0001558370-23-014456 | 10-Q | XBRL Viewer | Medicine MAN Technologies INC

Derivative Liability (Tables)

6 Months Ended

Jun. 30, 2023

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


Balance as of January 1, 2022	$	34,923,013
Loss on derivative liability		(18,414,760)
Balance as of December 31, 2022	$	16,508,253
Loss on derivative liability		(8,501,685)
Balance as of March 31, 2023	$	8,006,568
Loss on derivative liability		(1,468,083)
Balance as of June 30, 2023	$	6,538,485

Goodwill Accounting

6 Months Ended

Jun. 30, 2023

Goodwill Accounting

Goodwill Accounting

8.Goodwill Accounting

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


	Retail		Wholesale		Other		Total

Balance as of January 1, 2023	$	52,583,794	$	7,219,936	$	34,801,571	$	94,605,301
Goodwill acquired during the period		13,592,071		—		—		13,592,071
Measurement-period adjustment to prior year acquisition		(3,444,242)		—		(28,785,000)		(32,229,242)
Balance as of June 30, 2023	$	62,731,623		7,219,936	$	6,016,571	$	75,968,130

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 during 2022. No

such impairment existed as of June 30, 2023. Impairment is recorded when the carrying values of the reporting units exceed the estimated fair value.


	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 the period		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		—	(8,536,080)		(3,183,226)		(11,719,306)
Balance as of December 31, 2022	$	52,583,794	7,219,936	$	34,801,571	$	94,605,301

Segment Information (Details)	3 Months Ended		6 Months Ended
Segment Information (Details)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($)
Segment Information
Number of identifiable segments \| segment			3
External revenues	$ 42,375,100	$ 44,263,392	$ 82,376,036	$ 76,040,946
Intangible assets amortization	3,520,096	2,138,846	8,690,955	4,277,693
Depreciation	1,127,374	821,757	2,107,912	1,223,706
Segment profit	(6,607,524)	33,840,983	(4,862,202)	7,062,281
Segments
Segment Information
External revenues	42,375,100	44,263,392	82,376,036	76,040,946
Depreciation and intangible assets amortization	4,647,470	2,972,681	10,798,867	5,501,400
Segment profit	(1,464,965)	33,840,983	4,942,535	7,062,281
Segment assets	368,958,912	318,147,981	368,958,912	318,147,981
Segments \| Retail
Segment Information
External revenues	38,098,957	38,138,799	73,919,068	64,664,515
Depreciation and intangible assets amortization	3,352,140	2,582,418	7,256,992	4,300,271
Segment profit	16,328,349	16,462,794	27,726,704	20,224,737
Segment assets	211,786,685	188,903,224	211,786,685	188,903,224
Segments \| Wholesale
Segment Information
External revenues	4,274,483	6,080,843	8,333,408	11,288,231
Depreciation and intangible assets amortization	977,849	163,580	2,703,500	748,618
Segment profit	(256,865)	93,131	(922,432)	(328,733)
Segment assets	111,562,598	64,211,139	111,562,598	64,211,139
Segments \| Other
Segment Information
External revenues	1,660	43,750	123,560	88,200
Depreciation and intangible assets amortization	317,481	226,683	838,375	452,511
Segment profit	(17,536,449)	17,285,058	(21,861,737)	(12,833,723)
Segment assets	$ 45,609,629	$ 65,033,618	$ 45,609,629	$ 65,033,618

Earnings per share (Basic and Dilutive) - Reconciliation of Numerator and Denominator used in Basic and Diluted EPS Calculations (Details) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Numerator:
Net income (loss)	$ (6,607,524)		$ 33,840,983	$ (4,862,202)	$ 7,062,281
Less: Accumulated preferred stock dividends for the period	(2,353,883)		(1,766,575)	(4,383,277)	(3,510,019)
Net income (loss) attributable to common stockholders	$ (8,961,407)		$ 32,074,408	$ (9,245,479)	$ 3,552,262
Denominator:
Weighted-average shares of common stock	60,538,317		49,178,494	57,999,461	49,178,494
Basic earnings (loss) per share	$ (0.15)		$ 0.65	$ (0.16)	$ 0.07
Add: Investor note accrued interest	$ 421,512			$ 843,026
Add: Investor note amortized debt discount	2,088,386			4,088,319	$ 3,590,017
Less: Loss on derivative liability related to investor note	(1,468,083)	$ (8,501,685)		(9,969,768)		$ (18,414,760)
Net income (loss) attributable to common stockholders - dilutive	$ (7,919,592)		$ 32,074,408	$ (14,283,902)	$ 3,552,262
Dilutive effect of investor notes	45,772,777			47,340,185
Dilutive effect of warrants			1,483,994		1,483,994
Dilutive effect of options			1,114,415		1,114,415
Dilutive effect of preferred stock			81,704,765		81,704,765
Dilutive weighted-average shares of common stock	106,311,094		133,481,667	105,339,646	133,481,667
Dilutive earnings (loss) per share	$ (0.07)		$ 0.24	$ (0.14)	$ 0.03

Organization and Nature of Operations

6 Months Ended

Jun. 30, 2023

Organization and Nature of Operations

Organization and Nature of Operations

1.Organization and Nature of Operations

Medicine Man Technologies, Inc. (“we,” “us,” “our” or the “Company”) was incorporated in Nevada on March 20, 2014. On May 1, 2014, the Company entered into an exclusive Technology License Agreement with Futurevision, Inc. f/k/a Medicine Man Production Corp. d/b/a Medicine Man Denver (“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. The Company’s common stock is listed for trading in the United States on the OTCQX Best Market under the symbol “SHWZ” and also listed for trading in Canada on the NEO Exchange under the symbol “SHWZ.”

The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These unaudited interim consolidated financial statements include all the adjustments, which in the opinion of management, are necessary to present a fair presentation of the Company’s financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2022, and 2021, as presented in the Company’s Annual Report on Form 10-K filed on March 29, 2023 with the SEC. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net earnings and financial position.

Debt - Indebtedness (Details) - USD ($)	Jun. 01, 2023	Feb. 07, 2022	Dec. 03, 2021	Feb. 26, 2021	Dec. 17, 2020	Jun. 30, 2023	Jun. 15, 2023	Dec. 31, 2022	Feb. 08, 2022	Jul. 28, 2021
Debt Instrument [Line Items]
Less: unamortized debt issuance costs						$ (5,760,669)		$ (6,603,695)
Less: unamortized debt discount						(36,904,857)		(40,993,176)
Total long term debt						155,445,144		127,771,520
Less: current portion of long term debt						(6,583,334)		(2,250,000)
Long term debt and unamortized debt issuance costs						148,861,810		125,521,520
Everest
Debt Instrument [Line Items]
Interest rate (as percentage)	5.00%
Standing Akimbo, LLC
Debt Instrument [Line Items]
Principal amount							$ 4,000,000
Term Loan
Debt Instrument [Line Items]
Original issue discount						14,250,000		15,000,000
Principal amount				$ 10,000,000						$ 5,000,000
Interest rate (as percentage)				15.00%
Interest payable in cash				Jun. 01, 2023
Seller Notes
Debt Instrument [Line Items]
Original issue discount						44,250,000		44,250,000
Seller Notes \| Star Buds
Debt Instrument [Line Items]
Principal amount					$ 44,250,000	44,250,000		44,250,000
Interest rate (as percentage)					12.00%
Interest payable in cash					Dec. 17, 2025
Investor Note
Debt Instrument [Line Items]
Original issue discount						101,110,670		99,118,391
Principal amount			$ 95,000,000
Interest rate (as percentage)			13.00%
Interest payable in cash (as percentage)			9.00%
Accreting interest rate to principal amount (as percentage)			4
Nuevo Note 2022
Debt Instrument [Line Items]
Original issue discount						17,000,000		$ 17,000,000
Nuevo Note 2022 \| Nuevo Holding LLC
Debt Instrument [Line Items]
Principal amount		$ 17,000,000							$ 17,000,000
Interest rate (as percentage)		5.00%							5.00%
Interest payable in cash		Feb. 07, 2025
Everest Note [Member]
Debt Instrument [Line Items]
Original issue discount						17,500,000
Everest Note [Member] \| Everest
Debt Instrument [Line Items]
Original issue discount	$ 1,250,000
Principal amount	$ 17,500,000						17,500,000
Interest rate (as percentage)	5.00%
Interest payable in cash	Aug. 30, 2023
Akibbo Note
Debt Instrument [Line Items]
Original issue discount						$ 4,000,000
Akibbo Note \| Standing Akimbo, LLC
Debt Instrument [Line Items]
Principal amount							$ 4,000,000
Interest rate (as percentage)							5.00%

Property and Equipment - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
Property and Equipment - Narrative (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property and Equipment.
Depreciation	$ 1,127,374	$ 821,757	$ 2,107,912	$ 1,223,706

Stockholders' Equity - Unvested RSU awards (Details) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Shares
Granted \| shares	1,600,000
Vested \| shares	(400,000)
Unvested shares \| shares	1,200,000
Weighted-Average Grant Date Fair Value
Granted \| $ / shares	$ 1.03
Vested \| $ / shares	1.03
Unvested shares \| $ / shares	$ 1.03

Leases - Maturities of Lease Liabilities (Details)	Jun. 30, 2023 USD ($)
Leases
2023	$ 39,361,669
Less: Interest	13,178,774
Present value of lease liabilities	$ 26,182,895

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt

Schedule of debt


	June 30,		December 31,
	2023		2022

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.	$	14,250,000	$	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.		101,110,670		99,118,391

Nuevo 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		17,000,000

Everest note dated June 1, 2023 in the original amount of $17,500,000. Interest of 5% per annum, due quarterly. Principal payments begin August 30, 2023.		17,500,000		—

Akimbo Deferred Purchase Price effective June 15, 2023 in the original amount of $4,000,000. Imputed interest of 5% per annum, due quarterly. Principal payments begin July 15, 2023.		4,000,000		—

Less: unamortized debt issuance costs		(5,760,669)		(6,603,695)
Less: unamortized debt discount		(36,904,857)		(40,993,176)

Total long term debt		155,445,144		127,771,520
Less: current portion of long term debt		(6,583,334)		(2,250,000)

Long term debt and unamortized debt issuance costs	$	148,861,810	$	125,521,520

Schedule of Maturities of Long-term Debt


			Unamortized
	Principal		Debt Issuance		Unamortized		Net Long
	Payments		Costs		Debt Discount		Term Debt
2023		5,500,000		843,023		4,435,174		221,803
2024		5,500,000		1,686,049		9,734,935		(5,920,984)
2025		27,624,655		1,686,049		11,057,799		14,880,807
2026		146,583,106		1,545,548		11,676,949		133,360,609
2027		12,902,909		—		—		12,902,909
Total	$	198,110,670	$	5,760,669	$	36,904,857	$	155,445,144

Related Party Transactions (Details)																							1 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
Related Party Transactions (Details)	Jun. 13, 2023 USD ($)	Jun. 12, 2023	May 27, 2023 USD ($)	May 24, 2023 installment shares	May 03, 2023 USD ($) shares	Apr. 05, 2023 USD ($) shares	Sep. 22, 2022 USD ($) shares	Jun. 24, 2022 shares	Jun. 14, 2022 USD ($) shares	May 04, 2022 USD ($) shares	Dec. 07, 2021 USD ($)	Dec. 03, 2021 USD ($)	Mar. 30, 2021 shares	Mar. 02, 2021 USD ($) item shares	Feb. 26, 2021 USD ($) $ / shares shares	Feb. 25, 2021 shares	Feb. 03, 2021 USD ($) shares	Dec. 22, 2020 shares	Dec. 18, 2020 USD ($) shares	Dec. 17, 2020 USD ($)	Dec. 16, 2020 USD ($) shares	Jun. 05, 2019 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($) shares	Mar. 30, 2021 USD ($) shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 $ / shares shares	Mar. 14, 2021	Nov. 16, 2020 $ / shares
Related Party Transaction [Line Items]
Payments to acquire businesses																											$ 15,834,378	$ 56,875,923
stock options granted \| shares																											3,340,000
Restricted stock units
Related Party Transaction [Line Items]
stock unit granted \| shares																											1,600,000
Star Buds
Related Party Transaction [Line Items]
Stock issued for acquisition placed in escrow, value \| shares														5,531,250
Business Combination, Consideration Transferred														$ 118,000,000
Payments to acquire businesses														44,250,000
Deferred cash														$ 44,250,000
Equity interest held in escrow (in shares) \| shares																											944
Initial lease term (in years)														3 years
Star Buds \| Niwot Lease
Related Party Transaction [Line Items]
Monthly rent payment																			$ 6,779
Rent payment																			$ 244,044
Investor Notes
Related Party Transaction [Line Items]
Interest rate (as percentage)											13.00%	13.00%
Interest payable in cash (as percentage)											9.00%	9.00%
Interest rate												2.00%
Face amount												$ 95,000,000
Seller Notes
Related Party Transaction [Line Items]
Outstanding debt amount																								$ 44,250,000			$ 44,250,000		$ 44,250,000
Seller Notes \| Star Buds
Related Party Transaction [Line Items]
Interest rate (as percentage)																				12.00%
Face amount																				$ 44,250,000				44,250,000			44,250,000		44,250,000
Interest paid																								$ 1,327,500	$ 1,082,694		$ 2,655,000	$ 2,165,387
Preferred Stock \| Star Buds \| Series A Preferred Stock
Related Party Transaction [Line Items]
Shares consideration issued (in shares) \| shares														29,506
Issuance of stock as payment for acquisitions, shares \| shares														25,078
Equity interest held in escrow (in shares) \| shares														4,428
Common Stock
Related Party Transaction [Line Items]
Issuance of stock as payment for acquisitions, shares \| shares																								14,992,354	1,712,874		14,992,354	9,742,204
Warrants \| Star Buds
Related Party Transaction [Line Items]
Purchase price (in dollars per share) \| $ / shares																														$ 1.20
Stock issued for acquisition placed in escrow, value \| shares																														5,531,250
SBUD LLC \| Star Buds
Related Party Transaction [Line Items]
Rent payment																								$ 142,938	$ 285,876		$ 142,938	$ 285,876
Number of option for lease renewal \| item														2
Lease renewal term (in years)														3 years
SBUD LLC \| Star Buds \| Pueblo West Lease, Lakeside Lease, and Commerce City Lease
Related Party Transaction [Line Items]
Monthly rent payment																				5,000
Rent payment																				$ 180,000
SBUD LLC \| Star Buds \| Arapahoe Lease
Related Party Transaction [Line Items]
Monthly rent payment														$ 12,367
Rent payment														445,212
SBUD LLC \| Star Buds \| Aurora Lease
Related Party Transaction [Line Items]
Monthly rent payment														6,250
Rent payment														$ 225,000
SBUD LLC \| Star Buds \| Brighton Lease [Member]
Related Party Transaction [Line Items]
Monthly rent payment																	$ 7,250
Rent payment																	$ 261,000
Securities Purchase Agreement \| Investor Notes
Related Party Transaction [Line Items]
Interest rate (as percentage)											13.00%
Interest payable in cash (as percentage)											9.00%
C R W Capital LLC \| Common Stock \| Minimum
Related Party Transaction [Line Items]
Ownership interest (as percentage)															5.00%
Dye Capital \| Convertible Promissory Note and Security Agreement [Member]
Related Party Transaction [Line Items]
Face amount																					$ 5,000,000
Debt converted, amount converted															$ 5,000,000
Debt interest amount converted															$ 60,250
Shares issued on conversion of debt (in shares) \| shares															5,060
Cash paid on conversion of debt															$ 230.97
Dye Cann I \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Percentage of warrants to purchase common stock																						100.00%
Purchase price (in dollars per share) \| $ / shares																						$ 3.50
Stock issued for acquisition placed in escrow, value \| 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
Share price (in dollars per share) \| $ / shares																						$ 2.00
Proceeds from sale of equity																						$ 3,000,000
Dye Cann I \| Securities Purchase Agreement \| Common Stock \| Minimum
Related Party Transaction [Line Items]
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 II \| Securities Purchase Agreement \| Preferred Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares													4,000	2,500		1,300	3,100	1,300	1,450		7,700					21,350
Share price (in dollars per share) \| $ / shares																																$ 1,000
Proceeds from sale of equity																										$ 21,350,000
Tella Digital
Related Party Transaction [Line Items]
Costs and expenses to related party																								$ 119,288	$ 98,588		290,496	$ 382,622
CRW \| Preferred Stock
Related Party Transaction [Line Items]
Share price (in dollars per share) \| $ / shares															$ 1,000
Proceeds from sale of equity															$ 25,350,000
CRW \| Preferred Stock \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Stock issued new, shares \| shares															25,350
CRW \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Monitoring fee															$ 150,000
Payment of monitoring fee																											0		25,000
Monitoring fee per month															$ 12,500												$ 0		$ 25,000
CRW \| Securities Purchase Agreement \| Preferred Stock \| Series A Preferred Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares															25,350
Share price (in dollars per share) \| $ / shares															$ 1,000
Proceeds from sale of equity															$ 25,350,000
Cozad Investments, L.P. \| Securities Purchase Agreement \| Investor Notes
Related Party Transaction [Line Items]
Note receivable balance											$ 245,000
Face amount											$ 250,000
Mr Cozad \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares						50,971			22,728	40,463
Number of shares issued, Value						$ 52,500			$ 35,001	$ 70,001
Rubin Revocable Trust \| Securities Purchase Agreement \| Investor Notes
Related Party Transaction [Line Items]
Interest rate (as percentage)											13.00%
Interest payable in cash (as percentage)											9.00%
Note receivable balance											$ 98,000
Face amount											$ 100,000
Marc Rubin \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Stock issued new, shares \| shares						69,125
Number of shares issued, Value						$ 71,200
Marc Rubin \| C R W Capital LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)															50.00%
Brian Ruden \| Star Buds
Related Party Transaction [Line Items]
Stock issued for acquisition placed in escrow, value \| shares														1,715,936
Brian Ruden \| Seller Notes \| Star Buds
Related Party Transaction [Line Items]
Interest rate (as percentage)														31.00%
Brian Ruden \| C R W Capital LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)																															50.00%
Jeffrey Garwood \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares						50,971			22,728	40,463
Number of shares issued, Value						$ 52,500			$ 35,001	$ 70,001
Jeffrey Garwood \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Interest payable in cash (as percentage)											9.00%
Interest rate											13.00%
Note receivable balance											$ 294,000
Face amount											$ 300,000
Pratap Mukharji \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares						50,971			22,728	40,463
Number of shares issued, Value						$ 52,500			$ 35,001	$ 70,001
Pratap Mukharji \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Interest payable in cash (as percentage)											9.00%
Interest rate											13.00%
Note receivable balance											$ 196,000
Face amount											$ 200,000
Paul Montalbano \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares						50,971			22,728	40,463
Number of shares issued, Value						$ 52,500			$ 35,001	$ 70,001
Bradley Stewart \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares					13,825	13,825
Number of shares issued, Value					$ 14,240	$ 14,240
Jonathan Berger \| Common Stock
Related Party Transaction [Line Items]
Stock issued new, shares \| shares					12,136	50,971	102,355	19,085	70,001	40,463
Number of shares issued, Value					$ 12,500	$ 52,500	$ 100,000		$ 35,001	$ 22,728													$ 25,001
Salim Wahdan \| Star Buds
Related Party Transaction [Line Items]
Stock issued for acquisition placed in escrow, value \| shares														193,929
Salim Wahdan \| Seller Notes \| Star Buds
Related Party Transaction [Line Items]
Interest rate (as percentage)														3.50%
Lakewood Landlord \| Loans to Purchase Property for Lease \| Dye Capital LLLP
Related Party Transaction [Line Items]
Amount of transaction	$ 2,300,000
Lakewood Landlord \| Lease Agreement
Related Party Transaction [Line Items]
Monthly rent payment	$ 22,649
Lease term		5 years
Board of directors \| Chair Agreement \| Mr. Dye
Related Party Transaction [Line Items]
Amount of annual Compensation			$ 300,000
Termination fee payable.			$ 350,000
stock option awards vested and outstanding \| shares																								2,000,000			2,000,000
Chief executive officer \| Mr. Krishnamurthy \| Restricted stock units
Related Party Transaction [Line Items]
stock unit granted \| shares				1,600,000
Chief executive officer \| Chief executive officer agreement \| Mr. Krishnamurthy
Related Party Transaction [Line Items]
stock options granted \| shares				800,000
Vesting period (in years)				4 years
Chief executive officer \| Chief executive officer agreement \| Mr. Krishnamurthy \| Restricted stock units
Related Party Transaction [Line Items]
Number of installments \| installment				4

Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Information

Schedule of information represents segment activity

The following information represents segment activity as of and for the three and six months ended June 30, 2023:


	For The Three Months Ended
	30-Jun-23
	Retail		Wholesale		Other		Total
External revenues	$	38,098,957	$	4,274,483	$	1,660	$	42,375,100
Depreciation and Intangible assets amortization		3,352,140		977,849		317,481		4,647,470
Segment profit		16,328,349		(256,865)		(17,536,449)		(1,464,965)
Segment assets		211,786,685		111,562,598		45,609,629		368,958,912


	For The Six Months Ended
	30-Jun-23
	Retail		Wholesale		Other		Total
External Revenues		73,919,068		8,333,408		123,560		82,376,036
Depreciation and Intangible assets amortization		7,256,992		2,703,500		838,375		10,798,867
Segment profit		27,726,704		(922,432)		(21,861,737)		4,942,535
Segment assets		211,786,685		111,562,598		45,609,629		368,958,912

The following information represents segment activity as of and for the three and six months ended June 30, 2022:


	For The Three Months Ended
	30-Jun-22
	Retail		Wholesale		Other		Total
External Revenues		38,138,799		6,080,843		43,750		44,263,392
Depreciation and Intangible assets amortization		2,582,418		163,580		226,683		2,972,681
Segment profit		16,462,794		93,131		17,285,058		33,840,983
Segment assets		188,903,224		64,211,139		65,033,618		318,147,981


	For The Six Months Ended
	30-Jun-22
	Retail		Wholesale		Other		Total
External Revenues	$	64,664,515	$	11,288,231	$	88,200	$	76,040,946
Depreciation and Intangible assets amortization		4,300,271		748,618		452,511		5,501,400
Segment profit		20,224,737		(328,733)		(12,833,723)		7,062,281
Segment assets		188,903,224		64,211,139		65,033,618		318,147,981

Commitments and Contingencies (Details) - Everest Apothecary, Inc. $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Earn out payments	$ 2.5
Term on acquisition	12 months
Maximum
Restructuring Cost and Reserve [Line Items]
Earn out payments	$ 8.0

Derivative Liability

6 Months Ended

Jun. 30, 2023

Derivative Liability

Derivative Liability

10.Derivative Liability

Investor Note

On December 3, 2021, the Company and its subsidiaries, as guarantors (the “Subsidiary Guarantors”) entered into a Securities Purchase Agreement with 31 accredited investors (the “Investor Note”) 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 between the Company, the Subsidiary Guarantors, Chicago Atlantic Admin, LLC, as collateral agent, and Ankura Trust Company, LLC, as trustee (as may be supplemented and/or amended from time to time, the “Indenture”). The Company received net proceeds of approximately $92,000,000 at the closing, after deducting a commission to the placement agent and estimated offering

expenses associated with the private placement payable by the Company. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted pursuant to the Indenture. The Investor Notes bear interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Investor Notes were subject to an annual interest rate of 9%, with the remainder of the accrued interest payable as an increase to the principal amount of the Investor Notes.

A reconciliation of the beginning and ending balances of the derivative liabilities for the periods ended June 30, 2023 and December 31, 2022 were as follows:


Balance as of January 1, 2022	$	34,923,013
Loss on derivative liability		(18,414,760)
Balance as of December 31, 2022	$	16,508,253
Loss on derivative liability		(8,501,685)
Balance as of March 31, 2023	$	8,006,568
Loss on derivative liability		(1,468,083)
Balance as of June 30, 2023	$	6,538,485

The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities. In accordance with GAAP, a contract to issue a variable number of equity shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognized in the consolidated statements of operations at each period-end. The Company utilizes a Monte Carlo simulation in determining the appropriate fair value. The derivative liability will ultimately be converted into the Company’s equity when the Investor Notes are converted or will be extinguished on the repayment of the Investor Notes. The derivative liability will not result in the outlay of any additional cash by the Company. Upon initial recognition, the Company recorded a derivative liability and debt discount of $16,508,253 in relation to the derivative liability portion of the Investor Notes. The Company recorded expenses related to amortization of the debt discount of $2,088,386 and $4,088,319 for the three and six months ended June 30, 2023 respectively, and $1,833,844 and $3,590,017 for the three and six months ended June 30, 2022, respectively.

Leases (Details)	Jun. 30, 2023
Minimum
Weighted average lease discount rate	6.00%
Maximum
Weighted average lease discount rate	12.00%
Lessee, Operating Lease, Remaining Lease Term	10 years

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions.

Related Party Transactions

16.Related Party Transactions

Transactions with Jonathan Berger

On April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Berger as compensation for service on the Board. On May 3, 2023, the Company issued 12,136 shares of Common Stock valued at $12,500 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.

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

Transactions with Jeffrey Cozad and Entities Affiliated with Jeffrey Cozad

On February 26, 2021, the Company entered into a Securities Purchase Agreement (the “CRW SPA”) with CRW pursuant to which 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. 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 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 $150,000 in monthly installments of $12,500. The Company paid CRW a monitoring fee of $25,000 during 2022 and $0 monitoring fees during 2023. On March 14, 2021, the Board appointed Jeffrey A. Cozad as a director to fill a vacancy on the Board. Mr. Cozad is a co-manager and owns 50% of CRW Capital, LLC, and he shares voting and disposition power over the shares of Series A Preferred Stock held by CRW with Mr. Rubin. 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 the majority owner of Cozad Investments, L.P, and a member of the Board.

On April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Cozad as compensation for service on the Board. On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock valued at $70,001 and 22,728 shares of Common Stock valued at $35,001, respectively, to Mr. Cozad as compensation for service on the Board.

Transactions with Justin Dye and Entities Affiliated with Justin Dye

The Company has participated in several transactions involving Dye Capital, Dye Capital Cann Holdings, LLC (“Dye Cann I”), Dye Capital Cann Holdings II, LLC (“Dye Cann II”), and Dye Capital LLLP (“Dye LLLP”). Justin Dye, the Company’s former Chief Executive Officer, current Chairman of the Board, and one of the largest beneficial owners of Common Stock and Preferred Stock, controls Dye LLLP and 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 two individuals for election or appointment to the Company’s board of directors (the “Board”) and Board observer rights. Further, under the Dye Cann I SPA, until June 5, 2022, if the Company desires to pursue debt or equity financing, the Company must first give Dye Cann I an opportunity to provide a proposal to the Company with the terms upon which Dye Cann I would be willing to provide or secure such financing. If the Company does not accept Dye Cann I’s proposal, the Company may pursue such debt or equity financing from other sources but Dye Cann I has a right to participate in such financing to the extent required to enable Dye Cann I to maintain the percentage of Common Stock (on a fully-diluted basis) that it then owns, in the case of equity securities, or, in the case of debt, a pro rata portion of such debt based on the percentage of Common Stock (on a fully-diluted basis) that it then owns. The warrants granted to Dye Cann I pursuant to the Dye Cann I SPA expired on June 5, 2022.

The Company entered into a Securities Purchase Agreement (as amended, the “Dye Cann II SPA”) with Dye Cann II on November 16, 2020 pursuant to which the Company agreed to sell to Dye Cann II shares of Preferred Stock in one or more tranches at a price of $1,000 per share. The 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, 1,300 shares of Preferred Stock on February 25, 2021, 2,500 shares of Preferred Stock on March 2, 2021 and 4,000 shares of Preferred Stock on March 30, 2021. As a result, the Company issued and sold an aggregate of 21,350 shares of Preferred Stock to Dye Cann II for aggregate gross proceeds of $21,350,000.

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

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

On May 27, 2023, the Company entered into an agreement with Mr. Dye to provide for the compensation of Mr. Dye as the Chairman of the Board (the “Chair Agreement”). The Chair Agreement provides that Mr. Dye will be entitled to annual compensation in the amount of $300,000, payable at the option of Mr. Dye in cash, common stock, or restricted stock units. The Company will pay the compensation owed pursuant to the Chair Agreement semi-annually in accordance with the Company’s director compensation policy and schedule. The next payment is scheduled to occur on or around September 1, 2023. The Chair Agreement also contains a termination fee of $350,000, payable in cash, for which the Company will be liable in the event Mr. Dye is terminated as Chair of the Board other than for Cause (as defined in the Chair Agreement) on or before May 27, 2024. Pursuant to the Chair Agreement, the Company also accelerated the last vesting period of Mr. Dye’s outstanding stock option award granted in December 2019, and Mr. Dye has 2,000,000 stock option awards vested and outstanding as of June 30, 2023.

On June 13, 2023, Dye Capital LLLP, an entity owned by Mr. Dye, indirectly provided a loan in the amount of approximately $2.3 million to Lakewood Wadsworth Partners, LLC (“Lakewood Landlord”) to acquire property in the Lakewood neighborhood of Denver, Colorado for the purpose of leasing such property to the Company. The Company is

obligated to make monthly rental payments of $22,649 for the first five years of the lease term to Lakewood Landlord, and such rental payments will be used to pay down the loan. Rental payments pursuant to this lease commence in the third quarter of 2023.

We also acquire certain advertising and marketing services from Tella Digital, an on-premises digital experience solution, of which Mr. Dye is a partial owner and Chairman of the board of directors. For the periods ended June 30, 2023, the Company recorded expenses of $119,288 and $290,496, respectively, with Tella Digital, as compared to $98,588 and $382,622 for the same periods in 2022.

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 April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Garwood as compensation for service on the Board. On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock valued at $70,001 and 22,728 shares of Common Stock valued at $35,001, respectively, to Mr. Garwood, as compensation for service on the Board.

Transactions with Entities Affiliated with Nirup Krishnamurthy

We acquire certain advertising and marketing services from Tella Digital, an on-premises digital experience solution, of which Mr. Krishnamurthy is a partial owner. For the periods ended June 30, 2023, the Company recorded expenses of $119,288 and $290,496, respectively, with Tella Digital, as compared to $98,588 and $382,622 for the same periods in 2022.

On May 24, 2023, the Company entered into an Amended and Restated Employment Agreement with Mr. Krishnamurthy following his appointment as Chief Executive Officer (the “CEO Agreement”). Pursuant to the CEO Agreement, the Company granted Mr. Krishnamurthy an additional 800,000 stock options and 1,600,000 restricted stock units under the Equity Plan. The stock options vest in equal installments over four years starting on the first anniversary of the effective date of the CEO Agreement, and the restricted stock units vest in four equal installments, with the first tranche vesting immediately upon execution of the CEO Agreement and the remainder to vest on each anniversary of the effective date of the CEO Agreement.

Transactions with Paul Montalbano

On April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Montalbano as compensation for service on the Board. On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock valued at $70,001 and 22,728 shares of Common Stock valued at $35,001, respectively, to Mr. Montalbano, as compensation for service on the Board.

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 April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Mukharji as compensation for service on the Board. On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of

Common Stock valued at $70,001 and 22,728 shares of Common Stock valued at $35,001, respectively, to Mr. Mukharji, as compensation for service on the Board.

Transactions with Marc Rubin and Entities Affiliated with Marc Rubin

On February 26, 2021, the Company entered into the CRW SPA with CRW, of which Marc Rubin is a beneficial owner. Pursuant to the CRW SPA, the Company issued and sold 25,350 shares of Series A Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of the Company’s common stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock under the CRW SPA. Effective February 4, 2022, the Company registered the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock on a Form S-3. Also on February 26, 2021, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Series A Preferred Stock beneficially held by CRW on the applicable date on an as-converted-to-common-stock basis divided by the total number of shares of common stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for common stock at the time of determination). Further, under the letter agreement, the Company paid CRW Capital, LLC, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $25,000 in 2022 and $0 monitoring fees in 2023. Mr. Rubin is a co-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 with Mr. Cozad.

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 and a member of the Board. In October 2022, the Board appointed Mr. Rubin as a director to fill a vacancy on the Board.

On April 5, 2023, the Company issued 69,125 shares of Common Stock valued at $71,200 to Mr. Rubin as compensation for service on the Board.

Transactions with Bradley Stewart

On April 5, 2023 and May 3, 2023, the Company issued 13,825 shares of Common Stock valued at $14,240 on each date to Mr. Stewart as compensation for service on the Board.

Transactions with Star Buds Parties

The Company has participated in several transactions involving entities owned or affiliated with one or more of its former directors 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 (ii) Salim Wahdan, a former director of the Company as of March 2023 (hereinafter referred to as the “Star Buds Affiliates”). Both Brian Ruden and Salim Wahdan had an ownership stake in the Star Buds companies acquired by the Company between December 2020 and March 2021.

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 Series A 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 interests in the seller notes is as follows: (i) Brian Ruden: 31% and (ii) Salim Wahdan: 3.5%. The Company issued warrants to purchase an aggregate of (i) 1,715,936 shares of common stock to Mr. Ruden and (ii) 193,929 shares of commons stock to Mr. Wahdan.

As of June 30, 2023 December 31, 2022, the Company owed an aggregate principal amount of $44,250,000 under the seller notes and held 944 shares of Series A Preferred Stock in escrow as collateral for potential indemnification obligations pursuant to the applicable purchase agreements. The Company paid $1,327,500 and $2,655,000 in interest pursuant to the seller notes for the three and six months ended June 30, 2023, respectively, and $1,082,694 and $2,165,387 for the three and six months ended June 30, 2022. The Company has not paid any principal as of June 30, 2023 and December 31, 2022.

In connection with acquiring the Star Buds assets the Company also assumed and acquired a number of leases for which one or 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 44th 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 (“Pueblo West Lease”). The leases with Colorado Real Estate Holdings LLC (“Niwot Lease”) and 5844 Ventures LLC (“Commerce City Lease”) are for the Company’s Niwot and Commerce City Star Buds location, respectively, and were effective on December 18, 2020. The lease with 5238 W 44th LLC is for the Company’s Lakeside Star Buds location and was effective on February 3, 2021 (“Lakeside Lease”). The lease with 4690 Brighton Blvd LLC is for the Company’s Brighton store in north Denver and was effective on February 3, 2021 (“Brighton Lease”). The leases with 14655 Arapahoe LLC (“Arapahoe Lease”) and Montview Real Estate LLC (“Aurora Lease”) are for the Company’s Arapahoe and Aurora locations, respectively, and were effective on March 2, 2021. The Pueblo West Lease, Lakeside Lease, and Commerce City Lease each provide for a monthly rent payment of $5,000 with an aggregate of $180,000 during the initial term of the leases. The Niwot Lease provides for a monthly rent payment of $6,779 with an aggregate of $244,044 during the initial term of the lease. The Arapahoe Lease provides for a monthly rent payment of $12,367 with an aggregate of $445,212 during the initial term of the lease. The Aurora Lease provides for a monthly rent of $6,250 with an aggregate of $225,000 during the initial term of the lease. The Brighton Lease provides for a monthly rent payment of $7,250 with an aggregate of $261,000 during the initial term of the lease. SBUD LLC made aggregate rental payments pursuant to these leases of $142,938 and $285,876 for the three and six months ended June 30, 2023 and 2022 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 (“Star Brands”) under which Star Brands 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. On June 15, 2023, the Company entered into a Licensing Agreement with Star Brands pursuant to which Star Brands licenses additional trademarks to the Company for the exclusive right to sell such licensed products in New Mexico (the “Star Brands Agreement”). Pursuant to the Star Brands Agreement, the Company is required to make quarterly payments to Star Brands for use of such exclusive license. The Company has not made any payments pursuant to the Star Brands Agreement as of June 30, 2023. Mr. Ruden is a partial owner of Star Brands.

In connection with the Star Buds Acquisitions, the Company granted Mr. Ruden and Naser Joudeh, another recipient of Preferred Stock from the Star Buds Acquisitions, the right to jointly designate two or three individuals for election or appointment to the Board, depending on the size of the Board and subject to ownership limitations.

Inventory

6 Months Ended

Jun. 30, 2023

Inventory

Inventory

5.Inventory

The Company’s inventory consists of the following as of June 30, 2023 and December 31, 2022:


		June 30, 2023		December 31, 2022
Raw Materials	$	2,310,920	$	2,325,482
Work in Process		13,194,868		14,504,490
Finished Goods		18,315,494		5,724,210
Total Inventories	$	33,821,282	$	22,554,182

As of June 30, 2023 and December 31, 2022, the Company did not recognize any adjustment to net realizable value within its inventory.

Intangible Asset - Intangible Asset (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 193,874,422	$ 124,017,580
Accumulated Amortization	(24,981,817)	(16,290,862)
License Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	178,840,122	111,491,280
Accumulated Amortization	(18,836,324)	(12,154,237)
Tradename
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,771,500	6,021,500
Accumulated Amortization	(2,944,839)	(1,862,242)
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,150,000	5,150,000
Accumulated Amortization	(1,842,262)	(1,474,405)
Non-compete
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,023,000	1,265,000
Accumulated Amortization	(1,320,977)	(765,556)
Product License and Registration
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	57,300	57,300
Accumulated Amortization	(23,693)	(21,783)
Trade Secret
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	32,500	32,500
Accumulated Amortization	$ (13,722)	$ (12,639)

Stockholders' Equity - Warrant Activity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Offsetting Assets [Line Items]
Weighted Average Exercise Price	$ 1.91	$ 2.13
Warrants
Offsetting Assets [Line Items]
Warrants outstanding, beginning balance	7,218,750
Warrants forfeited/expired	(187,500)
Warrants outstanding, ending balance	7,031,250	7,218,750
Weighted Average Exercise Price	$ 1.67	$ 1.76
Weighted Average Remaining Contractual Life	2 years 7 months 17 days	2 years 8 months 26 days

Business Combinations - Unaudited Pro Forma Financial Informations (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Pro forma financial information
Pro forma revenue	$ 45,489,903	$ 51,018,372	$ 91,528,065	$ 85,537,479	$ 181,818,767
Total pro forma net income	$ (6,783,246)	$ 35,544,920	$ (4,561,301)	$ 8,257,652	$ (16,920,270)
Effective tax rate	(351.04%)	11.52%	(198.00%)	44.51%
Interest expense on Everest note
Pro forma financial information
Interest rate (as percentage)	5.00%	5.00%	5.00%	5.00%
Income tax expense
Pro forma financial information
Interest rate (as percentage)					5.00%
Effective tax rate	28.60%		28.60%
Evergreen Holdco, LLC
Pro forma financial information
Pro forma revenue	$ 3,114,803	$ 6,754,980	$ 9,152,029	$ 9,496,533	$ 22,439,548
Pre- acquisition net income	350,830	2,461,303	1,967,236	2,477,250	3,878,250
Total pro forma adjustments	(526,822)	(757,366)	(1,666,335)	(1,281,879)	(2,330,905)
Total pro forma net income	(175,992)	1,703,937	300,901	1,195,371	1,547,345
Evergreen Holdco, LLC \| Transaction costs
Pro forma financial information
Total pro forma adjustments	232,853	(232,853)	232,853	(232,853)	(232,853)
Evergreen Holdco, LLC \| Interest expense on Everest note
Pro forma financial information
Total pro forma adjustments	(36,458)	(54,688)	(91,146)	(109,375)	(218,750)
Evergreen Holdco, LLC \| Depreciation and intangible amortization
Pro forma financial information
Total pro forma adjustments	(313,217)	(469,825)	(783,042)	(939,651)	(1,879,302)
Evergreen Holdco, LLC \| Income tax expense
Pro forma financial information
Total pro forma adjustments	(410,000)		(1,025,000)
Medicine Man Technologies, Inc.
Pro forma financial information
Pro forma revenue	42,375,100	44,263,392	82,376,036	76,040,946	159,379,219
Total pro forma net income	$ (6,607,254)	$ 33,840,983	$ (4,862,202)	$ 7,062,281	$ (18,467,615)

Notes Receivable

6 Months Ended

Jun. 30, 2023

Notes Receivable

Notes Receivable

4.Notes Receivable

On March 12, 2021, the Company sold equipment to Colorado Cannabis Company LLC (“Colorado Cannabis”). Colorado Cannabis is obligated to pay $215,000, payable in equal monthly installments for 18 months commencing 30 days from the date of taking possession of the equipment pursuant to the Purchase and Sale Agreement, dated January 29, 2021, between the Company and Colorado Cannabis. As of June 30, 2023 and December 31, 2022, the outstanding balance, including penalties for late payments, on the receivable from Colorado Cannabis totaled $0 and $11,944, respectively.

Derivative Liability - Narrative (Details)			3 Months Ended		6 Months Ended
Derivative Liability - Narrative (Details)	Dec. 07, 2021 USD ($)	Dec. 03, 2021 USD ($) item	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Original issue discount			$ 36,904,857		$ 36,904,857		$ 40,993,176
Amortization of debt discount			2,088,386		4,088,319	$ 3,590,017
Derivative Liability
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Original issue discount			16,508,253		16,508,253
Investor Notes
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Original issue discount		$ 1,900,000
Interest rate		2.00%
Number of accredited investors \| item		31
Aggregate purchase price		$ 93,100,000
Net proceeds	$ 92,000,000
Face amount		$ 95,000,000
Interest payable in cash (as percentage)	9.00%	9.00%
Percentage of investor note	13.00%	13.00%
Debt term	5 years	5 years
Amortization of debt discount			$ 2,088,386	$ 1,833,844	$ 4,088,319	$ 3,590,017

Goodwill Accounting (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill Accounting

Schedule of goodwill


	Retail		Wholesale		Other		Total

Balance as of January 1, 2023	$	52,583,794	$	7,219,936	$	34,801,571	$	94,605,301
Goodwill acquired during the period		13,592,071		—		—		13,592,071
Measurement-period adjustment to prior year acquisition		(3,444,242)		—		(28,785,000)		(32,229,242)
Balance as of June 30, 2023	$	62,731,623		7,219,936	$	6,016,571	$	75,968,130


	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 the period		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		—	(8,536,080)		(3,183,226)		(11,719,306)
Balance as of December 31, 2022	$	52,583,794	7,219,936	$	34,801,571	$	94,605,301

- 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

Leases - Future Minimum Lease Obligation (Details)	Jun. 30, 2023 USD ($)
Leases
2023	$ 3,593,197
2024	6,336,199
2025	5,435,299
2026	5,070,471
2027	3,902,717
Thereafter	15,023,786
Total	$ 39,361,669

Accounting Policies and Estimates

6 Months Ended

Jun. 30, 2023

Accounting Policies and Estimates.

Accounting Policies and Estimates

2.Accounting Policies and Estimates

There have been no changes in the Company’s accounting policies as described in Note 2, “Accounting Policies and Estimates,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Cash flows from operating activities
Net income (loss) for the period	$ (6,607,524)	$ 33,840,983	$ (4,862,202)	$ 7,062,281
Adjustments to reconcile net income (loss) to cash for operating activities
Depreciation and amortization			10,826,289	1,553,817
Non-cash interest expense			1,992,280	2,165,366
Non-cash lease expense			3,316,171	4,705,059
Deferred taxes			(324,039)
Change in derivative liabilities			(9,969,768)	(23,288,292)
Amortization of debt issuance costs			843,025	843,025
Amortization of debt discount	2,088,386		4,088,319	3,590,017
(Gain) loss on investment, net			(1,816)	13,813
Stock based compensation			3,060,235	776,917
Changes in operating assets and liabilities (net of acquired amounts):
Accounts receivable			(923,614)	(1,689,914)
Inventory			(5,937,100)	3,924,172
Prepaid expenses and other current assets			(909,663)	(5,219,898)
Other assets			304,451	(185,589)
Change in operating lease liabilities			(2,661,202)	(8,873,051)
Accounts payable and other liabilities			(3,853,458)	5,922,458
Income taxes payable			6,815,662	(1,163,770)
Net cash provided by (used in) operating activities			1,803,570	(9,863,589)
Cash flows from investing activities:
Collection of notes receivable			10,631
Cash consideration for acquisition of business, net of cash acquired			(15,834,378)	(56,875,923)
Purchase of fixed assets			(4,704,093)	(7,076,116)
Purchase of intangible assets				(2,825)
Net cash provided by (used in) investing activities			(20,527,840)	(63,954,864)
Cash flows from financing activities:
Payment on notes payable			(750,000)
Proceeds from issuance of common stock, net of issuance costs			397,116	1,280,660
Net cash provided by (used in) financing activities			(352,884)	1,280,660
Net (decrease) in cash and cash equivalents			(19,077,154)	(72,537,793)
Cash and cash equivalents at beginning of period			38,949,253	106,400,216	$ 106,400,216
Cash and cash equivalents at end of period	$ 19,872,099	$ 33,862,423	19,872,099	33,862,423	$ 38,949,253
Supplemental disclosure of cash flow information:
Cash paid for interest			10,931,090	9,004,575
Cash paid for income taxes			3,500,000	6,840,000
Supplemental disclosure of non-cash investing and financing activities:
Lease liability arising from right of use asset			4,462,594	10,172,788
Issuance of stock as payment for acquisitions			17,277,998	15,100,450
Issuance of debt for acquisition			21,500,000	17,000,000
Tangible and Intangible assets acquired, net of cash			47,090,774	30,107,975
Liabilities assumed			3,535,029	1,837,221
Goodwill			$ 13,592,071	$ 60,705,169

Intangible Asset- Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
Intangible Asset- Narrative (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Intangible Asset
Intangible assets amortization	$ 3,520,096	$ 2,138,846	$ 8,690,955	$ 4,277,693

Leases

6 Months Ended

Jun. 30, 2023

Leases

Leases

12.Leases

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

over the lease term on a straight-line basis. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

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

The Company’s operating leases include options to extend or terminate the lease, which are not included in the determination of the ROU asset or lease liability unless reasonably certain to be exercised. The Company’s operating leases have remaining lease terms of less than ten 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	June 30, 2023
Asset
Operating lease right of use assets	Noncurrent assets	$	23,213,504
Liabilities
Lease liabilities	Current Liabilities	$	4,026,595
Lease liabilities	Noncurrent liabilities		22,096,232

Maturities of Lease Liabilities

Maturities of lease liabilities as of June 30, 2023 are as follows:


2023	$	39,361,669
Less: Interest		13,178,774
Present value of lease liabilities	$	26,182,895

The following table presents the Company’s future minimum lease obligation under ASC 842 as of June 30, 2023:


2023	$	3,593,197
2024		6,336,199
2025		5,435,299
2026		5,070,471
2027		3,902,717
Thereafter		15,023,786
Total	$	39,361,669

Debt (Details)									6 Months Ended
Debt (Details)	Jun. 01, 2023 USD ($)	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) payment	Feb. 08, 2022 USD ($)	Dec. 07, 2021 USD ($)	Dec. 03, 2021 USD ($) $ / shares	Jul. 21, 2021 USD ($)	Feb. 26, 2021 USD ($)	Jun. 30, 2023 USD ($) D	Jun. 15, 2023 USD ($)	Dec. 31, 2022 USD ($)	Feb. 07, 2022 USD ($)	Jul. 28, 2021 USD ($)	Dec. 17, 2020 USD ($)
Everest
Debt Instrument [Line Items]
Interest rate (as percentage)	5.00%	5.00%	5.00%
Standing Akimbo, LLC
Debt Instrument [Line Items]
Principal amount										$ 4,000,000
Debt term									4 years
Deferred cash consideration payable										750,000	$ 4,000,000
Term Loan
Debt Instrument [Line Items]
Proceeds from loans								$ 10,000,000
Interest rate (as percentage)								15.00%
Principal payment								$ 750,000
Maturity date								Feb. 26, 2025
Consolidated fixed charge coverage ratio								1.3
Cash deposit in account in which the lender has a security interest								$ 3,000,000
Principal amount								$ 10,000,000					$ 5,000,000
Seller Notes \| Star Buds
Debt Instrument [Line Items]
Interest rate (as percentage)														12.00%
Principal amount									$ 44,250,000		$ 44,250,000			$ 44,250,000
Seller Notes \| Star Buds \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Principal payment									13,901,759
Seller Notes \| Star Buds \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Principal payment									3,474,519
Seller Notes \| Star Buds \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Principal payment									$ 26,873,722
Investor Notes
Debt Instrument [Line Items]
Interest rate (as percentage)					13.00%	13.00%
Principal amount						$ 95,000,000
Proceeds from issuance of private placement					$ 92,000,000
Percentage of debt converted									12.50%
Conversion price \| $ / shares						$ 2.24
Common stock									$ 2,500,000
Threshold Number of trading days \| D									20
Threshold number of consecutive trading days \| D									30
Debt term					5 years	5 years
Interest payable in cash (as percentage)					9.00%	9.00%
Maximum restricted payment until discharge of indenture									$ 500,000
Net Proceeds									80,000,000
Investor Notes \| As on December 7, 2022
Debt Instrument [Line Items]
Cash deposit in account in which the lender has a security interest									$ 10,000,000
Investor Notes \| Common stock price exceeds 150% of conversion price
Debt Instrument [Line Items]
Percentage of common stock sale price exceeding conversion price									150.00%
Investor Notes \| Common stock price does not exceeds 175% of conversion price
Debt Instrument [Line Items]
Percentage of common stock sale price exceeding conversion price									175.00%
Number of trading days, common stock sale price exceeds conversion price \| D									5
Investor Notes \| Minimum
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio									1.00
Investor Notes \| Minimum \| As on December 7, 2022
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio									1.30
Investor Notes \| Minimum \| After December 7, 2024
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio									1.00
Investor Notes \| Maximum
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio									2.25
Investor Notes \| Maximum \| After December 7, 2024
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio									2.25
Investor Notes \| Maximum \| Applicable reference period
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio									1.40
Investor Notes \| Maximum \| Certain acquisition and disposition, not to exceed $5,500,000
Debt Instrument [Line Items]
Capital lease obligations and sale-leaseback transactions									$ 5,500,000
Additional debt incurred									2,200,000
Investor Notes \| Maximum \| Other unsecured debt, not to exceed $1,000,000 at any time
Debt Instrument [Line Items]
Unsecured debt									$ 1,000,000
Seller Note 2022 \| Nuevo Holding LLC
Debt Instrument [Line Items]
Interest rate (as percentage)				5.00%								5.00%
Maturity date				Feb. 07, 2025
Principal amount				$ 17,000,000								$ 17,000,000
Everest Note [Member] \| Everest
Debt Instrument [Line Items]
Interest rate (as percentage)	5.00%	5.00%	5.00%
Principal amount	$ 17,500,000	$ 17,500,000	$ 17,500,000							$ 17,500,000
Number of periodic payment		2	2
Principal payment	$ 1,250,000
Akibbo Note \| Standing Akimbo, LLC
Debt Instrument [Line Items]
Interest rate (as percentage)										5.00%
Principal amount										$ 4,000,000
Loan Agreement \| Term Loan \| Southern Colorado Growers
Debt Instrument [Line Items]
Proceeds from loans							$ 5,000,000

Leases - Balance Sheet Classification (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Leases
Operating lease right of use assets	$ 23,213,504	$ 18,199,399
Lease liabilities	4,026,595	3,139,289
Lease liabilities	$ 22,096,232	$ 17,314,464

Inventory (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Inventory
Raw Materials	$ 2,310,920	$ 2,325,482
Work in Process	13,194,868	14,504,490
Finished Goods	18,315,494	5,724,210
Total Inventories	$ 33,821,282	$ 22,554,182

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies

Commitments and Contingencies

17.Commitments and Contingencies

Pursuant to the Everest Purchase Agreement, the Company may be required to make a potential “earn-out” payment of up to an additional $8 million, payable in Company common stock, based on the revenue performance of certain retail stores of Everest for 12 months following such stores opening for business. Management currently estimates the expected earn-out payment to equal approximately $2.5 million based on current projections.

Property and Equipment

6 Months Ended

Jun. 30, 2023

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:


	June 30,		December 31,
	2023		2022
Land	$	3,716,438	$	3,716,438
Building		4,830,976		4,830,976
Leasehold improvements		11,371,624		4,100,165
Furniture and fixtures		679,685		655,698
Vehicles, machinery, and tools		4,892,416		3,796,695
Software, servers and equipment		4,532,507		4,132,621
Construction in progress		8,112,600		10,756,410
Total Asset Cost	$	38,136,246	$	31,989,003
Less: Accumulated depreciation		(7,007,889)		(4,899,977)
Total property and equipment, net of depreciation	$	31,128,357	$	27,089,026

Construction in progress is related to both cultivation and manufacturing facilities and includes costs related to finished goods not yet completed or otherwise not ready for use.

Depreciation expense for the three and six months ended June 30, 2023 was $1,127,374 and $2,107,912, respectively and $821,757 and $1,223,706 for the three and six months ended June 30, 2022, respectively.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) AND INCOME - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating revenues
Total revenue	$ 42,375,100	$ 44,263,392	$ 82,376,036	$ 76,040,946
Total cost of goods and services	17,856,050	19,106,944	34,824,320	39,946,995
Gross profit	24,519,050	25,156,448	47,551,716	36,093,951
Operating expenses
Selling, general and administrative expenses	8,838,936	6,666,044	19,054,847	13,521,755
Professional services	487,860	1,516,544	1,675,224	4,101,016
Salaries	7,389,172	7,240,368	13,154,165	12,537,145
Stock based compensation	2,845,691	697,842	3,060,235	1,688,925
Total operating expenses	19,561,659	16,120,798	36,944,471	31,848,841
Income from operations	4,957,391	9,035,650	10,607,245	4,245,110
Other income (expense)
Interest expense, net	(7,890,439)	(7,489,205)	(15,636,294)	(14,791,459)
Unrealized gain (loss) on derivative liabilities	1,468,083	36,705,764	9,969,768	23,288,292
Other loss				7
Unrealized gain (loss) on investments		(5,264)	1,816	(13,813)
Total other income (expense)	(6,422,356)	29,211,295	(5,664,710)	8,483,027
Pre-tax net income (loss)	(1,464,965)	38,246,945	4,942,535	12,728,137
Provision for income taxes	5,142,559	4,405,962	9,804,737	5,665,856
Net income (loss)	(6,607,524)	33,840,983	(4,862,202)	7,062,281
Less: Accumulated preferred stock dividends for the period	(2,353,883)	(1,766,575)	(4,383,277)	(3,510,019)
Net income (loss) attributable to common stockholders	$ (8,961,407)	$ 32,074,408	$ (9,245,479)	$ 3,552,262
Earnings (loss) per share attributable to common shareholders
Basic (loss) earnings per share	$ (0.15)	$ 0.65	$ (0.16)	$ 0.07
Diluted (loss) earnings per share	$ (0.15)	$ 0.24	$ (0.16)	$ 0.03
Weighted average number of shares outstanding - basic	60,538,317	49,178,494	57,999,461	49,178,494
Weighted average number of shares outstanding - diluted	60,538,317	133,481,667	57,999,461	133,481,667
Comprehensive (loss) income	$ (6,607,524)	$ 33,840,983	$ (4,862,202)	$ 7,062,281
Retail
Operating revenues
Total revenue	38,098,957	38,138,799	73,919,068	64,664,515
Wholesale
Operating revenues
Total revenue	4,274,483	6,080,843	8,333,408	11,288,231
Other
Operating revenues
Total revenue	$ 1,660	$ 43,750	$ 123,560	$ 88,200

Property and Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment
Total Asset Cost	$ 38,136,246	$ 31,989,003
Less: Accumulated depreciation	(7,007,889)	(4,899,977)
Total property and equipment, net of depreciation	31,128,357	27,089,026
Land
Property, Plant and Equipment
Total Asset Cost	3,716,438	3,716,438
Building
Property, Plant and Equipment
Total Asset Cost	4,830,976	4,830,976
Leasehold improvements
Property, Plant and Equipment
Total Asset Cost	11,371,624	4,100,165
Furniture and fixtures
Property, Plant and Equipment
Total Asset Cost	679,685	655,698
Vehicles, machinery, and tools
Property, Plant and Equipment
Total Asset Cost	4,892,416	3,796,695
Software, servers and equipment
Property, Plant and Equipment
Total Asset Cost	4,532,507	4,132,621
Construction in progress
Property, Plant and Equipment
Total Asset Cost	$ 8,112,600	$ 10,756,410

Segment Information

6 Months Ended

Jun. 30, 2023

Segment Information

Segment Information

18.Segment Information

The Company has three identifiable segments as of June 30, 2023; (i) retail, (ii) wholesale and (iii) and other. The retail segment represents our dispensaries which sell merchandise directly to customers via retail locations and e-commerce portals. The wholesale segment represents our manufacturing, cultivation, and wholesale business which sells merchandise to customers via e-commerce portals, a retail location, and a manufacturing facility. The other segment derives its revenue from in-store advertisements and vendor promotions offered in the Company’s retail dispensaries.

The following information represents segment activity as of and for the three and six months ended June 30, 2023:


	For The Three Months Ended
	30-Jun-23
	Retail		Wholesale		Other		Total
External revenues	$	38,098,957	$	4,274,483	$	1,660	$	42,375,100
Depreciation and Intangible assets amortization		3,352,140		977,849		317,481		4,647,470
Segment profit		16,328,349		(256,865)		(17,536,449)		(1,464,965)
Segment assets		211,786,685		111,562,598		45,609,629		368,958,912


	For The Six Months Ended
	30-Jun-23
	Retail		Wholesale		Other		Total
External Revenues		73,919,068		8,333,408		123,560		82,376,036
Depreciation and Intangible assets amortization		7,256,992		2,703,500		838,375		10,798,867
Segment profit		27,726,704		(922,432)		(21,861,737)		4,942,535
Segment assets		211,786,685		111,562,598		45,609,629		368,958,912

The following information represents segment activity as of and for the three and six months ended June 30, 2022:


	For The Three Months Ended
	30-Jun-22
	Retail		Wholesale		Other		Total
External Revenues		38,138,799		6,080,843		43,750		44,263,392
Depreciation and Intangible assets amortization		2,582,418		163,580		226,683		2,972,681
Segment profit		16,462,794		93,131		17,285,058		33,840,983
Segment assets		188,903,224		64,211,139		65,033,618		318,147,981


	For The Six Months Ended
	30-Jun-22
	Retail		Wholesale		Other		Total
External Revenues	$	64,664,515	$	11,288,231	$	88,200	$	76,040,946
Depreciation and Intangible assets amortization		4,300,271		748,618		452,511		5,501,400
Segment profit		20,224,737		(328,733)		(12,833,723)		7,062,281
Segment assets		188,903,224		64,211,139		65,033,618		318,147,981

- 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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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill Accounting (Details) - USD ($)	6 Months Ended	12 Months Ended
Goodwill Accounting (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Goodwill Accounting
Goodwill impairment charges	$ 0	$ 11,719,306

Organization and Nature of Operations (Details)	6 Months Ended
Organization and Nature of Operations (Details)	Jun. 30, 2023 segment
Accounting Policies and Estimates.
Number of segments	3

Notes Receivable (Details) - USD ($)	Mar. 12, 2021	Jun. 30, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable
Notes receivable			$ 11,944
Colorado Cannabis
Accounts, Notes, Loans and Financing Receivable
Due from related parties	$ 215,000
Equal monthly installments (in months)	18 months
Notes receivable		$ 0	$ 11,944

- Definition

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

+ References

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

Intangible Asset (Tables)

6 Months Ended

Jun. 30, 2023

Intangible Asset

Schedule of intangible assets


	June 30, 2023				December 31, 2022
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License Agreements	$	178,840,122	$	(18,836,324)	$	111,491,280	$	(12,154,237)
Tradename		7,771,500		(2,944,839)		6,021,500		(1,862,242)
Customer Relationships		5,150,000		(1,842,262)		5,150,000		(1,474,405)
Non-compete		2,023,000		(1,320,977)		1,265,000		(765,556)
Product License and Registration		57,300		(23,693)		57,300		(21,783)
Trade Secret		32,500		(13,722)		32,500		(12,639)
Total Intangible Assets	$	193,874,422	$	(24,981,817)	$	124,017,580	$	(16,290,862)

Schedule of future projected annual amortization expense


Remainder of 2023	$	7,426,504
2024		14,511,759
2025		14,206,620
2026		13,330,843
2027		12,794,764
Thereafter		106,622,115
Total Future Projected Annual Amortization Expense	$	168,892,605

Stockholders' Equity - Black-Scholes model valuation assumption (Details) - Employee Stock Option Plan	6 Months Ended
	Jun. 30, 2023 installment
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of installments	4
Service contractual term	10 years

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property and Equipment.

Schedule of property and equipment


	June 30,		December 31,
	2023		2022
Land	$	3,716,438	$	3,716,438
Building		4,830,976		4,830,976
Leasehold improvements		11,371,624		4,100,165
Furniture and fixtures		679,685		655,698
Vehicles, machinery, and tools		4,892,416		3,796,695
Software, servers and equipment		4,532,507		4,132,621
Construction in progress		8,112,600		10,756,410
Total Asset Cost	$	38,136,246	$	31,989,003
Less: Accumulated depreciation		(7,007,889)		(4,899,977)
Total property and equipment, net of depreciation	$	31,128,357	$	27,089,026

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2023

Stockholders' Equity

Schedule of options activity


Options	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2023	10,356,500	$	2.13		7.08	$	772,996
Granted	3,340,000		1.20		9.93
Forfeited	(495,000)		2.80
Vested	(462,500)		1.94
Balance at June 30, 2023	12,739,000	$	1.91		7.42	$	326,485
Exercised	—		—		—		—
Exercisable at June 30,2023	12,739,000	$	1.91		7.42		326,485

Schedule of the Black-Scholes option pricing model to estimate the fair value of the options granted


	June 30, 2023	December 31, 2022
Risk free rate	1.59%	1.58%
Expected dividend yield	0%	0%
Expected volatility	75.97%	75% - 80.75%
Expected option life	4.75 to 6.25 years	4.75 to 6.25 years

Summary of unvested RSU awards


Options	Shares	Weighted-Average Grant Date Fair Value
Unvested shares at January 1, 2023	—	$	—
Granted	1,600,000		1.03
Exercised	—		—
Forfeited or expired	—		—
Vested	(400,000)		1.03
Unvested at June 30, 2023	1,200,000	$	1.03

Schedule of warrant activity


	Equity Classified Warrants		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance as of December 31, 2022	7,218,750	$	1.76	2.74
Warrants exercised	—		—	—
Warrants forfeited/expired	(187,500)		—	—
Warrants issued	—		—	—
Balance as of June 30, 2023	7,031,250	$	1.67	2.63

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 19,872,099	$ 38,949,253
Accounts receivable, net of allowance for doubtful accounts	6,179,662	4,471,978
Inventory	33,821,282	22,554,182
Note receivable - current, net		11,944
Marketable securities, net of unrealized loss of $1,816 and loss of $39,270, respectively	456,099	454,283
Prepaid expenses and other current assets	6,203,056	5,293,393
Total current assets	66,532,198	71,735,033
Non-current assets
Fixed assets, net accumulated depreciation $7,007,889 and $4,899,977, respectively	31,128,357	27,089,026
Investments	2,000,000	2,000,000
Goodwill	75,968,130	94,605,301
Intangible assets, net accumulated amortization of $24,981,817 and $16,290,862, respectively	168,892,605	107,726,718
Note receivable - noncurrent, net	1,313
Other noncurrent assets	1,222,805	1,527,256
Operating lease right of use assets	23,213,504	18,199,399
Total non-current assets	302,426,714	251,147,700
Total assets	368,958,912	322,882,733
Current liabilities
Accounts payable	12,105,250	10,701,281
Accounts payable - related party	6,073	22,380
Accrued expenses	6,398,115	7,462,290
Derivative liabilities	6,538,485	16,508,253
Lease liabilities - current	4,026,595	3,139,289
Current portion of long term debt	6,583,334	2,250,000
Income taxes payable	14,113,477	7,297,815
Total current liabilities	49,771,329	47,381,308
Long term debt, net of debt discount and issuance costs	148,861,810	125,521,520
Lease liabilities	22,096,232	17,314,464
Deferred income taxes, net	178,031	502,070
Total long-term liabilities	171,136,073	143,338,054
Total liabilities	220,907,402	190,719,362
Commitments and contingencies (Note 17)
Stockholders' equity
Preferred stock, $0.001 par value. 10,000,000 shares authorized; 86,994 shares issued and 86,994 shares outstanding as of June 30, 2023 and 86,994 shares issued and 86,994 shares outstanding as of December 31, 2022.	87	87
Common stock, $0.001 par value. 250,000,000 shares authorized; 71,730,449 shares issued and 70,590,451 shares outstanding as of June 30, 2023 and 56,352,545 shares issued and 55,212,547 shares outstanding as of December 31, 2022.	71,730	56,353
Additional paid-in capital	201,116,605	180,381,641
Accumulated deficit	(51,103,785)	(46,241,583)
Common stock held in treasury, at cost, 920,150 shares held as of June 30, 2023 and 920,150 shares held as of December 31, 2022	(2,033,127)	(2,033,127)
Total stockholders' equity	148,051,510	132,163,371
Total liabilities and stockholders' equity	$ 368,958,912	$ 322,882,733

Business Combination

6 Months Ended

Jun. 30, 2023

Business Combination

Business Combination

7.Business Combination

On January 26, 2022, the Company acquired two retail dispensaries located in Boulder, Colorado pursuant to an asset purchase agreement dated June 25, 2021 with Double Brow, LLC, a wholly-owned subsidiary of the Company (“Double Brow”), BG# Investments, LLC d/b/a Drift (“Drift”), Black Box Licensing, LLC, and Brian Searchinger, as the sole equityholder of Drift, as amended on October 28, 2021 (the “Drift Purchase Agreement”). The acquired assets included (i) the assets used in or related to Drift’s business of distributing, marketing, and selling recreational cannabis products and (ii) the leases for two retail dispensaries located in Boulder, Colorado. The aggregate closing consideration for the acquisition was (i) $1.92 million in cash, and (ii) 1,146,099 shares of Common Stock issued to Drift. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the Drift acquisition resulted in $2,138,270 of goodwill and $1,030,000 of intangibles.

On February 8, 2022, the Company acquired its New Mexico business pursuant to a purchase agreement with Nuevo Holding, LLC, a wholly-owned subsidiary of the Company (“Nuevo Purchaser”), Nuevo Elemental Holding, LLC (“Elemental Purchaser” and together with Nuevo Purchaser, the “Nuevo Purchasers”), Reynold Greenleaf & Associates LLC (“RGA”), Elemental Kitchen and Laboratories, LLC, a wholly-owned subsidiary of 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 Purchase Agreement”). 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 were held by two not-for-profit entities (“NFP”): Medzen Services, Inc. (“Medzen”) and R. Greenleaf Organics, Inc. (“R. Greenleaf” and together with Medzen, the “Nuevo NFPs”). At the closing, Nuevo Purchaser gained control over the Nuevo NFPs by becoming the sole member of each of the Nuevo NFPs and replacing the directors of the two Nuevo NFPs with executive officers of the Company. The business acquired from RGA was a management company, providing branding, marketing, and consulting services, licensing certain intellectual property related to the business, and supporting Elemental and the Nuevo 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 Nuevo NFPs are in the business of cultivating, processing, and dispensing marijuana in New Mexico. At the closing of the Nuevo Purchase Agreement, Nuevo Purchaser entered into two separate Call Option Agreements containing substantially identical terms with each of the Nuevo NFPs. Each Call Option Agreement gives Nuevo Purchaser the right to acquire 100% of the equity or 100% of the assets of the applicable Nuevo 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 Purchaser to RGA, the principal amount of which is payable on February 8, 2025 with interest payable monthly at an annual interest rate of 5% (the “Nuevo Note”). The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the RGA acquisition resulted in $6,196,571 of goodwill and $28,785,000 of intangibles.

On February 9, 2022, the Company acquired MCG, LLC (“MCG”), which operates two dispensaries located in Denver and Manitou Springs, 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 (“Emerald Fields”), 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 “MCG Merger Agreement”). Under the MCG Merger Agreement, MCG merged with and into Emerald Fields, with Emerald Fields continuing as the surviving entity. The aggregate closing consideration for the merger was $29.0 million, consisting of: (i) $16.0 million in cash; (ii) 7,145,724 shares of the Common Stock issued to the members of MCG; and (iii) an aggregate of $2.32 million was held back as collateral for potential claims for indemnification under the MCG Merger Agreement. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the MCG acquisition resulted in $19,852,080 of goodwill and $12,400,000 of intangibles.

On February 15, 2022, the Company acquired substantially all of the operating assets of Brow 2, LLC (“Brow”) related to its indoor cannabis cultivation operations located in Denver, Colorado (other than assets expressly excluded) and assumed certain liabilities for contracts acquired pursuant to the terms of the Asset Purchase Agreement, dated August 20, 2021, among Double Brow, Brow, and Brian Welsh, as the owner of Brow (the “Brow Purchase Agreement”). The acquired assets included a 37,000 square foot building, the associated lease, and equipment designed for indoor cultivation. After purchase price adjustments for pre-closing inventory, 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. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the Brow acquisition 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 Health & Wellness, Inc. d/b/a Urban Dispensary (“Urban Dispensary”), Productive Investments, LLC, and Patrick Johnson (the “Urban Purchase Agreement”). Urban Dispensary operated an indoor cannabis cultivation facility and a single retail dispensary, each located in Denver, Colorado. The aggregate consideration for the Urban Dispensary acquisition was $1.32 million in cash and 1,670,230 shares of Common Stock. The Company held back 219,847 shares from the stock consideration at closing as collateral for potential claims for indemnification from Urban Dispensary under the Urban 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 for the Urban Dispensary acquisition resulted in $398,148 of goodwill and $2,490,000 of intangibles. Amortization of $230,146 was recorded at June 30, 2023 to selling, general and administrative expenses.

On December 15, 2022, the Company acquired substantially all of the operating assets associated with two retail dispensaries located in Denver and Aurora, Colorado owned by Lightshade Labs LLC (“Lightshade”) pursuant to the terms of two Asset Purchase Agreements, dated September 9, 2022, among Double Brow, the Company, Lightshade, and Lightshade’s owners, Thomas Van Alsburg, Steve Brooks, and John Fritzel, as amended on December 15, 2021 (the “Lightshade Purchase Agreements”). After purchase price adjustments for transaction and related expenses, the aggregate consideration for the acquisition was approximately $2.75 million, all of which was paid in cash. The Company deposited $300,000 of the purchase price in escrow as collateral for potential claims for indemnification from Lightshade under the Lightshade Purchase Agreements. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the Lightshade acquisition resulted in $2,589,865 of goodwill and intangibles, however, valuation has not been finalized.

On May 11, 2023, the Company acquired certain of the operating assets of Cannabis Care Wellness Centers, LLC (d/b/a Smokey’s) and Green Medicals Wellness Center #5, LLC (d/b/a Smokey’s) (together referenced herein as “Smokey’s”), and assumed specific obligations of Smokey’s, pursuant to the terms of the Asset Purchase Agreement, dated January 25, 2023, among Smoke Holdco, LLC, a wholly-owned subsidiary of the Company (“Smokey’s Buyer”), Smokey’s, Jeremy Lewchuk, Thomas Wilczynski, T&B Holdings, LLC, and Thomas Wilczynski, as Representative (the “Smokey’s Purchase Agreement”). Pursuant to the Smokey’s Purchase Agreement, Smokey’s Buyer acquired substantially all of Smokey’s’ assets related to its retail and medical cannabis stores located in Garden City, Colorado and Fort Collins, Colorado. After purchase price adjustments for transaction and related expenses, the aggregate consideration for the Smokey’s acquisition was approximately $7.5 million, of which approximately $3.75 million was paid in cash and $3.75 million was paid in Company common stock at a share price of $1.092 per share. Total shares issued at closing equaled 2,884,615 shares of Company common stock. The stock consideration is subject to post-closing reduction if any of the actual cannabis product inventory or cash at closing is less than certain targets stated in the Smokey’s Purchase Agreement. The Company held back from issuance $600,000 from the stock consideration and $150,000 from the cash consideration as collateral for potential claims for indemnification from Smokey’s under the Smokey’s 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 for the Smokey’s acquisition resulted in $2,155,155 of goodwill and $5,276,415 of intangibles, however valuation has not been finalized.

On June 1, 2023, the Company acquired 14 retail dispensaries, one cultivation facility, and one manufacturing facility in New Mexico pursuant to an Asset Purchase Agreement, dated April 21, 2023, between Evergreen Holdco, LLC, a wholly-

owned subsidiary of the Company (“Everest Purchaser”), Sucellus, LLC (“Everest Seller”), James Griffin, Brook Laskey, William Baldwin, Andrew Dolan, and Greg Templeton, and Brook Laskey, as Representative, as amended on June 1, 2023 (the “Everest Purchase Agreement”). Everest Purchaser acquired substantially all of the operating assets of Everest Seller and assumed specified liabilities of Everest Seller, subject to the terms and conditions set forth in the Everest Purchase Agreement (the “Everest Acquisition”). Pursuant to existing laws and regulations in New Mexico, the cannabis licenses for the facilities managed by Everest Seller are held by a NFP, Everest Apothecary, Inc., (“Everest”). At the closing, Everest Purchaser gained control over Everest by replacing the officers and directors of Everest with officers of the Company. On the same date, Everest Purchaser entered into a separate Call Option Agreement that gives Everest Purchaser the right to acquire 100% of the equity or 100% of the assets of Everest for a purchase price of $100 if, in the future, the New Mexico legislature adopts legislation that permits NFPs 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. After purchase price adjustments and subject to post-closing adjustments, the aggregate purchase price for Everest Acquisition paid at closing was approximately $38 million, of which $12.5 million was paid in cash, $17.5 million was paid in the form of an unsecured promissory note issued by Everest Purchaser to Everest Seller (the “Everest Note”), and $8 million was paid in Company common stock in the amount of 7,619,047 shares. The Everest Note is payable on the last day of the calendar quarter following the fourth anniversary of the closing of the Everest Acquisition with interest payable quarterly at an annual interest rate of 5%. Two initial principal and interest payments of $1,250,000 are due to Everest Seller on August 30, 2023 and November 28, 2023. The Company is required to make installment payments of principal and interest starting June 30, 2025, and the total outstanding principal will be due on May 31, 2027. In addition to the foregoing, Everest Purchaser may be required to make a potential “earn-out” payment of up to an additional $8 million, payable in Company common stock priced at closing of the Everest Acquisition. The earn-out is based on the revenue performance of certain retail stores of Everest for the 12-month period following such stores opening for business and is revalued quarterly. Management currently estimates the expected earn-out payment to equal approximately $2.5 million based on current projections. Indemnification claims permitted under the Everest Purchase Agreement will be offset against the Everest Note. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the Everest acquisition resulted in $8,475,758 of goodwill and $25,128,876 of intangibles, however valuation has not been finalized.

On June 15, 2023, the Company acquired substantially all of the operating assets of Standing Akimbo, LLC (“Standing Akimbo”) related to its medical cannabis store located in Denver, Colorado pursuant to the terms of the Asset Purchase Agreement, dated April 13, 2023 (the “Akimbo Purchase Agreement”), between Double Brow, Standing Akimbo, Spencer Kirson, and John Murphy (together with Spencer Kirson and John Murphy, the “Akimbo Equityholders”). The aggregate consideration for the acquisition was approximately $10.5 million, of which $5 million is payable in cash (“Akimbo Cash Consideration”) and approximately $5.5 million payable in the form of Company common stock (“Akimbo Stock Consideration” and together with the Akimbo Cash Consideration, the “Akimbo Purchase Price”). At the closing of the acquisition, the Company paid $1.0 million of the Akimbo Purchase Price in cash (the “Akimbo Closing Cash Consideration”) and approximately $4.5 million of the Akimbo Purchase Price in Company common stock for a total of 4,488,691 shares at a per share price of $1.00 per share (the “Akimbo Closing Stock Consideration” and together with the Akimbo Closing Cash Consideration, the “Akimbo Closing Consideration”). The Company is obligated to pay the remainder of the Akimbo Cash Consideration over 12 months starting on July 15, 2023 as set forth in the Akimbo Purchase Agreement (the “Akimbo Deferred Purchase Price”), of which the Company will hold back, in aggregate, approximately $750,000 from the Akimbo Deferred Purchase Price for purposes of securing certain obligations of Standing Akimbo and the Akimbo Equityholders pursuant to the Akimbo Purchase Agreement and Related Agreements (as defined in the Akimbo Purchase Agreement). The Company also reserved from issuance approximately $1.0 million from the Akimbo Stock Consideration as collateral for potential claims for indemnification from Standing Akimbo and the Akimbo Equityholders under the Akimbo 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 for the acquisition of Standing Akimbo resulted in $2,961,158 of goodwill and $7,249,732 of intangibles, however valuation has not been finalized.

The Company estimates intangible assets for current acquisitions based on prior valuations of acquisitions of similar size. The Company’s policy is to record amortization on the intangible assets beginning on the purchase date. Upon the completion of valuation, the Company revises the intangible assets and related amortization as necessary.

These transactions were accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”) in the period acquired. Refer to the Company’s business combination note as described in Note 7, “Business Combinations,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.


	Evergreen Holdco, LLC		Standing Akimbo, LLC		Smoke Holdco, LLC
Cash	$	12,500,000	$	1,000,000	$	3,750,000
Akimbo Deferred Purchase Price		—		4,000,000		—
Seller notes		17,500,000		—		—
Common stock		8,000,000		5,542,990		3,750,000
Expected earn-out		2,520,448		—		—
Total purchase price	$	40,520,448	$	10,542,990	$	7,500,000


Description	Evergreen Holdco, LLC		Standing Akimbo, LLC		Smoke Holdco, LLC
Assets acquired:
Cash	$	1,412,722	$	2,100	$	800
Accounts receivable		716,440		—		67,630
Inventory		5,000,000		330,000		—
Fixed assets		1,443,149		—		—
Intangible assets		25,128,876		7,249,732		5,276,415
Goodwill		8,475,758		2,961,158		2,155,155
Operating lease right of use assets		1,878,545		—		—
Total Assets acquired	$	44,055,490	$	10,542,990	$	7,500,000
Liabilities and Equity assumed:
Accounts payable and accrued expenses	$	1,656,497	$	—	$	—
Lease liability		1,878,545		—		—
Total Liabilities assumed		3,535,042		—		—
Estimated fair value of net assets acquired	$	40,520,448	$	10,542,990	$	7,500,000

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.

The following unaudited pro forma financial information set forth below gives effect to the Evergreen Holdco, LLC acquisition as if it had occurred on January 1, 2022. Pro forma financial information is not presented for Standing Akimbo, LLC and Smoke Holdco, LLC as such results are immaterial, individually and in aggregate, to both the current and prior periods. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the result of operations that would have been achieved had the transaction been consummated as of that time, nor does it purport to be indicative of future financial operation results.


		For the three months ended June 30, 2023

		Medicine Man Technologies	Evergreen Holdco, LLC			Total
		(unaudited)	(unaudited)			(unaudited)

Pro forma revenue	$	42,375,100	3,114,803		$	45,489,903
Pro forma net income:
Pre- acquisition net income			350,830
Pro forma adjustments:
(a) Transaction costs			232,853	(a)
(b) Interest expense on Everest Note			(36,458)	(b)
(c) Depreciation and intangible amortization			(313,217)	(c)
(d) Income tax expense			(410,000)	(d)
Total pro forma adjustments			(526,822)
Total pro forma net income	$	(6,607,254)	(175,992)		$	(6,783,246)

a) Includes removal of transaction costs associated with the acquisition as they will be reflected as of the beginning of the earliest period presented (January 1, 2022). These costs were included as selling, general and administrative expenses in the statement of comprehensive (loss) income.

b) To record interest on Everest Note of 5% per annum.

c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction.

d) To record provision for income tax based on the estimated effective tax rate of 28.6% applied to income taxable under IRC Section 280E.


		For the six months ended June 30, 2023

		Medicine Man Technologies	Evergreen Holdco, LLC			Total
		(unaudited)	(unaudited)			(unaudited)

Pro forma revenue	$	82,376,036	9,152,029		$	91,528,065
Pro forma net income:
Pre- acquisition net income			1,967,236
Pro forma adjustments:
(a) Transaction costs			232,853	(a)
(b) Interest expense on Everest Note			(91,146)	(b)
(c) Depreciation and intangible amortization			(783,042)	(c)
(d) Income tax expense			(1,025,000)	(d)
Total pro forma adjustments			(1,666,335)
Total pro forma net income	$	(4,862,202)	300,901		$	(4,561,301)

b) To record interest on Everest Note of 5% per annum.

c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction.

d) To record provision for income tax based on the estimated effective tax rate of 28.6% applied to income taxable under IRC Section 280E.


		For the three months ended June 30, 2022

		Medicine Man Technologies	Evergreen Holdco, LLC			Total
			(unaudited)			(unaudited)

Pro forma revenue	$	44,263,392	6,754,980		$	51,018,372
Pro forma net income:
Pre- acquisition net income			2,461,303
Pro forma adjustments:
(a) Transaction costs			(232,853)	(a)
(b) Interest expense on Everest Note			(54,688)	(b)
(c) Depreciation and intangible amortization			(469,825)	(c)
Total pro forma adjustments			(757,366)
Total pro forma net income	$	33,840,983	1,703,937			35,544,920

a) Includes transaction costs related to the acquisition (reflected as of January 1, 2022).

b) To record interest on Everest Note of 5% per annum.

c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction.


		For the six months ended June 30, 2022

		Medicine Man Technologies	Evergreen Holdco, LLC			Total
			(unaudited)			(unaudited)

Pro forma revenue	$	76,040,946	9,496,533		$	85,537,479
Pro forma net income:
Pre- acquisition net income			2,477,250
Pro forma adjustments:
(a) Transaction costs			(232,853)	(a)
(b) Interest expense on Everest Note			(109,375)	(b)
(c) Depreciation and intangible amortization			(939,651)	(c)
Total pro forma adjustments			(1,281,879)
Total pro forma net income	$	7,062,281	1,195,371			8,257,652

a) Includes transaction costs related to the acquisition (reflected as of January 1, 2022).

b) To record interest on Everest Note of 5% per annum.

c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction.


		For the year ended December 31, 2022

		Medicine Man Technologies	Evergreen Holdco, LLC			Total
			(unaudited)			(unaudited)

Pro forma revenue	$	159,379,219	22,439,548		$	181,818,767
Pro forma net income:
Pre- acquisition net income			3,878,250
Pro forma adjustments:
(a) Transaction costs			(232,853)	(a)
(b) Interest expense on Everest Note			(218,750)	(b)
(c) Depreciation and intangible amortization			(1,879,302)	(c)
Total pro forma adjustments			(2,330,905)
Total pro forma net income	$	(18,467,615)	1,547,345			(16,920,270)

a) Includes transaction costs related to the acquisition (reflected as of January 1, 2022).

b) To record interest on Everest Note of 5% per annum.

c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction.

Intangible Asset - Amortization expense (Details)	Jun. 30, 2023 USD ($)
Intangible Asset
Remainder of 2023	$ 7,426,504
2024	14,511,759
2025	14,206,620
2026	13,330,843
2027	12,794,764
Thereafter	106,622,115
Total Future Projected Annual Amortization Expense	$ 168,892,605

Debt - Maturities of Long-term Debt (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Principal Payments
2023	$ 5,500,000
2024	5,500,000
2025	27,624,655
2026	146,583,106
2027	12,902,909
Total	198,110,670
Unamortized Debt Issuance Costs
2023	843,023
2024	1,686,049
2025	1,686,049
2026	1,545,548
Total	5,760,669	$ 6,603,695
Unamortized Debt Discount
2023	4,435,174
2024	9,734,935
2025	11,057,799
2026	11,676,949
Total	36,904,857	40,993,176
Net Long Term Debt
2023	221,803
2024	(5,920,984)
2025	14,880,807
2026	133,360,609
2027	12,902,909
Total long term debt	$ 155,445,144	$ 127,771,520

Stockholders' Equity - Fair value of the options granted (Details) - Stock options	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	1.59%	1.58%
Expected dividend yield	0.00%	0.00%
Expected volatility rate	75.97%
Expected volatility rate, Minimum		75.00%
Expected volatility rate, Maximum		80.75%
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Contractual term	6 years 3 months	6 years 3 months
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Contractual term	4 years 9 months	4 years 9 months

Earnings per share (Basic and Dilutive)

6 Months Ended

Jun. 30, 2023

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. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations for the three and six months ended June 30, 2023 and 2022.


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Numerator:
Net income (loss)	$	(6,607,524)	$	33,840,983	$	(4,862,202)	$	7,062,281
Less: Accumulated preferred stock dividends for the period		(2,353,883)		(1,766,575)		(4,383,277)		(3,510,019)
Net income (loss) attributable to common stockholders	$	(8,961,407)	$	32,074,408	$	(9,245,479)	$	3,552,262

Denominator:
Weighted-average shares of common stock		60,538,317		49,178,494		57,999,461		49,178,494

Basic earnings (loss) per share	$	(0.15)	$	0.65	$	(0.16)	$	0.07

Numerator:
Net income (loss) attributable to common stockholders – Basic		(8,961,407)		32,074,408		(9,245,479)		3,552,262
Add: Investor note accrued interest		421,512		—		843,026		—
Add: Investor note amortized debt discount		2,088,386		—		4,088,319		—
Less: Loss on derivative liability related to investor note		(1,468,083)		—		(9,969,768)		—
Net income (loss) attributable to common stockholders – dilutive	$	(7,919,592)	$	32,074,408	$	(14,283,902)	$	3,552,262

Denominator:
Weighted-average shares of common stock		60,538,317		49,178,494		57,999,461		49,178,494
Dilutive effect of investor notes		45,772,777		—		47,340,185		—
Dilutive effect of warrants		—		1,483,994		—		1,483,994
Dilutive effect of options		—		1,114,415		—		1,114,415
Dilutive effect of preferred stock		—		81,704,765		—		81,704,765
Diluted weighted-average shares of common stock		106,311,094		133,481,667		105,339,646		133,481,667

Diluted earnings (loss) per share	$	(0.07)	$	0.24	$	(0.14)	$	0.03

Basic net loss per share attributable to common stockholders is computed by dividing reported net loss attributable to common stockholders by the weighted average number of common shares outstanding for the reported period. Note that for purposes of basic earnings (loss) per share calculation, shares of preferred stock, warrants, options, and restricted stock units are excluded from the calculation for the three and six months ended June 30, 2023 and 2022, as the inclusion of the common share equivalents would be anti-dilutive.

Stockholders' Equity (Details)									3 Months Ended		6 Months Ended		12 Months Ended
Stockholders' Equity (Details)	Jun. 15, 2023 USD ($) shares	Jun. 01, 2023 USD ($) shares	May 24, 2023 shares	May 11, 2023 USD ($) shares	May 03, 2023	May 31, 2022 USD ($) shares	Feb. 09, 2022 USD ($) shares	Jan. 26, 2022 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) item $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares	Mar. 02, 2021 shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of classes of stock \| item											2
Preferred stock, authorized (in shares)									10,000,000		10,000,000		10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares									$ 0.001		$ 0.001		$ 0.001
Preferred stock, issued (in shares)									86,994		86,994		86,994
Escrow shares									944		944
Preferred stock, dividend rate											8.00%
Preferred stock dividend rate, per share amount \| $ / shares											$ 1,000
Preferred stock, conversion price \| $ / shares									$ 1.20		$ 1.20
Accumulated preferred dividends \| $									$ 2,353,883	$ 1,766,575	$ 4,383,277	$ 3,510,019
Common stock, authorized (in shares)									250,000,000		250,000,000		250,000,000
Common stock, par value (in dollars per share) \| $ / shares									$ 0.001		$ 0.001		$ 0.001
Common stock, issued (in shares)									71,730,449		71,730,449		56,352,545
Common stock, outstanding (in shares)									70,590,451		70,590,451		55,212,547
Common stock held in treasury (in shares)									920,150		920,150		920,150
Common stock held in escrow											219,848		219,848
Stock issued for compensation, value \| $									$ 397,116	385,006	$ 397,116	385,006
Shares issued for acquisition, value \| $									17,292,990	1,900,000	$ 17,292,990	15,100,000
stock options granted											3,340,000
Stock based compensation expense \| $									$ 2,845,691	$ 697,842	$ 3,060,235	$ 1,688,925
LTIP \| Long Term Incentive Plan 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Vesting period (in years)					4 years
PSU \| Long Term Incentive Plan 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Vesting period (in years)					4 years
Vesting percentage					25.00%
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
stock unit granted											1,600,000
Star Buds
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition placed in escrow, value															5,531,250
Drift
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for acquisition, value \| $								$ 1,948,620
Drift \| Maximum
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of stock as payment for acquisitions (in shares)								1,146,099
MCG
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of stock as payment for acquisitions (in shares)						29,160	7,116,564
Shares issued for acquisition, value \| $						$ 47,531	$ 11,600,000
Urban Dispensary Member
Accumulated Other Comprehensive Income (Loss) [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						219,847
Stock issued for acquisition placed in escrow, value \| $						$ 288,000
Smokey's
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of stock as payment for acquisitions (in shares)				2,884,615
Shares issued for acquisition, value \| $				$ 3,150,000
Everest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of stock as payment for acquisitions (in shares)		7,619,047
Shares issued for acquisition, value \| $		$ 8,000,000
Standing Akimbo, LLC
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of stock as payment for acquisitions (in shares)	4,488,691
Shares issued for acquisition, value \| $	$ 4,488,692
Employees, Officers, and Directors
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for compensation, shares											385,550		717,546
Stock issued for compensation, value \| $											$ 397,117		$ 1,027,288
Chief executive officer \| Restricted Stock Units (RSUs) [Member] \| Mr. Krishnamurthy
Accumulated Other Comprehensive Income (Loss) [Line Items]
stock unit granted			1,600,000
Chief executive officer \| Chief executive officer agreement \| Mr. Krishnamurthy
Accumulated Other Comprehensive Income (Loss) [Line Items]
stock options granted			800,000
Vesting period (in years)			4 years
Warrants
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants issued											0
Warrant contractual term														5 years
Warrants \| Minimum
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price (in dollars per share) \| $ / shares														$ 1.20
Risk-free interest rate														0.21%
Expected volatility rate														157.60%
Warrants \| Maximum
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price (in dollars per share) \| $ / shares														$ 2.50
Risk-free interest rate														1.84%
Expected volatility rate														194.56%
Warrants \| Altmore
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant term														5 years
Stock issued for acquisition placed in escrow, value														1,500,000
Purchase price (in dollars per share) \| $ / shares														$ 2.50
Warrants \| Star Buds
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant term														5 years
Stock issued for acquisition placed in escrow, value														5,531,250
Purchase price (in dollars per share) \| $ / shares														$ 1.20

Business Combinations - Allocation of Purchase Price (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2023	Jun. 15, 2023	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 94,605,301	$ 75,968,130		$ 43,316,267
Evergreen Holdco, LLC
Business Acquisition [Line Items]
Cash	1,412,722
Accounts receivable	716,440
Inventory	5,000,000
Fixed assets	1,443,149
Intangible assets	25,128,876
Goodwill	8,475,758
Operating lease right of use assets	1,878,545
Total assets acquired	44,055,490
Accounts payable and accrued expenses	1,656,497
Lease liability	1,878,545
Total liabilities assumed	3,535,042
Estimated fair value of net assets acquired	40,520,448
Standing Akimbo, LLC
Business Acquisition [Line Items]
Cash	2,100
Inventory	330,000
Intangible assets	7,249,732
Goodwill	2,961,158		$ 2,961,158
Total assets acquired	10,542,990
Estimated fair value of net assets acquired	10,542,990
Smoke Holdco LLC
Business Acquisition [Line Items]
Cash	800
Accounts receivable	67,630
Intangible assets	5,276,415
Goodwill	2,155,155
Total assets acquired	7,500,000
Estimated fair value of net assets acquired	$ 7,500,000

Business Combinations (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination

Schedule of aggregate purchase price


	Evergreen Holdco, LLC		Standing Akimbo, LLC		Smoke Holdco, LLC
Cash	$	12,500,000	$	1,000,000	$	3,750,000
Akimbo Deferred Purchase Price		—		4,000,000		—
Seller notes		17,500,000		—		—
Common stock		8,000,000		5,542,990		3,750,000
Expected earn-out		2,520,448		—		—
Total purchase price	$	40,520,448	$	10,542,990	$	7,500,000

Allocation of purchase price


Description	Evergreen Holdco, LLC		Standing Akimbo, LLC		Smoke Holdco, LLC
Assets acquired:
Cash	$	1,412,722	$	2,100	$	800
Accounts receivable		716,440		—		67,630
Inventory		5,000,000		330,000		—
Fixed assets		1,443,149		—		—
Intangible assets		25,128,876		7,249,732		5,276,415
Goodwill		8,475,758		2,961,158		2,155,155
Operating lease right of use assets		1,878,545		—		—
Total Assets acquired	$	44,055,490	$	10,542,990	$	7,500,000
Liabilities and Equity assumed:
Accounts payable and accrued expenses	$	1,656,497	$	—	$	—
Lease liability		1,878,545		—		—
Total Liabilities assumed		3,535,042		—		—
Estimated fair value of net assets acquired	$	40,520,448	$	10,542,990	$	7,500,000

Schedule of unaudited pro forma financial information


		For the three months ended June 30, 2023

		Medicine Man Technologies	Evergreen Holdco, LLC			Total
		(unaudited)	(unaudited)			(unaudited)

Pro forma revenue	$	42,375,100	3,114,803		$	45,489,903
Pro forma net income:
Pre- acquisition net income			350,830
Pro forma adjustments:
(a) Transaction costs			232,853	(a)
(b) Interest expense on Everest Note			(36,458)	(b)
(c) Depreciation and intangible amortization			(313,217)	(c)
(d) Income tax expense			(410,000)	(d)
Total pro forma adjustments			(526,822)
Total pro forma net income	$	(6,607,254)	(175,992)		$	(6,783,246)

b) To record interest on Everest Note of 5% per annum.

c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction.

d) To record provision for income tax based on the estimated effective tax rate of 28.6% applied to income taxable under IRC Section 280E.


		For the six months ended June 30, 2023

		Medicine Man Technologies	Evergreen Holdco, LLC			Total
		(unaudited)	(unaudited)			(unaudited)

Pro forma revenue	$	82,376,036	9,152,029		$	91,528,065
Pro forma net income:
Pre- acquisition net income			1,967,236
Pro forma adjustments:
(a) Transaction costs			232,853	(a)
(b) Interest expense on Everest Note			(91,146)	(b)
(c) Depreciation and intangible amortization			(783,042)	(c)
(d) Income tax expense			(1,025,000)	(d)
Total pro forma adjustments			(1,666,335)
Total pro forma net income	$	(4,862,202)	300,901		$	(4,561,301)

b) To record interest on Everest Note of 5% per annum.

c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction.

d) To record provision for income tax based on the estimated effective tax rate of 28.6% applied to income taxable under IRC Section 280E.


		For the three months ended June 30, 2022

		Medicine Man Technologies	Evergreen Holdco, LLC			Total
			(unaudited)			(unaudited)

Pro forma revenue	$	44,263,392	6,754,980		$	51,018,372
Pro forma net income:
Pre- acquisition net income			2,461,303
Pro forma adjustments:
(a) Transaction costs			(232,853)	(a)
(b) Interest expense on Everest Note			(54,688)	(b)
(c) Depreciation and intangible amortization			(469,825)	(c)
Total pro forma adjustments			(757,366)
Total pro forma net income	$	33,840,983	1,703,937			35,544,920

a) Includes transaction costs related to the acquisition (reflected as of January 1, 2022).

b) To record interest on Everest Note of 5% per annum.

c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction.


		For the six months ended June 30, 2022

		Medicine Man Technologies	Evergreen Holdco, LLC			Total
			(unaudited)			(unaudited)

Pro forma revenue	$	76,040,946	9,496,533		$	85,537,479
Pro forma net income:
Pre- acquisition net income			2,477,250
Pro forma adjustments:
(a) Transaction costs			(232,853)	(a)
(b) Interest expense on Everest Note			(109,375)	(b)
(c) Depreciation and intangible amortization			(939,651)	(c)
Total pro forma adjustments			(1,281,879)
Total pro forma net income	$	7,062,281	1,195,371			8,257,652

a) Includes transaction costs related to the acquisition (reflected as of January 1, 2022).

b) To record interest on Everest Note of 5% per annum.

c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction.


		For the year ended December 31, 2022

		Medicine Man Technologies	Evergreen Holdco, LLC			Total
			(unaudited)			(unaudited)

Pro forma revenue	$	159,379,219	22,439,548		$	181,818,767
Pro forma net income:
Pre- acquisition net income			3,878,250
Pro forma adjustments:
(a) Transaction costs			(232,853)	(a)
(b) Interest expense on Everest Note			(218,750)	(b)
(c) Depreciation and intangible amortization			(1,879,302)	(c)
Total pro forma adjustments			(2,330,905)
Total pro forma net income	$	(18,467,615)	1,547,345			(16,920,270)

a) Includes transaction costs related to the acquisition (reflected as of January 1, 2022).

b) To record interest on Everest Note of 5% per annum.

c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction.

Business Combination (Details)															6 Months Ended		12 Months Ended
Business Combination (Details)	Jun. 15, 2023 USD ($) $ / shares shares	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) item shares	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) item payment	May 11, 2023 USD ($) $ / shares shares	Dec. 15, 2022 USD ($) item	May 31, 2022 USD ($) shares	Feb. 15, 2022 USD ($) ft²	Feb. 09, 2022 USD ($) item shares	Feb. 08, 2022 USD ($) item director	Jan. 26, 2022 USD ($) item shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Cash															$ 15,834,378	$ 56,875,923
Goodwill															75,968,130		$ 94,605,301	$ 43,316,267
Intangible assets															168,892,605		107,726,718
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
Drift
Business Acquisition [Line Items]
Number of retail dispensaries acquired \| item														2
Number of retail dispensaries leased \| item														2
Cash														$ 1,920,000
Shares consideration issued (in shares) \| shares														1,146,099
Goodwill														$ 2,138,270
Intangible assets														$ 1,030,000
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]
Licenses for facilities held by non-for-profit entities \| item													2
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													$ 6,196,571
Intangible assets													$ 28,785,000
MCG
Business Acquisition [Line Items]
Number of retail dispensaries acquired \| item												2
Cash												$ 16,000,000.0
Shares consideration issued (in shares) \| shares												7,145,724
Goodwill												$ 19,852,080
Intangible assets												12,400,000
Aggregate consideration												29,000,000.0
Amount held back as collateral for potential claims for indemnification												$ 2,320,000
Brow
Business Acquisition [Line Items]
Cash											$ 6,200,000
Goodwill											1,792,000
Intangible assets											3,970,000
Aggregate consideration											6,700,000
Amount held back as collateral for potential claims for indemnification											$ 500,000
Area of building acquired \| ft²											37,000
Urban Dispensary Member
Business Acquisition [Line Items]
Cash										$ 1,320,000
Shares consideration issued (in shares) \| shares										1,670,230
Goodwill										$ 398,148
Intangible assets										$ 2,490,000
Amortization booked to selling, general and administrative expenses															$ 230,146
Number of shares held back as collateral for potential claims for indemnification \| shares										219,847
Lightshade Labs Llc
Business Acquisition [Line Items]
Number of retail dispensaries acquired \| item									2
Number of retail dispensaries leased \| item									2
Aggregate consideration									$ 2,750,000
Goodwill and intangibles									2,589,865
Escrow held consideration cash									$ 300,000
Smokey's
Business Acquisition [Line Items]
Cash								$ 3,750,000
Shares consideration issued in common stock								$ 3,750,000
Shares consideration issued (in shares) \| shares								2,884,615
Share price \| $ / shares								$ 1.092
Goodwill								$ 2,155,155
Intangible assets								5,276,415
Aggregate consideration								7,500,000
Amount of cash consideration held back as collateral for potential claims for indemnification								$ 150,000
Common stock held back as collateral for potential claims for indemnification \| shares								600,000
Everest
Business Acquisition [Line Items]
Number of retail dispensaries acquired \| item		14	14	14	14	14	14
Number of cultivation facilities acquired \| item		1	1	1	1	1	1
Number of manufacturing facilities acquired \| item		1	1	1	1	1	1
Cash				$ 12,500,000
Shares consideration issued in common stock				8,000,000
Shares consideration issued (in shares) \| shares			7,619,047
Goodwill		$ 8,475,758	$ 8,475,758	8,475,758	$ 8,475,758	$ 8,475,758	$ 8,475,758
Intangible assets		25,128,876	25,128,876	25,128,876	25,128,876	$ 25,128,876	25,128,876
Call option agreement, option to acquire equity or assets percentage						100.00%
Purchase price of call option		100	100	100	100	$ 100	100
Payments required potential earn out		2,500,000	2,500,000	2,500,000	2,500,000	2,500,000	2,500,000
Notes payable		$ 17,500,000	$ 17,500,000	$ 17,500,000	$ 17,500,000	$ 17,500,000	$ 17,500,000
Percentage of investor note		5.00%	5.00%	5.00%	5.00%	5.00%	5.00%
Aggregate consideration				$ 38,000,000
Earn-out payments				$ 8,000,000
Earn-out payments, Revenue performance period		12 months
Everest \| Everest Note
Business Acquisition [Line Items]
Percentage of investor note		5.00%	5.00%	5.00%	5.00%	5.00%	5.00%
Number of periodic payment					2		2
Principal payment				$ 1,250,000
Standing Akimbo, LLC
Business Acquisition [Line Items]
Cash	$ 1,000,000.0																1,000,000
Shares consideration issued in common stock	$ 4,500,000																5,542,990
Shares consideration issued (in shares) \| shares	4,488,691
Share price \| $ / shares	$ 1.00
Goodwill	$ 2,961,158																2,961,158
Intangible assets	7,249,732
Aggregate consideration	10,500,000																10,542,990
Consideration payable in cash	5,000,000
Consideration payable in common stock	5,500,000
Deferred cash consideration payable	750,000																$ 4,000,000
Amount of common stock held back as collateral for potential claims for indemnification	$ 1,000,000.0

Intangible Asset

6 Months Ended

Jun. 30, 2023

Intangible Asset

Intangible Asset

9.Intangible Asset

Intangible assets as of June 30, 2023 and December 31, 2022 were comprised of the following:


	June 30, 2023				December 31, 2022
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License Agreements	$	178,840,122	$	(18,836,324)	$	111,491,280	$	(12,154,237)
Tradename		7,771,500		(2,944,839)		6,021,500		(1,862,242)
Customer Relationships		5,150,000		(1,842,262)		5,150,000		(1,474,405)
Non-compete		2,023,000		(1,320,977)		1,265,000		(765,556)
Product License and Registration		57,300		(23,693)		57,300		(21,783)
Trade Secret		32,500		(13,722)		32,500		(12,639)
Total Intangible Assets	$	193,874,422	$	(24,981,817)	$	124,017,580	$	(16,290,862)

Amortization expense was $3,520,096 and $8,690,955 for the three and six months ended June 30, 2023 and $2,138,846 and $4,277,693 for the three and six months ended June 30, 2022, respectively.

The following table presents the Company's future projected annual amortization expense as of June 30, 2023:


Remainder of 2023	$	7,426,504
2024		14,511,759
2025		14,206,620
2026		13,330,843
2027		12,794,764
Thereafter		106,622,115
Total Future Projected Annual Amortization Expense	$	168,892,605

Business Combination - Purchase Price (Details) - USD ($)		6 Months Ended		12 Months Ended
	Jun. 15, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Cash		$ 15,834,378	$ 56,875,923
Evergreen Holdco, LLC
Business Acquisition [Line Items]
Cash				$ 12,500,000
Seller notes				17,500,000
Common stock				8,000,000
Expected earn-out				2,520,448
Total purchase price				40,520,448
Standing Akimbo, LLC
Business Acquisition [Line Items]
Cash	$ 1,000,000.0			1,000,000
Akimbo Deferred Purchase Price	750,000			4,000,000
Common stock	4,500,000			5,542,990
Total purchase price	$ 10,500,000			10,542,990
Smoke Holdco LLC
Business Acquisition [Line Items]
Cash				3,750,000
Common stock				3,750,000
Total purchase price				$ 7,500,000

Tax Provision (Tables)

6 Months Ended

Jun. 30, 2023

Tax Provision

Schedule of components of income tax (benefit) expense


	Three Months Ended June 30,
	2023		2022
Income (loss) before income taxes	$	(1,464,965)	$	38,246,945
Income tax expense		5,142,559		4,405,962
Effective tax rate		(351.04)%		11.52%


	Six Months Ended June 30,
	2023		2022
Income (loss) before income taxes	$	4,942,535	$	12,728,137
Income tax expense		9,804,737		5,665,856
Effective tax rate		(198)%		44.51%

Recently Adopted Accounting Pronouncements

6 Months Ended

Jun. 30, 2023

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 to 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, 2019, 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI https://asc.fasb.org/topic&trid=2122394

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-URI https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Tax Provision

6 Months Ended

Jun. 30, 2023

Tax Provision

Tax Provision

15.Tax Provision

The following table summarizes the Company’s income tax expense and effective tax rates for three and six months ended June 30, 2023 and June 30, 2022:


	Three Months Ended June 30,
	2023		2022
Income (loss) before income taxes	$	(1,464,965)	$	38,246,945
Income tax expense		5,142,559		4,405,962
Effective tax rate		(351.04)%		11.52%


	Six Months Ended June 30,
	2023		2022
Income (loss) before income taxes	$	4,942,535	$	12,728,137
Income tax expense		9,804,737		5,665,856
Effective tax rate		(198)%		44.51%

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

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

The effective tax rate for the three months and nine months ended June 30, 2023 varies from the three months and nine months ended June 30, 2022 primarily due to the change in nondeductible expenses as a proportion of total expenses in the current year. The Company incurs expenses that are not deductible due to IRC Section 280E limitations which results in significant income tax expense.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The Company’s valuation allowance represents the amount of tax benefits that are likely to not be realized. Management assesses the need for a valuation allowance each period and continues to have a full valuation allowance on its deferred tax assets as of June 30, 2023.

With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state, or local tax authorities for years before 2017.

- 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.

+ References

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

Earnings per share (Basic and Dilutive) (Tables)

6 Months Ended

Jun. 30, 2023

Earnings per share (Basic and Dilutive)

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


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Numerator:
Net income (loss)	$	(6,607,524)	$	33,840,983	$	(4,862,202)	$	7,062,281
Less: Accumulated preferred stock dividends for the period		(2,353,883)		(1,766,575)		(4,383,277)		(3,510,019)
Net income (loss) attributable to common stockholders	$	(8,961,407)	$	32,074,408	$	(9,245,479)	$	3,552,262

Denominator:
Weighted-average shares of common stock		60,538,317		49,178,494		57,999,461		49,178,494

Basic earnings (loss) per share	$	(0.15)	$	0.65	$	(0.16)	$	0.07

Numerator:
Net income (loss) attributable to common stockholders – Basic		(8,961,407)		32,074,408		(9,245,479)		3,552,262
Add: Investor note accrued interest		421,512		—		843,026		—
Add: Investor note amortized debt discount		2,088,386		—		4,088,319		—
Less: Loss on derivative liability related to investor note		(1,468,083)		—		(9,969,768)		—
Net income (loss) attributable to common stockholders – dilutive	$	(7,919,592)	$	32,074,408	$	(14,283,902)	$	3,552,262

Denominator:
Weighted-average shares of common stock		60,538,317		49,178,494		57,999,461		49,178,494
Dilutive effect of investor notes		45,772,777		—		47,340,185		—
Dilutive effect of warrants		—		1,483,994		—		1,483,994
Dilutive effect of options		—		1,114,415		—		1,114,415
Dilutive effect of preferred stock		—		81,704,765		—		81,704,765
Diluted weighted-average shares of common stock		106,311,094		133,481,667		105,339,646		133,481,667

Diluted earnings (loss) per share	$	(0.07)	$	0.24	$	(0.14)	$	0.03

Stockholders' Equity - Stock option activity (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Options, Shares
Beginning balance (in shares)	10,356,500
Granted (in shares)	3,340,000
Forfeited (in shares)	(495,000)
Vested (in shares)	(462,500)
Ending balance (in shares)	12,739,000	10,356,500
Exercisable (in shares)	12,739,000
Options, Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 2.13
Granted (in dollars per share)	1.20
Forfeited (in dollars per share)	2.80
Vested (in dollars per share)	1.94
Ending balance (in dollars per share)	1.91	$ 2.13
Exercisable (in dollars per share)	$ 1.91
Options, Additional information
Options outstanding, Weighted Average Remaining Contractual Term (in years)	7 years 5 months 1 day	7 years 29 days
Weighted average remaining contractual term, Granted	9 years 11 months 4 days
Options exercisable, Weighted Average Remaining Contractual Term (in years)	7 years 5 months 1 day
Options outstanding, Aggregate intrinsic value	$ 326,485	$ 772,996
Options exercisable, Aggregate intrinsic value	$ 326,485

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Stockholders' Equity

Stockholders' Equity

13.Stockholders’ Equity

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

Preferred Stock

The number of shares of Series A Cumulative Preferred Stock, par value $0.001 per share (“Preferred Stock”) authorized is 10,000,000. The Preferred Stock may be divided into such number or series as the Board may determine. The Board is authorized to determine and alter the rights, preferences, privileges, and restrictions granted and imposed upon any wholly unissued series of preferred stock, and to fix the number and designation of shares of any series of preferred stock. The

Board, within limits and restrictions stated in any resolution of the Board, originally fixing the number of shares constituting any series may increase or decrease, but not below the number of such series then outstanding, the shares of any subsequent series.

The Company had 86,994 shares of Preferred Stock issued which includes 944 shares of Preferred Stock in escrow as of June 30, 2023 and December 31, 2022. 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 Preferred Stock dividends were $2,353,883 and $4,383,277 for the three and six months ended June 30, 2023, and $1,766,575 and $3,510,019 for the three and six months ended June 30, 2022, respectively.

Common Stock

The Company is authorized to issue 250,000,000 shares of Common Stock, par value $0.001 per share. The Company had 71,730,449 shares of Common Stock issued, 70,590,451 shares of Common Stock outstanding, 920,150 shares of Common Stock in treasury, and 219,848 shares of Common Stock in escrow as of June 30, 2023, and 56,352,545 shares of Common Stock issued, 55,212,547 shares of Common Stock outstanding, 920,150 shares of Common Stock in treasury, and 219,848 shares of Common Stock in escrow as of December 31, 2022.

Employee Stock Option Plan

The Company previously adopted the Medicine Man Technologies, Inc. 2017 Equity Incentive Plan, as amended (the “Equity Plan”), which permits the Company to grant stock awards, incentive stock option awards (“ISO Awards”), non-statutory stock options, restricted stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain qualifying employees and individuals. ISO Awards granted under the Equity Plan are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant, and the ISO Awards generally vest in four equal installments starting on the first anniversary of the grant date, subject to continuous service at the Company. ISO Awards under the Equity Plan generally have 10-year contractual terms and remain outstanding during the contractual life of the award unless forfeited prior to exercise, subject to the terms of the Equity Plan and the applicable award agreement. Effective May 3, 2023, the Company adopted and implemented the Medicine Man Technologies, Inc. 2023 Long-Term Incentive Plan (the “LTIP”), pursuant to which the Company awarded ISO Awards and PSUs to certain employees and management of the Company (the “LTIP Awards”). The LTIP Awards will vest over four years, with the ISO Awards vesting on each anniversary of the grant date and the PSU Awards to vest over four years on each anniversary of the grant date subject to satisfaction or completion of performance criteria set annually by the Board. The first installment of PSUs included in the LTIP Awards have assumed performance criteria has been met for the 2023 fiscal year, and 25% of the PSUs awarded in the LTIP Awards will vest on May 3, 2024.

The Company recognized $2,845,691 and $3,060,235 in expense for stock-based compensation from Common Stock options and Common Stock issued to employees, officers, and directors during the three and six months ended June 30, 2023, respectively.

The Company recognized $697,842 and $1,688,925, in expense for stock-based compensation from Common Stock options and Common Stock issued to employees, officers, and directors during the six months ended June 30, 2022, respectively.

Stock option activity is summarized as follows:


Options	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2023	10,356,500	$	2.13		7.08	$	772,996
Granted	3,340,000		1.20		9.93
Forfeited	(495,000)		2.80
Vested	(462,500)		1.94
Balance at June 30, 2023	12,739,000	$	1.91		7.42	$	326,485
Exercised	—		—		—		—
Exercisable at June 30,2023	12,739,000	$	1.91		7.42		326,485

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on June 30, 2023 and December 31, 2022, respectively, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on June 30, 2023 and December 31, 2022. This amount will change in future periods based on the fair market value of the Company’s shares and the number of options outstanding.

The Company uses the Black-Scholes option pricing model to estimate the fair value of the options granted during the six months ended June 30, 2023 and the year ended December 31, 2022, using the following ranges of assumptions.:


	June 30, 2023	December 31, 2022
Risk free rate	1.59%	1.58%
Expected dividend yield	0%	0%
Expected volatility	75.97%	75% - 80.75%
Expected option life	4.75 to 6.25 years	4.75 to 6.25 years

As permitted under ASC 718, the Company has an accounting policy to account for forfeitures when they occur.

The following table summarizes the number of unvested RSU awards as of June 30, 2023 and December 31, 2022 and the changes during the six months ended June 30, 2023:


Options	Shares	Weighted-Average Grant Date Fair Value
Unvested shares at January 1, 2023	—	$	—
Granted	1,600,000		1.03
Exercised	—		—
Forfeited or expired	—		—
Vested	(400,000)		1.03
Unvested at June 30, 2023	1,200,000	$	1.03

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

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

For the six months ended June 30, 2023, the Company issued 385,550 shares of Common Stock valued at $397,117 as compensation to its directors.

Common and Preferred Stock Issued as Payment for Acquisitions

The Company issued an aggregate of 1,146,099 shares of Common Stock valued at $1,948,620 in connection with the acquisition of the assets of Drift during 2022.

On February 9, 2022, the Company issued 7,116,564 shares of Common Stock valued at $11,600,000 for the acquisition of MCG. The Company also issued 29,160 shares of Common Stock valued at $47,531 following closing for a purchase price adjustment required by the MCG Merger Agreement.

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

On May 11, 2023, the Company issued 2,884,615 shares of Common Stock valued at $3,150,000 for the acquisition of Smokey’s.

On June 1, 2023, the Company issued 7,619,047 shares of Common Stock valued at $8,000,000 for the acquisition of Everest.

On June 15, 2023, the Company issued 4,488,691 shares of Common Stock valued at $4,488,692 for the acquisition of Standing Akimbo.

Warrants

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

For the year ended December 31, 2021, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock as consideration for the Star Buds Acquisition. These warrants have an exercise price of $1.20 per share and expiration dates five years from the dates of issuance. In addition, the Company issued a warrant to purchase an aggregate of 1,500,000 shares of Common Stock to Altmore in connection with entering into a loan agreement. This warrant has an exercise price of $2.50 per share and expires five years from the date of issuance. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $1.20 and $2.50, respectively, (ii) the contractual term of the warrant of five years, (iii) a risk-free interest rate ranging between 0.21% - 1.84% and (iv) an expected volatility of the price of the underlying Common Stock ranging between 157.60% - 194.56%. No new warrants were issued as of June 30, 2023.

The following table reflects the change in Common Stock purchase warrants for the period ended June 30, 2023:


	Equity Classified Warrants		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance as of December 31, 2022	7,218,750	$	1.76	2.74
Warrants exercised	—		—	—
Warrants forfeited/expired	(187,500)		—	—
Warrants issued	—		—	—
Balance as of June 30, 2023	7,031,250	$	1.67	2.63

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2208762

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Inventory (Tables)

6 Months Ended

Jun. 30, 2023

Inventory

Schedule of Inventory


		June 30, 2023		December 31, 2022
Raw Materials	$	2,310,920	$	2,325,482
Work in Process		13,194,868		14,504,490
Finished Goods		18,315,494		5,724,210
Total Inventories	$	33,821,282	$	22,554,182

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Preferred Stock	Common Stock	Additional Paid in Capital	Accumulated Deficit	Treasury Stock	Total
Beginning balance, value at Dec. 31, 2021	$ 87	$ 45,485	$ 162,815,097	$ (27,773,968)	$ (1,517,036)	$ 133,569,665
Beginning balance, shares at Dec. 31, 2021	86,994	45,484,314			517,044
Net income (loss)				7,062,281		7,062,281
Issuance of stock as payment for acquisitions		$ 9,742	15,090,258			15,100,000
Issuance of stock as payment for acquisitions, shares		9,742,204
Issuance of common stock as compensation to employees, officers and/or directors		$ 223	384,784			385,006
Issuance of common stock as compensation to employees, officers, and/or directors, shares		222,547
Return of common stock as compensation to employees, officers and/or directors					$ (473,642)	(473,642)
Return of common stock as compensation to employees, officers and/or directors, shares					369,415
Stock based compensation expense related to common stock options			1,688,925			1,688,925
Ending balance, value at Jun. 30, 2022	$ 87	$ 55,450	179,979,063	(20,711,687)	$ (1,990,678)	157,332,235
Ending balance, shares at Jun. 30, 2022	86,994	55,449,065			886,459
Beginning balance, value at Dec. 31, 2021	$ 87	$ 45,485	162,815,097	(27,773,968)	$ (1,517,036)	133,569,665
Beginning balance, shares at Dec. 31, 2021	86,994	45,484,314			517,044
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
Beginning balance, value at Mar. 31, 2022	$ 87	$ 53,514	176,998,151	(54,552,670)	$ (1,517,036)	120,982,046
Beginning balance, shares at Mar. 31, 2022	86,994	53,513,644			517,044
Net income (loss)				33,840,983		33,840,983
Issuance of stock as payment for acquisitions		$ 1,713	1,898,287			1,900,000
Issuance of stock as payment for acquisitions, shares		1,712,874
Issuance of common stock as compensation to employees, officers and/or directors		$ 223	384,784			385,006
Issuance of common stock as compensation to employees, officers, and/or directors, shares		222,547
Stock based compensation expense related to common stock options			697,842		$ (473,642)	224,200
Stock based compensation expense related to common stock options, Shares					369,415
Ending balance, value at Jun. 30, 2022	$ 87	$ 55,450	179,979,063	(20,711,687)	$ (1,990,678)	157,332,235
Ending balance, shares at Jun. 30, 2022	86,994	55,449,065			886,459
Beginning balance, value at Dec. 31, 2022	$ 87	$ 56,353	180,381,641	(46,241,583)	$ (2,033,127)	132,163,371
Beginning balance, shares at Dec. 31, 2022	86,994	56,352,545			920,150
Net income (loss)				(4,862,202)		(4,862,202)
Issuance of stock as payment for acquisitions		$ 14,992	17,277,998			17,292,990
Issuance of stock as payment for acquisitions, shares		14,992,354
Issuance of common stock as compensation to employees, officers and/or directors		$ 385	396,731			397,116
Issuance of common stock as compensation to employees, officers, and/or directors, shares		385,550
Stock based compensation expense related to common stock options			3,060,235			3,060,235
Ending balance, value at Jun. 30, 2023	$ 87	$ 71,730	201,116,605	(51,103,785)	$ (2,033,127)	148,051,510
Ending balance, shares at Jun. 30, 2023	86,994	71,730,449			920,150
Beginning balance, value at Mar. 31, 2023	$ 87	$ 56,353	180,596,185	(44,496,261)	$ (2,033,127)	134,123,345
Beginning balance, shares at Mar. 31, 2023	86,994	56,352,545			920,150
Net income (loss)				(6,607,524)		(6,607,524)
Issuance of stock as payment for acquisitions		$ 14,992	17,277,998			17,292,990
Issuance of stock as payment for acquisitions, shares		14,992,354
Issuance of common stock as compensation to employees, officers and/or directors		$ 385	396,731			397,116
Issuance of common stock as compensation to employees, officers, and/or directors, shares		385,550
Stock based compensation expense related to common stock options			2,845,691			2,845,691
Ending balance, value at Jun. 30, 2023	$ 87	$ 71,730	$ 201,116,605	$ (51,103,785)	$ (2,033,127)	$ 148,051,510
Ending balance, shares at Jun. 30, 2023	86,994	71,730,449			920,150

Tax Provision (Details) - USD ($)	3 Months Ended		6 Months Ended
Tax Provision (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Tax Provision
Income (loss) before income taxes	$ (1,464,965)	$ 38,246,945	$ 4,942,535	$ 12,728,137
Income tax expense	$ 5,142,559	$ 4,405,962	$ 9,804,737	$ 5,665,856
Effective tax rate	(351.04%)	11.52%	(198.00%)	44.51%

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

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

+ References + Details

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events

Subsequent Events

19.Subsequent Events

In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to June 30, 2023 to the date these condensed consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 01, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	000-55450
Entity Registrant Name	MEDICINE MAN TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	46-5289499
Entity Address, Address Line One	4880 Havana Street
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80239
City Area Code	(303)
Local Phone Number	371-0387
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		70,590,451
Entity Central Index Key	0001622879
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Marketable securities, unrealized loss	$ 1,816	$ 39,270
Accumulated depreciation	7,007,889	4,899,977
Accumulated amortization	$ 24,981,817	$ 16,290,862
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)	86,994	86,994
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	71,730,449	56,352,545
Common stock, shares outstanding	70,590,451	55,212,547
Treasury stock, common shares	920,150	920,150

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases

Schedule of balance sheet classification of operating lease assets and liabilities


	Balance Sheet Line	June 30, 2023
Asset
Operating lease right of use assets	Noncurrent assets	$	23,213,504
Liabilities
Lease liabilities	Current Liabilities	$	4,026,595
Lease liabilities	Noncurrent liabilities		22,096,232

Schedule of maturities of lease liabilities


2023	$	39,361,669
Less: Interest		13,178,774
Present value of lease liabilities	$	26,182,895

Schedule of future minimum lease obligation under ASC 842


2023	$	3,593,197
2024		6,336,199
2025		5,435,299
2026		5,070,471
2027		3,902,717
Thereafter		15,023,786
Total	$	39,361,669

Goodwill Accounting - Segment (Details) - USD ($)	6 Months Ended	12 Months Ended
Goodwill Accounting - Segment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Beginning balance of goodwill	$ 94,605,301	$ 43,316,267
Goodwill acquired during the period	13,592,071	62,368,339
Measurement-period adjustment to prior year acquisition	(32,229,242)	640,001
Goodwill impairment	0	(11,719,306)
Ending balance of goodwill	75,968,130	94,605,301
Retail
Goodwill [Roll Forward]
Beginning balance of goodwill	52,583,794	26,349,025
Goodwill acquired during the period	13,592,071	25,594,768
Measurement-period adjustment to prior year acquisition	(3,444,242)	640,001
Ending balance of goodwill	62,731,623	52,583,794
Wholesale
Goodwill [Roll Forward]
Beginning balance of goodwill	7,219,936	13,964,016
Goodwill acquired during the period		1,792,000
Goodwill impairment		(8,536,080)
Ending balance of goodwill	7,219,936	7,219,936
Other
Goodwill [Roll Forward]
Beginning balance of goodwill	34,801,571	3,003,226
Goodwill acquired during the period		34,981,571
Measurement-period adjustment to prior year acquisition	(28,785,000)
Goodwill impairment		(3,183,226)
Ending balance of goodwill	$ 6,016,571	$ 34,801,571

- 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

Derivative Liability - Reconciliation of Beginning and Ending Balances of Derivative Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Derivative Liability
Derivative liability, beginning	$ 8,006,568	$ 16,508,253	$ 16,508,253	$ 34,923,013
Loss on derivative liability	(1,468,083)	(8,501,685)	(9,969,768)	(18,414,760)
Derivative liability, ending	$ 6,538,485	$ 8,006,568	$ 6,538,485	$ 16,508,253

Debt

6 Months Ended

Jun. 30, 2023

Debt

Debt

11.Debt

Term Loan — On February 26, 2021, the Company entered into a Loan Agreement with SHWZ Altmore, LLC (“Altmore”), as lender, and GGG Partners LLC, as collateral agent (the “Loan Agreement”). 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 June 30, 2023, the Company was in compliance with the requirements described above.

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

Investor Notes – On December 3, 2021, the Company and the Subsidiary Guarantors entered into a Securities Purchase Agreement with the Note Investors pursuant to which the Company agreed to issue and sell to the Note Investors Investor Notes in a private placement. On December 7, 2021, the Company consummated the private placement and issued and

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

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

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

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

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

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

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

make Restricted Payments not otherwise permitted thereunder (a) in an amount not to exceed $500,000 until discharge of the Indenture, or (b) after December 7, 2024, so long as the Company’s Consolidated Leverage Ratio (as defined in the Indenture) is between 1.00 and 2.25 for the applicable reference period at the time of the Restricted Payment after giving pro forma effect thereto.

The Indenture contains restrictions and limitations on the Company’s ability to incur additional debt and grant liens on its assets. The Company and its Subsidiary Guarantors are not permitted to incur additional debt or issue Disqualified Equity Interests (as defined in the Indenture) unless the Company’s Consolidated Leverage Ratio is between 1.00 and 2.25 after giving pro forma effect thereto. In addition, the Company is not permitted to grant a senior lien on its assets (excluding acquisition target assets that are identified in the Indenture) to secure indebtedness unless and until (a) at least $80,000,000 of the net proceeds from the Notes (plus the proceeds of certain sale-leaseback transactions) have been used to consummate Permitted Acquisitions prior to the granting of any such lien, and (b) the Consolidated Leverage Ratio for the applicable reference period, calculated on a pro forma basis giving effect to such acquisition and all related transactions, is less than 1.40 to 1.00. As of June 30, 2023, the Company expended all of the proceeds from the Investor Notes on acquisitions. The Indenture provides that the Company and its Subsidiary Guarantors may incur debt under certain circumstances, including but not limited to, (i) debt incurred related to certain acquisitions and dispositions, including capital lease obligations and sale-leaseback transactions not to exceed $5,500,000 (plus up to an additional $2,200,000 in connection with certain transactions identified prior to the Issuance Date) in the aggregate at any time, (ii) certain transactions in the ordinary course of business, and (iii) any other unsecured debt not to exceed $1,000,000 at any time.

Nuevo Note – On February 8, 2022, in connection with the Nuevo Purchase Agreement, Nuevo Purchaser issued the Nuevo Note to RGA, requiring the Company to make payments on an aggregate amount of $17,000,000. The deferred Nuevo Note incurs 5% interest per year, payable on the first of each month. The principal is due February 7, 2025.

Everest Note – On June 1, 2023, in connection with the Everest Purchase Agreement, Everest Purchaser issued the Everest Note to Everest Seller, requiring the Company to make payments on an aggregate amount of $17,500,000. The Everest Note incurs 5% interest per year, payable quarterly starting June 30, 2023. Two initial principal and interest payments of $1,250,000 are due on August 30, 2023 and November 28, 2023. The Company is required to make installment payments of principal and interest starting June 30, 2025, and the total outstanding principal is due and payable on May 31, 2027.

Akimbo Deferred Purchase Price– On June 15, 2023, in connection with the Akimbo Purchase Agreement, the Company agreed to pay $4 million of the Akimbo Purchase Price over four years starting on July 15, 2023, of which the Company will hold back, in aggregate, approximately $750,000 from the Akimbo Deferred Purchase Price for purposes of securing certain obligations pursuant to the Akimbo Purchase Agreement.

The following tables sets forth our indebtedness as of June 30, 2023 and December 31, 2022, respectively, and future obligations:


	June 30,		December 31,
	2023		2022

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.	$	14,250,000	$	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.		101,110,670		99,118,391

Nuevo 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		17,000,000

Everest note dated June 1, 2023 in the original amount of $17,500,000. Interest of 5% per annum, due quarterly. Principal payments begin August 30, 2023.		17,500,000		—

Akimbo Deferred Purchase Price effective June 15, 2023 in the original amount of $4,000,000. Imputed interest of 5% per annum, due quarterly. Principal payments begin July 15, 2023.		4,000,000		—

Less: unamortized debt issuance costs		(5,760,669)		(6,603,695)
Less: unamortized debt discount		(36,904,857)		(40,993,176)

Total long term debt		155,445,144		127,771,520
Less: current portion of long term debt		(6,583,334)		(2,250,000)

Long term debt and unamortized debt issuance costs	$	148,861,810	$	125,521,520


			Unamortized
	Principal		Debt Issuance		Unamortized		Net Long
	Payments		Costs		Debt Discount		Term Debt
2023		5,500,000		843,023		4,435,174		221,803
2024		5,500,000		1,686,049		9,734,935		(5,920,984)
2025		27,624,655		1,686,049		11,057,799		14,880,807
2026		146,583,106		1,545,548		11,676,949		133,360,609
2027		12,902,909		—		—		12,902,909
Total	$	198,110,670	$	5,760,669	$	36,904,857	$	155,445,144

- 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

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+ Details