \| Facilities in New Mexico And Colorado
Long-Lived Assets
Long-lived assets impairment charges	$ 89,706	$ 0

Notes Receivable (Details) - USD ($)	Mar. 12, 2021	Dec. 31, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable
Notes receivable		$ 11,944
Colorado Cannabis
Accounts, Notes, Loans and Financing Receivable
Notes receivable		$ 11,944	$ 143,333
Notes receivable interest rate	0.00%
Notes receivable periodic payment	$ 11,944
Notes receivable repayment term	24 months

Inventory (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Inventory
Raw Materials	$ 2,325,482	$ 12,676
Work in Process	14,504,490	5,535,992
Finished Goods	5,724,210	5,573,329
Total Inventories	$ 22,554,182	$ 11,121,997

Property and Equipment (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment
Total Asset Cost	$ 31,989,003	$ 12,242,199
Less: Accumulated depreciation	(4,899,977)	(1,988,973)
Total property and equipment, net of depreciation	27,089,026	10,253,226
Furniture and Fixtures
Property, Plant and Equipment
Total Asset Cost	655,698	300,798
Leasehold Improvements
Property, Plant and Equipment
Total Asset Cost	4,100,165	853,599
Vehicles Machinery And Tools
Property, Plant and Equipment
Total Asset Cost	3,796,695	2,152,129
Land
Property, Plant and Equipment
Total Asset Cost	3,716,438	35,000
Software Servers And Equipment
Property, Plant and Equipment
Total Asset Cost	4,132,621	2,550,154
Building
Property, Plant and Equipment
Total Asset Cost	4,830,976	2,910,976
Construction in Progress
Property, Plant and Equipment
Total Asset Cost	$ 10,756,410	$ 3,439,543

Property and Equipment - Depreciation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property and Equipment.
Depreciation	$ 2,911,004	$ 1,124,571

Business Combinations - Narrative (Details)								12 Months Ended
Business Combinations - Narrative (Details)	Dec. 15, 2022 USD ($) item	Sep. 09, 2022 item	May 31, 2022 USD ($)	Feb. 08, 2022 USD ($) ft² item facility director	Dec. 07, 2021 USD ($)	Dec. 03, 2021 USD ($) item	Mar. 02, 2021 USD ($) item facility	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 15, 2022 USD ($)	Feb. 09, 2022 USD ($)	Jan. 26, 2022 USD ($)	Dec. 21, 2021 USD ($)	Jul. 21, 2021 USD ($)	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Goodwill								$ 94,605,301	$ 43,316,267						$ 53,046,729
Intangible assets								107,726,718	97,582,330
Cash								62,371,226	75,678,000
Original issue discount								40,993,176	48,477,789
Lightshade Labs Llc
Business Acquisition [Line Items]
Number of Retail Dispensaries Acquired \| item	2
Investor Note
Business Acquisition [Line Items]
Number of Accredited Investors \| item						31
Principal amount						$ 95,000,000
Interest rate						2.00%
Net proceeds					$ 92,000,000
Long-term Debt, Term					5 years
Percentage of investor note					13.00%	13.00%
Interest payable in cash (as percentage)					9.00%	9.00%
Maturity date						Dec. 07, 2026
Purchase price						$ 93,100,000
Original issue discount						$ 1,900,000
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 \| facility				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				$ 32,200,000
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
Notes payable				$ 17,000,000.0
Percentage of investor note				5.00%
RGA
Business Acquisition [Line Items]
Goodwill and intangibles				$ 34,981,571
MCG
Business Acquisition [Line Items]
Goodwill											$ 16,810,479
Intangible assets											$ 12,400,000
Brow
Business Acquisition [Line Items]
Goodwill										$ 1,792,000
Intangible assets										$ 3,970,000
Urban Dispensary Member
Business Acquisition [Line Items]
Goodwill and intangibles			$ 2,849,868
Business Combination, Consideration Transferred			$ 1,300,000
Star Buds
Business Acquisition [Line Items]
Goodwill							$ 27,054,025
Cash							$ 44,250,000
Number of cultivation facilities acquired \| facility							1
Business Combination, Consideration Transferred							$ 118,000,000
Principal amount								44,250,000	44,250,000
Number of dispensaries acquired \| item							13
Southern Colorado Growers
Business Acquisition [Line Items]
Goodwill														$ 1,810,323
Smoking Gun
Business Acquisition [Line Items]
Goodwill													$ 640,001
Lightshade Labs Llc
Business Acquisition [Line Items]
Goodwill and intangibles	$ 2,589,866
Number of Retail Dispensaries Acquired \| item	2
Business Combination, Consideration Transferred	$ 2,750,000
Number of dispensaries acquired \| item		2
Pikes Peak Industries LLC
Business Acquisition [Line Items]
Goodwill								0
Acquisition-related expenses								$ 6,822,000	$ 2,779,000

Business Combinations (Details) - USD ($)	12 Months Ended
Business Combinations (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Payments to acquire businesses	$ 62,371,226	$ 75,678,000
Nuevo Holding LLC
Business Acquisition [Line Items]
Payments to acquire businesses	32,202,123
Seller notes	17,000,000
Total purchase price	49,202,123
Emerald Fields Merger Sub LLC
Business Acquisition [Line Items]
Payments to acquire businesses	18,268,825
Common stock	11,600,000
Total purchase price	29,868,825
Other acquisitions
Business Acquisition [Line Items]
Payments to acquire businesses	12,044,553
Common stock	4,137,855
Total purchase price	$ 16,182,408

Business Combinations - Allocation of Purchase Price (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 94,605,301	$ 43,316,267	$ 53,046,729
Nuevo Holding LLC
Business Acquisition [Line Items]
Cash	2,860,706
Inventory	9,584,428
Fixed assets	2,137,002
Other long term assets	2,500
Goodwill	34,981,571
Total assets acquired	49,566,207
Accounts payable	295,043
Accrued liabilities	69,041
Total liabilities 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
Intangible assets	12,400,000
Goodwill	16,810,479
Total assets acquired	34,555,827
Accounts payable	458,622
Accrued liabilities	1,014,300
Deferred Tax Liability	3,214,080
Total liabilities assumed	4,687,002
Estimated fair value of net assets acquired	29,868,825
Other Acquisitions
Business Acquisition [Line Items]
Cash	23,100
Other assets	605,112
Inventory	982,156
Fixed assets	25,966
Intangible assets	3,970,000
Goodwill	10,576,289
Total assets acquired	16,182,623
Accrued liabilities	215
Total liabilities assumed	215
Estimated fair value of net assets acquired	$ 16,182,408

Goodwill Accounting - Narrative (Details)	12 Months Ended
Goodwill Accounting - Narrative (Details)	Dec. 31, 2022 USD ($)
Goodwill [Line Items]
Goodwill impairment charges	$ 11,719,306
Other expense
Goodwill [Line Items]
Goodwill impairment charges	$ 3,708,226

Goodwill Accounting - Segment (Details) - USD ($)	12 Months Ended
Goodwill Accounting - Segment (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance of goodwill	$ 43,316,267	$ 53,046,729
Goodwill acquired	62,368,339	17,681,639
Measurement-period adjustment to prior year acquisition	640,001	(27,412,101)
Goodwill impairment	(11,719,306)
Ending balance of goodwill	94,605,301	43,316,267
Retail
Goodwill [Roll Forward]
Beginning balance of goodwill	26,349,025	38,594,810
Goodwill acquired	25,594,768	15,166,316
Measurement-period adjustment to prior year acquisition	640,001	(27,412,101)
Ending balance of goodwill	52,583,794	26,349,025
Wholesale
Goodwill [Roll Forward]
Beginning balance of goodwill	13,964,016	11,448,693
Goodwill acquired	1,792,000	2,515,323
Goodwill impairment	(8,716,080)
Ending balance of goodwill	7,039,936	13,964,016
Other
Goodwill [Roll Forward]
Beginning balance of goodwill	3,003,226	3,003,226
Goodwill acquired	34,981,571
Goodwill impairment	(3,003,226)
Ending balance of goodwill	$ 34,981,571	$ 3,003,226

- 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

Intangible Asset (Details) - USD ($)	12 Months Ended
Intangible Asset (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Intangible Asset.
Amortization expense	$ 8,638,112	$ 7,452,294
Impairment of intangible assets	$ 875,400	$ 0
Impairment Of Intangible Asset Finite Lived Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag	true	true

Intangible Asset - Intangible Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 124,017,580	$ 105,235,080
Accumulated Amortization	(16,290,862)	(7,652,750)
License agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	111,491,280	94,230,280
Accumulated Amortization	(12,154,237)	(5,496,902)
Tradename
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,021,500	4,560,000
Accumulated Amortization	(1,862,242)	(845,667)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,150,000	5,150,000
Accumulated Amortization	(1,474,405)	(933,690)
Non-compete
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,265,000	1,205,000
Accumulated Amortization	(765,556)	(348,056)
Product license and registration
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	57,300	57,300
Accumulated Amortization	(21,783)	(17,963)
Trade secret - intellectual property
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	32,500	32,500
Accumulated Amortization	$ (12,639)	$ (10,472)

Intangible Asset - Future Projected Annual Amortization Expense (Details)	Dec. 31, 2022 USD ($)
Intangible Asset.
2023	$ 9,842,054
2024	9,520,667
2025	9,412,888
2026	8,638,056
2027	8,330,329
Thereafter	61,982,724
Total	$ 107,726,718

Derivative Liability (Details) - USD ($)	12 Months Ended
Derivative Liability (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Derivative Liabilities
Derivative liability, beginning	$ 34,923,013
Gain on derivative liability	$ (18,414,760)	$ (14,013,661)
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Unrealized gain on derivative liabilities
Derivative liability, ending	$ 16,508,253	$ 34,923,013

Derivative Liability - Narrative (Details)				12 Months Ended
Derivative Liability - Narrative (Details)	Jun. 11, 2019 $ / shares shares	Apr. 23, 2019 $ / shares shares	Jan. 08, 2019 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares Y	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 07, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of derivative liabilities				$ 0	$ 0
Original issue discount				40,993,176	48,477,789
Amortization of debt discount				7,484,613	458,885
Gain on forfeiture of contingent consideration				0	0
Change in fair value of derivative liabilities				$ 18,414,760	14,013,661
Stock price \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input \| $ / shares				1.32
Stock price \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input \| $ / shares				3.75
Contractual term \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input \| Y				2.25
Contractual term \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input \| Y				3
Risk-free interest rate
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input				0.0428
Expected volatility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input				145
Derivative liability.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of derivative liabilities				$ 16,508,253	$ 34,923,013
Original issue discount				$ 48,936,674
Investor Notes
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Face amount							$ 95,000,000
Officer \| Restricted stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Restricted stock granted, shares \| shares	1,000,000	1,000,000	500,000
Share price (in dollars per share) \| $ / shares	$ 8.00	$ 8.00	$ 8.00
Officer \| Restricted stock \| Director Resignation
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gain on forfeiture of contingent consideration						$ 1,462,636

Debt (Details)						12 Months Ended
Debt (Details)	Dec. 07, 2021 USD ($)	Dec. 03, 2021 USD ($) item	Jul. 21, 2021 USD ($)	Feb. 26, 2021 USD ($)	Dec. 17, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 28, 2021 USD ($)
Short-term Debt [Line Items]
Debt discount related to derivative liability portion						$ 40,993,176	$ 48,477,789
Star Buds
Short-term Debt [Line Items]
Principal amount						44,250,000	$ 44,250,000
Term Loan
Short-term Debt [Line Items]
Proceeds from loans				$ 10,000,000
Interest rate				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
Interest rate (as percentage)				15.00%	12.00%
Principal amount				$ 10,000,000				$ 5,000,000
Interest payable in cash				Jun. 01, 2023
Seller Notes \| Star Buds
Short-term Debt [Line Items]
Interest rate (as percentage)					12.00%
Principal amount					$ 44,250,000
Interest payable in cash					Dec. 17, 2025
Seller Notes \| Star Buds \| Debt Instrument, Redemption, Period One
Short-term Debt [Line Items]
Principal payment						13,901,759
Seller Notes \| Star Buds \| Debt Instrument, Redemption, Period Two
Short-term Debt [Line Items]
Principal payment						3,474,519
Seller Notes \| Star Buds \| Debt Instrument, Redemption, Period Three
Short-term Debt [Line Items]
Principal payment						$ 26,873,722
Investor Note
Short-term Debt [Line Items]
Maturity date		Dec. 07, 2026
Interest rate (as percentage)	13.00%	13.00%
Interest payable in cash (as percentage)	9.00%	9.00%
Principal amount		$ 95,000,000
Purchase price		93,100,000
Debt discount related to derivative liability portion		$ 1,900,000
Interest rate		2.00%
Proceeds from issuance of private placement	$ 92,000,000
Long-term Debt, Term	5 years
Number of accredited investors \| item		31
Nuevo Purchase Agreement \| Nuevo Note Payable
Short-term Debt [Line Items]
Interest rate (as percentage)						5.00%
Aggregate amount						$ 17,000,000
Loan Agreement \| Term Loan \| Southern Colorado Growers
Short-term Debt [Line Items]
Proceeds from loans			$ 5,000,000

Debt - Indebtedness (Details) - USD ($)	Feb. 07, 2022	Dec. 07, 2021	Dec. 03, 2021	Feb. 26, 2021	Dec. 17, 2020	Dec. 31, 2022	Dec. 31, 2021	Jul. 28, 2021
Debt Instrument [Line Items]
Unamortized debt issuance costs						$ (6,603,695)	$ (8,289,743)
Unamortized debt discount						(40,993,176)	(48,477,789)
Total long term debt						127,771,520	97,482,468
Long term debt and unamortized debt issuance costs						125,521,520	97,482,468
Less: current portion of long term debt						(2,250,000)
Star Buds
Debt Instrument [Line Items]
Principal amount						44,250,000	44,250,000
Term Loan
Debt Instrument [Line Items]
Outstanding debt amount						15,000,000	15,000,000
Principal amount				$ 10,000,000				$ 5,000,000
Interest rate (as percentage)				15.00%	12.00%
Interest payable in cash				Jun. 01, 2023
Seller Notes
Debt Instrument [Line Items]
Outstanding debt amount						44,250,000	44,250,000
Seller Notes \| Star Buds
Debt Instrument [Line Items]
Principal amount					$ 44,250,000
Interest rate (as percentage)					12.00%
Interest payable in cash					Dec. 17, 2025
Investor Note
Debt Instrument [Line Items]
Outstanding debt amount						99,118,391	$ 95,000,000
Unamortized debt discount			$ (1,900,000)
Principal amount			$ 95,000,000
Interest rate (as percentage)		13.00%	13.00%
Interest payable in cash (as percentage)		9.00%	9.00%
Accreting interest rate to principal amount (as percentage)			4
Seller Note 2022
Debt Instrument [Line Items]
Outstanding debt amount						$ 17,000,000
Seller Note 2022 \| Nuevo Holding LLC
Debt Instrument [Line Items]
Principal amount	$ 17,000,000
Interest rate (as percentage)	5.00%
Interest payable in cash	Feb. 07, 2025

Debt - Maturities of Long-term Debt (Details)	Dec. 31, 2022 USD ($)
Principal Payments
2024	$ 2,250,000
2025	3,000,000
2026	40,651,759
2027	129,466,632
Total	175,368,391
Unamortized Debt Issuance Costs
2024	1,686,049
2025	1,686,049
2026	1,686,049
2027	1,545,548
Total	6,603,695
Unamortized Debt Discount
2024	8,523,493
2025	9,734,935
2026	11,057,799
2027	11,676,949
Total	40,993,176
Total Long Term Debt
2024	(7,959,542)
2025	(8,420,984)
2026	27,907,911
2027	116,244,135
Total	$ 127,771,520

Leases (Details)	Dec. 31, 2022
Minimum
Weighted average lease discount rate	6.00%
Maximum
Lessee, Operating Lease, Remaining Lease Term	2 years
Weighted average lease discount rate	12.00%

Leases - Balance Sheet Classification (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease right of use assets	$ 18,199,399	$ 8,511,780
Lease liabilities	3,139,289
Lease liabilities	$ 17,314,464	$ 8,715,480

Leases - Maturities of Lease Liabilities (Details)	Dec. 31, 2022 USD ($)
Leases
2022 fiscal year	$ 33,595,944
Less: Interest	13,298,212
Present value of lease liabilities	$ 20,297,732

Leases - Future Minimum Lease Obligation (Details)	Dec. 31, 2022 USD ($)
Leases
2023 fiscal year	$ 5,873,512
2024 fiscal year	5,032,891
2025 fiscal year	4,692,760
2026 fiscal year	4,204,171
2027 fiscal year	2,923,785
Thereafter	10,868,825
Total	$ 33,595,944

Stockholders' Equity - Preferred Stock (Details)	12 Months Ended
Stockholders' Equity - Preferred Stock (Details)	Dec. 31, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Stockholders' Equity
Number of classes of stock \| item	2
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock par value \| $ / shares	$ 0.001	$ 0.001
Preferred stock, outstanding (in shares)	86,050	82,594
Preferred stock, issued (in shares)	86,994	86,994
Escrow shares	944	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
Accumulated preferred dividends \| $	$ 7,802,809	$ 7,346,153

Stockholders' Equity - Common Stock (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity
Common stock, authorized (in shares)	250,000,000	250,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, issued (in shares)	56,352,545	45,484,314
Common stock, outstanding (in shares)	55,212,547	44,745,870
Treasury stock, common shares	920,150	517,044
Common stock held in escrow	219,848	221,400

Stockholders' Equity - Common Stock Issued as Compensation to Employees, Officers, and Directors (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Stock issued for compensation, value		$ 621,272
Employees, Officers, and Directors
Class of Stock [Line Items]
Stock issued for compensation, shares	717,546	323,530
Stock issued for compensation, value	$ 1,027,288	$ 621,272

Stockholders' Equity - Common Stock and Preferred Stock Issued as Payments for Acquisitions (Details) - USD ($)						1 Months Ended	4 Months Ended	12 Months Ended
	May 31, 2022	Dec. 21, 2021	Jul. 21, 2021	Mar. 03, 2021	Feb. 03, 2021	Dec. 31, 2022	May 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Shares issued for acquisition, value								$ 15,737,855	$ 22,744,003
Star Buds \| Preferred Stock.
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)				17,921	2,319
Shares issued for acquisition, value				$ 17,920,982	$ 2,318,998
Stock issued for acquisition placed in escrow, share				2,690	349
Stock issued for acquisition placed in escrow, value				$ 2,421,000	$ 314,100
Southern Colorado Growers
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)			2,213,994
Shares issued for acquisition, value			$ 5,377,786
Stock issued for acquisition placed in escrow, share			221,400
Stock issued for acquisition placed in escrow, value			$ 537,779
Stock released from escrow (in shares)						205,384
Stock released from escrow						$ 499,083
Stock cancelled from escrow (in shares)						16,016
Stock cancelled from escrow						$ 38,919
Smoking Gun Apothecary
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)		100,000
Shares issued for acquisition, value		$ 197,000
Drift
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)								1,146,099
Shares issued for acquisition, value								$ 1,948,620
MCG
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)							7,145,724
Shares issued for acquisition, value							$ 11,592,854
Urban Dispensary Member
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)	1,670,230
Shares issued for acquisition, value	$ 1,900,000
Stock issued for acquisition placed in escrow, share	219,848
Stock issued for acquisition placed in escrow, value	$ 288,000

Stockholders' Equity - Warrants (Details) - $ / shares	12 Months Ended
Stockholders' Equity - Warrants (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020	Mar. 02, 2021
Star Buds
Class of Stock [Line Items]
Warrant to purchase shares (in shares)			5,531,250
Warrants \| Minimum
Class of Stock [Line Items]
Stock price	$ 1.20
Risk-free interest rate	0.21%
Expected volatility rate	157.60%
Warrants \| Maximum
Class of Stock [Line Items]
Stock price	$ 2.50
Warrant contractual term	5 years
Risk-free interest rate	1.84%
Expected volatility rate	194.56%
Warrants \| Accredited Investor
Class of Stock [Line Items]
Warrant to purchase shares (in shares)	1,500,000	187,500
Purchase price (in dollars per share)	$ 2.50	$ 3.50
Warrant term	5 years	3 years
Stock price		$ 3.50
Warrant contractual term		3 years
Risk-free interest rate		0.21%
Warrants \| Accredited Investor \| Minimum
Class of Stock [Line Items]
Risk-free interest rate		0.38%
Expected volatility rate		173.07%
Warrants \| Accredited Investor \| Maximum
Class of Stock [Line Items]
Expected volatility rate		187.52%
Warrants \| SBUD LLC
Class of Stock [Line Items]
Warrant to purchase shares (in shares)	5,531,249
Purchase price (in dollars per share)	$ 1.20
Warrant term	5 years

Stockholders' Equity - Warrant Activity (Details) - Warrants - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Offsetting Assets [Line Items]
Warrants outstanding, beginning balance	17,218,750
Warrants forfeited	(10,000,000)
Warrants outstanding, ending balance	7,218,750	17,218,750
Weighted Average Exercise Price	$ 1.76	$ 2.96
Weighted Average Remaining Contractual Life	2 years 11 months 26 days	1 year 7 months 24 days

Stockholders' Equity - Conversion of Preferred Stock to Common Stock (Details)	Dec. 20, 2021 shares
Stockholders' Equity
Conversion of preferred stock	272
Conversion of shares	245,017

Earnings per share (Basic and Dilutive) (Details)	12 Months Ended
Earnings per share (Basic and Dilutive) (Details)	Dec. 31, 2022 shares
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	1,187,124
Stock purchase 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

Earnings per share (Basic and Dilutive) - Reconciliation of Numerator and Denominator used in Basic and Diluted EPS Calculations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income (loss)	$ (18,467,615)	$ 14,519,130
Less: Accumulated preferred stock dividends for the period	(7,802,809)	(7,346,153)
Net income (loss) attributable to common stockholders	$ (26,270,424)	$ 7,172,977
Denominator:
Weighted-average shares of common stock	53,637,003	43,339,092
Basic earnings per share	$ (0.49)	$ 0.17
Add: Investor note accrued interest		$ 789,028
Add: Investor note amortized debt discount	$ 7,484,613	458,885
Less: Gain on derivative liability related to investor note	(18,414,760)	(14,013,661)
Net income (loss) attributable to common stockholders - dilutive	$ (26,270,424)	$ (5,592,771)
Dilutive effect of investor notes		51,748,797
Dilutive effect of warrants		2,581,250
Dilutive effect of options		3,699,819
Dilutive weighted-average shares of common stock	53,637,003	101,368,958
Dilutive earnings per share	$ (0.49)	$ (0.06)

Tax Provision - Components of Income Tax (Benefit) Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 17,127,037	$ 4,284,163
State	483,037	112,001
Total current tax expense (benefit)	17,610,074	$ 4,396,164
Deferred:
Federal	(611,750)
State	(2,100,260)
Total deferred tax expense	$ (2,712,010)

Tax Provision - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Tax Provision
Income (loss) before income taxes	$ (3,569,552)	$ 5,360,518
Statutory tax rate	21.00%	21.00%
Expense (benefit) based on statutory rates	$ (749,606)	$ 1,125,709
State income taxes	(949,986)	293,358
Expenses disallowed under IRC Section 280E	16,308,522	5,610,279
Stock-based compensation	177,912	578,692
Remeasurement on derivative liability	(3,867,100)
Other permanent differences	244,130	28,918
Change in valuation allowance	(2,062,697)	(5,170,426)
Change in state rate	(176,568)	(181,521)
Return To Provision	4,890,722	416,125
Deferred tax true-up	1,082,735	1,695,030
Total income tax expense	$ 14,898,064	$ 4,396,164

Tax Provision - Components of Deferred Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards		$ 64,858
Interest expense carryforwards	$ 1,129,939	84,325
Goodwill and intangible assets	2,359,197
Lease liabilities	1,705,867	861,683
Share based compensation accruals	598,861	2,518,158
Loyalty points	412,218	363,171
Fixed assets	367,776
Capitalized transaction costs	217,320	662,861
Bad debt allowance	36,742	94,620
Accrued expenses	8,537	9,099
Gross deferred tax assets	6,836,457	4,658,775
Valuation allowance		(2,062,697)
Net deferred tax assets	6,836,457	2,596,078
Deferred tax liabilities:
Fixed assets		63,301
Goodwill and intangible assets	5,594,714	1,568,542
Operating leases	1,595,394	850,793
Unrealized gains	117,750	55,576
Cash-to-accrual	30,669	57,866
Net deferred tax liabilities	7,338,527	2,596,078
Total net deferred tax assets		$ 0
Total net deferred tax assets	$ (502,070)

Tax Provision (Details) - USD ($)	12 Months Ended
Tax Provision (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Tax Provision
Unrecognized tax benefits	$ 0	$ 0
Interest expense or penalties	0	0
Change in valuation allowance	$ (2,062,697)	$ (5,170,426)

Related Party Transactions (Details)																	1 Months Ended				9 Months Ended	12 Months Ended
Related Party Transactions (Details)	Sep. 22, 2022 USD ($) shares	Jun. 24, 2022 USD ($) shares	Jun. 14, 2022 USD ($) shares	May 22, 2022	May 04, 2022 USD ($) shares	Dec. 07, 2021 USD ($)	Mar. 30, 2021 USD ($) shares	Mar. 02, 2021 USD ($) item shares	Feb. 26, 2021 USD ($) $ / shares 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	Oct. 31, 2022	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Mar. 14, 2021	Nov. 16, 2020 $ / shares	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Number of shares issued, Value																							$ 49,688,600
Cash paid at closing																						$ 62,371,226	75,678,000
Star Buds
Related Party Transaction [Line Items]
Initial lease term (in years)								3 years
Stock issued for acquisition placed in escrow, value \| shares								5,531,250
Principal amount																			$ 44,250,000			44,250,000	44,250,000
Aggregate consideration								$ 118,000,000
Cash paid at closing								44,250,000
Deferred cash								$ 44,250,000
Interest paid																						$ 5,310,000	$ 4,780,887
Equity interest held in escrow (in shares) \| shares																						944	4,428
Star Buds \| Minimum
Related Party Transaction [Line Items]
Threshold percent of beneficial ownership to be held								5.00%
SBUD LLC \| Star Buds
Related Party Transaction [Line Items]
Rent payment																						$ 571,752	$ 449,297
Number of option for lease renewal \| item								2
Lease renewal term (in years)								3 years
SBUD LLC \| Star Buds \| Four Two Eight S. Mcculloch LLC
Related Party Transaction [Line Items]
Monthly rent payment													$ 5,000
SBUD LLC \| Star Buds \| Five Eight Four Four Ventures LLC
Related Party Transaction [Line Items]
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 \| One Four Six Five Five Arapahoe L L C
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
SBUD LLC \| Star Buds \| Brighton Blvd LLC
Related Party Transaction [Line Items]
Monthly rent payment										$ 7,250
Rent payment										$ 261,000
C R W Capital LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)																									50.00%
Common Stock
Related Party Transaction [Line Items]
Issuance of stock as payment for acquisitions (in shares) \| shares																						9,742,205	2,313,994
Common Stock \| C R W Capital LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)									5.00%
Common Stock \| C R W Capital LLC \| Minimum
Related Party Transaction [Line Items]
Ownership interest (as percentage)									5.00%
Preferred Stock.
Related Party Transaction [Line Items]
Stock issued new, shares \| shares																							47,310
Number of shares issued, Value																							$ 47
Issuance of stock as payment for acquisitions (in shares) \| shares																							20,240
Preferred Stock. \| Star Buds
Related Party Transaction [Line Items]
Shares consideration issued \| shares								29,506
Issuance of stock as payment for acquisitions (in shares) \| shares								25,078
Equity interest held in escrow (in shares) \| shares								4,428
Securities Purchase Agreement \| Dye Cann Ii Spa \| Series A Preferred Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares							4,000	3,800		3,100	1,300	1,450		7,700
Securities Purchase Agreement \| Investor Notes
Related Party Transaction [Line Items]
Interest payable in cash (as percentage)						9.00%
Percentage of investor note						13.00%
Securities Purchase Agreement \| Preferred Stock. \| Dye Cann Ii Spa
Related Party Transaction [Line Items]
Stock issued new, shares \| shares							21,350
Proceeds from sale of equity							$ 21,350,000
Convertible Promissory Note And Security Agreement \| Dye Capital
Related Party Transaction [Line Items]
Debt converted, amount converted									$ 5,000,000
Debt interest amount converted									$ 60,250
Shares issued on conversion of debt (in shares) \| shares									5,060
Principal amount														$ 5,000,000
Dye Capital And Company LLC
Related Party Transaction [Line Items]
Cash paid on conversion of debt									$ 230.97
Med Pharm Holdings \| Andrew Williams
Related Party Transaction [Line Items]
Shares returned for payment of note receivable \| shares															175,000
Med Pharm Holdings \| Promissory Note Member
Related Party Transaction [Line Items]
Outstanding debt amount															$ 767,695												$ 767,695
Accrued and unpaid interest															47,161
Note receivable balance															$ 100,000					$ 181,911
Percentage of investor note																											8.00%
Med Pharm Holdings \| Promissory Note Member \| Andrew Williams
Related Party Transaction [Line Items]
Shares returned price (in dollars per share) \| $ / shares															$ 1.90
Baseball 18
Related Party Transaction [Line Items]
Revenue from related parties																								$ 14,605
Accounts payable from related party																								31,250
Farm Boy
Related Party Transaction [Line Items]
Revenue from related parties																								16,125
Accounts payable from related party																								93,944
Emerald Fields
Related Party Transaction [Line Items]
Revenue from related parties																								16,605
Los Suenos
Related Party Transaction [Line Items]
Revenue from related parties																								$ 52,244
Dye Cann I \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Warrants to purchase \| shares														9,287,500		1,500,000
Proceeds from sale of equity														$ 18,575,000
Dye Cann I \| Securities Purchase Agreement \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares														9,287,500		1,500,000
Dye Cann I \| Common Stock \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Proceeds from sale of equity																$ 3,000,000
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
Dye Cann I \| Securities Purchase Agreement \| Common Stock
Related Party Transaction [Line Items]
Share price (in dollars per share) \| $ / shares																$ 2.00
Dye Cann I \| Securities Purchase Agreement \| Common Stock \| Minimum
Related Party Transaction [Line Items]
Stock issued new, shares \| shares																8,187,500
Dye Cann I \| Securities Purchase Agreement \| Common Stock \| Maximum
Related Party Transaction [Line Items]
Stock issued new, shares \| shares																10,687,500
Dye Cann I \| Securities Purchase Agreement \| Preferred Stock.
Related Party Transaction [Line Items]
Share price (in dollars per share) \| $ / shares																										$ 1,000
Tella Digital
Related Party Transaction [Line Items]
Costs and expenses to related party																						$ 382,622	$ 214,908
Brian Ruden \| Star Buds
Related Party Transaction [Line Items]
Percentage of investor note								31.00%
Stock issued for acquisition placed in escrow, value \| shares								1,715,936
Brian Ruden \| Star Buds \| Minimum
Related Party Transaction [Line Items]
Percent of beneficial ownership held by related party																	10.00%
Brian Ruden \| C R W Capital LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)																					50.00%
Brian Ruden \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares			22,728		20,232
Number of shares issued, Value			$ 35,001		$ 35,001
Jeff Garwood \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Note receivable balance						$ 294,000
Interest payable in cash (as percentage)						9.00%
Principal amount						$ 300,000
Interest rate						13.00%
Pratap Mukharji \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares			22,728		40,463
Number of shares issued, Value			$ 35,001		$ 70,001
Pratap Mukharji \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Note receivable balance						$ 196,000
Interest payable in cash (as percentage)						9.00%
Principal amount						$ 200,000
Interest rate						13.00%
C R W Cann Holdings LLC \| Series A Preferred Stock
Related Party Transaction [Line Items]
Share price (in dollars per share) \| $ / shares									$ 1,000
C R W Cann Holdings LLC \| Preferred Stock.
Related Party Transaction [Line Items]
Share price (in dollars per share) \| $ / shares									$ 1,000
C R W Cann Holdings LLC \| Preferred Stock. \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Stock issued new, shares \| shares									25,350
Proceeds from sale of equity									$ 25,350,000
C R W Cann Holdings LLC \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Monitoring fee									150,000
Monitoring fee per month									$ 12,500														125,000
Monitoring fee																					$ 25,000		$ 125,000
C R W Cann Holdings LLC \| Securities Purchase Agreement \| Preferred Stock.
Related Party Transaction [Line Items]
Stock issued new, shares \| shares									25,350
Proceeds from sale of equity									$ 25,350,000
Rubin Revocable Trust \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Note receivable balance						$ 98,000
Interest payable in cash (as percentage)						9.00%
Percentage of investor note						13.00%
Principal amount						$ 100,000
Cozad Investments, L.P. \| Securities Purchase Agreement \| Investor Notes
Related Party Transaction [Line Items]
Note receivable balance						245,000
Principal amount						$ 250,000
Mr Cozad \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares			22,728		40,463
Number of shares issued, Value			$ 35,001		$ 70,001
Mr Cozad \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares			22,728		40,463
Number of shares issued, Value			$ 35,001		$ 70,001
Mr. Montalbano [Member] \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares			22,728		40,463
Number of shares issued, Value			$ 35,001		$ 70,001
Jonathan Berger \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| 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]
Percentage of investor note								3.50%
Stock issued for acquisition placed in escrow, value \| shares								193,929
Salim Wahdan \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares		15,586	14,584
Number of shares issued, Value																		$ 42,887
Joudeh Owners [Member] \| Star Buds
Related Party Transaction [Line Items]
Percentage of investor note								28.00%
Stock issued for acquisition placed in escrow, value \| shares								1,522,457
Joudeh Owners [Member] \| Star Buds \| Minimum
Related Party Transaction [Line Items]
Percent of beneficial ownership held by related party				10.00%															10.00%

Commitments and Contingencies (Details)							12 Months Ended
Commitments and Contingencies (Details)	Dec. 15, 2022 USD ($)	Sep. 09, 2022 item	May 31, 2022 USD ($) shares	Feb. 15, 2022 USD ($)	Feb. 09, 2022 USD ($) item $ / shares shares	Feb. 08, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Cash paid at closing							$ 62,371,226	$ 75,678,000
MCG, LLC
Restructuring Cost and Reserve [Line Items]
Aggregate consideration					$ 29,000,000
Cash paid at closing					$ 16,008,000
Shares consideration issued \| shares					6,547,239
Shares issued price \| $ / shares					$ 1.63
Held back as collateral					$ 2,320,000
Escrow held consideration cash					$ 1,392,000
Escrow held shares issuable \| shares					569,325
Number of operating facilities for marijuana production \| item					2
MCG, LLC \| Release on February 9, 2023
Restructuring Cost and Reserve [Line Items]
Escrow held amount release percentage					50.00%
MCG, LLC \| Release on August 9, 2023
Restructuring Cost and Reserve [Line Items]
Escrow held amount release percentage					50.00%
Reynold Greenleaf And Associates, LLC
Restructuring Cost and Reserve [Line Items]
Cash paid at closing						$ 32,200,000
Earn-out payments						4,500,000
Reynold Greenleaf And Associates, LLC \| Unsecured Promissory Notes
Restructuring Cost and Reserve [Line Items]
Unsecured promissory note issued on acquisition						$ 17,000,000.0
Interest rate (as percentage)						5.00%
Brow 2, LLC
Restructuring Cost and Reserve [Line Items]
Aggregate consideration				$ 6,700,000
Cash paid at closing				6,200,000
Held back as collateral				$ 500,000
Urban Dispensary Member
Restructuring Cost and Reserve [Line Items]
Aggregate consideration			$ 1,300,000
Shares consideration issued \| shares			1,900,000
Held back as collateral			$ 288,000
Lightshade Labs Llc
Restructuring Cost and Reserve [Line Items]
Aggregate consideration	$ 2,750,000
Escrow held consideration cash	$ 300,000
Number of dispensaries acquired \| item		2

Segment Information (Details)	12 Months Ended
Segment Information (Details)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Segment Information
Number of identifiable segments \| segment	3	3
External revenues	$ 159,379,219	$ 108,420,239
Depreciation	2,911,004	1,124,571
Segment pre tax profit	(3,569,551)	18,915,294
Segment profit	(18,467,615)	14,519,130
Goodwill	94,605,301	43,316,267	$ 53,046,729
Retail
Segment Information
Goodwill	52,583,794	26,349,025	38,594,810
Wholesale
Segment Information
Goodwill	7,039,936	13,964,016	11,448,693
Other
Segment Information
Goodwill	34,981,571	3,003,226	$ 3,003,226
Segments
Segment Information
External revenues	159,379,219	108,420,239
Depreciation and intangible assets amortization	11,549,116
Cost of goods and services		(59,066,545)
Gross profit		49,353,694
Intangible assets amortization		7,452,294
Depreciation		1,124,571
Segment pre tax profit	(3,569,551)
Segment profit		14,519,130
Segment assets	322,882,733	285,030,793
Segments \| Retail
Segment Information
External revenues	141,254,893	73,761,010
Depreciation and intangible assets amortization	8,402,857
Cost of goods and services		(34,969,178)
Gross profit		38,754,476
Intangible assets amortization		6,876,325
Depreciation		163,217
Segment pre tax profit	54,266,802
Segment profit		22,568,259
Segment assets	193,068,447	129,715,949
Segments \| Wholesale
Segment Information
External revenues	17,819,938	34,434,091
Depreciation and intangible assets amortization	2,190,072
Cost of goods and services		(23,817,145)
Gross profit		10,654,302
Intangible assets amortization		575,384
Depreciation		323,862
Segment pre tax profit	(12,664,774)
Segment profit		8,906,535
Segment assets	70,400,502	48,218,292
Segments \| Other
Segment Information
External revenues	304,388	225,138
Depreciation and intangible assets amortization	956,187
Cost of goods and services		(280,222)
Gross profit		(55,084)
Intangible assets amortization		585
Depreciation		637,492
Segment pre tax profit	(45,171,579)
Segment profit		(16,955,664)
Segment assets	$ 59,413,784	$ 107,096,552

Subsequent events (Details) - Subsequent Event - Smoke Holdco, LLC	Jan. 25, 2023 USD ($) item
Subsequent events
Number of retail and medical marijuana stores acquired \| item	2
Aggregate consideration	$ 7,500,000
Consideration paid in cash	3,750,000
Equity consideration transferred	3,150,000
Equity additional consideration transferred	600,000
Deposit of purchase price	$ 150,000