0001558370-24-004104 | 10-K | XBRL Viewer | Medicine MAN Technologies INC

December 31,

December 31,

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

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Segment Information (Details)	12 Months Ended
Segment Information (Details)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Segment Information
Number of identifiable segments \| segment	3	3
External revenues	$ 172,447,786	$ 159,379,219
Cost of goods and services	(96,424,150)	(79,090,461)
Depreciation	3,841,805	2,911,004
Goodwill	67,499,199	94,605,301	$ 43,316,267
Segment profit	(34,549,344)	(18,467,615)
Retail
Segment Information
Goodwill	55,960,284	52,583,794	26,349,025
Wholesale
Segment Information
Goodwill	5,522,344	7,219,936	13,964,016
Other
Segment Information
Goodwill	6,016,571	34,801,571	$ 3,003,226
Segments
Segment Information
External revenues	172,447,786	159,379,219
Depreciation and intangible assets amortization	20,933,541	11,549,116
Segment profit	3,288,692	12,854,834
Segment assets	358,144,332	322,882,733
Segments \| Retail
Segment Information
External revenues	155,463,816	141,254,893
Depreciation and intangible assets amortization	10,792,018	8,402,857
Segment profit	44,032,159	54,266,757
Segment assets	211,279,966	193,068,447
Segments \| Wholesale
Segment Information
External revenues	16,765,425	17,819,938
Depreciation and intangible assets amortization	3,840,969	2,190,072
Segment profit	(1,720,029)	(11,043,975)
Segment assets	113,288,960	70,400,502
Segments \| Other
Segment Information
External revenues	218,545	304,388
Depreciation and intangible assets amortization	6,300,554	956,187
Segment profit	(39,023,438)	(30,367,948)
Segment assets	$ 33,575,406	$ 59,413,784

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

12.Leases

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

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

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

The Company’s operating leases include options to extend or terminate the lease, which are not included in the determination of the ROU asset or lease liability unless reasonably certain to be exercised. The Company’s operating leases have remaining lease terms of less than 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	December 31, 2023
Asset
Operating lease right of use assets	Noncurrent assets	$	34,233,142
Liabilities
Lease liabilities	Current liabilities	$	4,922,724
Lease liabilities	Noncurrent liabilities		30,133,452

Maturities of Lease Liabilities

The following table presents the Company’s future minimum lease obligation under ASC 842 as of December 31, 2023:


2024	$	8,753,538
2025		7,704,717
2026		6,935,556
2027		5,409,672
2028		4,643,953
Thereafter		21,381,630
Total future minimum lease obligations	$	54,829,065
Less: interest		(19,772,889)
Present value of lease liabilities	$	35,056,176

Stockholders' Equity - Equity Incentive Plan (Details)			12 Months Ended
Stockholders' Equity - Equity Incentive Plan (Details)	May 24, 2023 installment	May 03, 2023	Dec. 31, 2023 USD ($) installment	Dec. 31, 2022 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compensation expense \| $			$ 3,574,831	$ 2,672,713
Equity Incentive Plan
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of installments \| installment			4
Service contractual term			10 years
Stock based compensation expense \| $			$ 3,574,831	$ 2,672,713
Equity Incentive Plan \| Long Term Incentive Plan 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Vesting period (in years)		4 years
Vesting percentage		25.00%
Chief executive officer \| Chief executive officer agreement \| Mr. Krishnamurthy
Accumulated Other Comprehensive Income (Loss) [Line Items]
Vesting period (in years)	4 years
Chief executive officer \| Chief executive officer agreement \| Restricted stock units \| Mr. Krishnamurthy
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of installments \| installment	4

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Intangible Assets

Schedule of intangible assets


	December 31, 2023				December 31, 2022
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License agreements	$	183,740,142	$	(25,092,938)	$	111,491,280	$	(12,154,237)
Tradename		7,931,500		(3,757,875)		6,021,500		(1,862,242)
Customer relationships		5,150,000		(2,210,119)		5,150,000		(1,474,405)
Non-compete		2,053,000		(1,645,833)		1,265,000		(765,556)
Product license and registration		—		—		57,300		(21,783)
Trade secret		—		—		32,500		(12,639)
Total Intangible Assets	$	198,874,642	$	(32,706,765)	$	124,017,580	$	(16,290,862)

Schedule of future projected annual amortization expense


2024	$	15,124,635
2025		14,781,757
2026		13,970,580
2027		13,330,407
2028		12,492,489
Thereafter		96,468,009
Total future projected annual amortization expense	$	166,167,877

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 19,248,932	$ 38,949,253
Accounts receivable, net of allowance for doubtful accounts	4,261,159	4,471,978
Inventory	25,787,793	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	3,914,064	5,293,393
Total current assets	53,668,047	71,735,033
Non-current assets
Fixed assets, net accumulated depreciation $8,741,782 and $4,899,977, respectively	31,113,630	27,089,026
Investment	2,000,000	2,000,000
Assets held for sale	202,111
Goodwill	67,499,199	94,605,301
Intangible assets, net accumulated amortization of $32,706,765 and $16,290,862, respectively	166,167,877	107,726,718
Other noncurrent assets	1,263,837	1,527,256
Operating lease right of use assets	34,233,142	18,199,399
Deferred tax assets, net	1,996,489
Total non-current assets	304,476,285	251,147,700
Total assets	358,144,332	322,882,733
Current liabilities
Accounts payable	13,341,561	10,723,661
Accrued expenses	7,774,691	7,462,290
Derivative liabilities	638,020	16,508,253
Lease liabilities - current	4,922,724	3,139,289
Current portion of long term debt	3,547,011	2,250,000
Income taxes payable	25,232,782	7,297,815
Total current liabilities	55,456,789	47,381,308
Long term debt, net of debt discount and issuance costs	153,262,203	125,521,520
Lease liabilities	30,133,452	17,314,464
Deferred tax liabilities, net		502,070
Total long-term liabilities	183,395,655	143,338,054
Total liabilities	238,852,444	190,719,362
Commitments and contingencies (Note 17)
Stockholders' equity
Preferred stock, $0.001 par value. 10,000,000 shares authorized; 85,534 shares issued and 85,534 shares outstanding as of December 31, 2023, and 86,994 shares issued and 86,994 shares outstanding as of December 31, 2022.	86	87
Common stock, $0.001 par value. 250,000,000 shares authorized; 74,888,392 shares issued and 73,968,242 shares outstanding as of December 31, 2023, and 56,352,545 shares issued and 55,212,547 shares outstanding as of December 31, 2022.	74,888	56,353
Additional paid-in capital	202,040,968	180,381,641
Accumulated deficit	(80,790,927)	(46,241,583)
Common stock held in treasury, at cost, 920,150 shares held as of December 31, 2023, and 920,150 shares held as of December 31, 2022.	(2,033,127)	(2,033,127)
Total stockholders' equity	119,291,888	132,163,371
Total liabilities and stockholders' equity	$ 358,144,332	$ 322,882,733

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net income (loss) for the period	$ (34,549,344)	$ (18,467,615)
Adjustments to reconcile net income (loss) to cash for operating activities
Depreciation and amortization	20,933,541	10,660,172
Non-cash interest expense	4,024,604	4,118,391
Impairment of goodwill	1,801,740	8,011,405
Non-cash lease expense	7,648,531	3,910,679
Deferred taxes	(2,090,967)	502,070
Loss on disposition of business units	1,968,807	4,684,369
Change in derivative liabilities	(15,870,233)	(18,414,760)
Amortization of debt issuance costs	1,686,049	1,686,048
Amortization of debt discount	8,523,493	7,484,613
(Gain) loss on investment, net	(1,816)	39,270
Stock based compensation	3,590,473	812,073
Changes in operating assets and liabilities (net of acquired amounts):
Accounts receivable	927,259	(105,185)
Inventory, including certain one-time non-cash expenses	4,571,069	789,399
Prepaid expenses and other current assets	1,579,349	(2,770,179)
Other assets	263,419	(248,682)
Change in operating lease liabilities	(7,498,128)	(13,113,041)
Accounts payable and other liabilities	(3,241,850)	11,845,245
Income taxes payable	17,934,967	5,270,074
Net cash provided by operating activities	12,200,963	6,694,346
Cash flows from investing activities:
Collection of notes receivable	11,944
Cash consideration for acquisition of business, net of cash acquired	(15,834,378)	(58,981,226)
Purchase of fixed assets	(7,865,654)	(14,007,892)
Purchase of intangible assets	(2,750,000)
Investment in private entity		(2,000,000)
Net cash used in investing activities	(26,438,088)	(74,989,118)
Cash flows from financing activities:
Payment on notes payable	(5,354,218)	(134,498)
Proceeds from issuance of common stock		978,308
Payment for statutory withholdings on RSU	(108,978)
Net cash (used in) provided by financing activities	(5,463,196)	843,810
Net decrease in cash and cash equivalents	(19,700,321)	(67,450,962)
Cash and cash equivalents at beginning of period	38,949,253	106,400,216
Cash and cash equivalents at end of period	19,248,932	38,949,253
Supplemental disclosure of cash flow information:
Cash paid for interest	17,896,954	15,243,990
Cash paid for income taxes	5,000,000	12,340,000
Supplemental disclosure of non-cash investing and financing activities:
Lease liability arising from right of use asset	14,006,930	14,105,320
Issuance of stock as payment for acquisitions	18,801,192	15,777,373
Deferred tax liability from acquisition		(3,214,080)
Issuance of debt for acquisition	20,157,766	17,000,000
Acquisitions:
Tangible and intangible assets acquired, net of cash	55,021,859	34,402,043
Liabilities assumed	6,267,276	(1,837,221)
Goodwill	$ 9,046,205	$ 62,368,339

Property and Equipment - Depreciation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment.
Depreciation	$ 3,841,805	$ 2,911,004

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Stockholders' Equity

13.Stockholders’ Equity

The Company is authorized to issue two classes of stock, Common Stock, par value $0.001 per share and Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (“Preferred Stock”).

Preferred Stock

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

The Company had 85,534 shares of Preferred Stock issued, of which 944 were held in escrow and were non-voting, as of December 31, 2023 and 86,994 shares of Preferred Stock issued, of which 944 were held in escrow and were non-voting, as of 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 and declared preferred dividends were $8,154,993 and $7,802,809 as of December 31, 2023 and December 31, 2022, respectively.

Conversion of Preferred Stock to Common Stock

On September 6, 2023, a holder of Preferred Stock converted 500 shares of Preferred Stock into 514,512 of Common Stock.

On December 18, 2023, two holders of Preferred Stock converted 480 shares of Preferred Stock each, resulting in 504,108 shares of Common Stock for one holder and 504,108 shares of Common Stock for the other.

Common Stock

The Company is authorized to issue 250,000,000 shares of Common Stock at a par value of $0.001. The Company had 74,888,392 shares of Common Stock issued, and 73,968,242 shares of Common Stock outstanding, 920,150 of treasury stock as of December 31, 2023, and 56,352,545 shares of Common Stock issued, 55,212,547 shares of Common Stock outstanding, 920,150 of treasury stock and 219,848 shares of Common Stock in escrow as of December 31, 2022.

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

For the year ended December 31, 2022, the Company issued 929,941 shares of Common Stock valued at $1,027,288 to employees, officers, and directors as compensation.

For the year ended December 31, 2023, the Company issued 1,224,400 shares of Common Stock valued at $974,093 to employees, officers, and directors as compensation.

Equity Incentive 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 $3,574,831 and $2,672,713 in expense for stock-based compensation from Common Stock options, RSUs and PSUs issued to employees, officers, and directors during the years ended December 31, 2023 and 2022, respectively.

The following table summarizes the ISO Awards activity granted under the Equity Plan as of the year ended December 31, 2023 and 2022.


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	7,145,000		1.14		9.23		—
Forfeited	(991,500)		1.36		—		—
Vested	(2,061,250)		2.05		—		—
Balance at December 31, 2023	14,448,750	$	1.86		6.16	$	—
Exercised	—		—		—		—
Exercisable at December 31, 2023	14,448,750	$	1.86		6.16		—

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 December 31, 2023 and 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 December 31, 2023 and 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 used the Black-Scholes option pricing model to estimate the fair value of the options granted during year ended December 31, 2023 and 2022, using the following ranges of assumptions:


	December 31, 2023	December 31, 2022
Risk free rate	3.88%	3.96%
Expected dividend yield	0%	0%
Expected volatility	75.97%	78.97%
Expected option life	4.75 to 6.25 years	4.75 to 6.25 years

The following table summarizes the number of unvested RSU awards under the LTIP as of December 31, 2023 and 2022.


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 December 31, 2023	1,200,000	$	1.03

The following table summarizes the number of unvested PSU awards under the LTIP as of December 31, 2023 and 2022.


Performance Share Units	Units	Weighted-Average Grant Date Fair Value
Unvested shares at January 1, 2023	-	$	-
Granted	702,432		1.03
Exercised	-		-
Forfeited or expired	(25,976)		1.03
Vested	-		-
Unvested at December 31, 2023	676,456	$	1.03

The following table summarizes the ISO Awards activity granted under the LTIP as of December 31, 2023 and 2022.


Options	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2023	—	$	—		—	$	—
Granted	702,432		1.03		9.35		—
Forfeited	(25,976)		1.03		—		—
Vested	—		—		—		—
Balance at December 31, 2023	676,456	$	1.03		9.35	$	—
Exercised	—		—		—		—
Exercisable at December 31, 2023	676,456	$	1.03		9.35		—

Other Equity Awards

During 2021, the company granted an option award outside of the Equity Plan to a former officer of the Company to purchase an aggregate of 2,000,000 shares of Common Stock at an exercise price of $1.49 per share, which vested immediately. As of December 31, 2023, none of the options were exercised and 2,000,000 options were outstanding. The weighted average exercise price as of December 31, 2023, was $1.49 per share. There was no aggregate intrinsic value calculated because the calculated far value of the Company's stock as of December 31, 2023 and 2022, was determined to be less than the exercise price of each option. The weighted average remaining contractual life as of December 31, 2023 and 2022, was approximately 2 months and 3 months, respectively.

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

Common and Preferred Stock Issued as Payment for Acquisitions

On July 21, 2021, the Company issued 2,213,994 shares of Common Stock valued at $5,377,786 of which 221,400 shares valued at $537,779 were placed in escrow for the acquisition of Southern Colorado Growers. In December 2022, the Company released 205,384 shares of escrow valued at $499,083 and cancelled 16,016 shares valued at $38,919 for satisfaction of indemnity claims pursuant to the asset purchase agreement with Southern Colorado Growers.

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

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

On May 31, 2022, the Company issued 1,450,381 shares of Common Stock valued at $1,900,000 for the acquisition of Urban Dispensary, of which 219,848 shares valued at $288,000 were held back as collateral for satisfaction of potential indemnity claims pursuant to the underlying purchase agreement. In December 2023, the Company released 182,262 shares of escrow valued at $238,763 and cancelled 37,586 shares valued at $49,237 for satisfaction of indemnity claims pursuant to the asset purchase agreement with 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.

On December 29, 2023, the Company issued 555,567 shares of Common Stock valued at $583,346 for the acquisition of Everest.

Warrants

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

During the year ended December 31, 2020, the Company issued 187,500 Common Stock purchase warrants to an accredited investor with an exercise price of $3.50 per share with an expiration date of three years from the date of issuance. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $3.50 , (ii) the contractual term of the warrant of three years , (iii) a risk-free interest rate ranging between 0.21% - 0.38% and (iv) an expected volatility of the price of the underlying Common Stock ranging between 173.07% - 187.52%. As of December 31, 2023, the 187,500 Common Stock purchase warrants have expired.

During 2021, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock as purchase consideration for the acquisition of certain Star Buds assets. These warrants have an exercise price of $1.20 per share and expiration dates five years from the date of issuance. In addition, the Company issued a warrant to purchase an aggregate of 1,500,000 shares of Common Stock to SHWZ Altmore, LLC in connection with entering into the Loan Agreement. This warrant has an exercise price of $2.50 per share and expires five years from the date of issuance. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $1.20 or $2.50, respectively, (ii) the contractual term of the warrant of five years, (iii) a risk-free interest rate ranging between 0.21% - 1.84% and (iv) an expected volatility of the price of the underlying Common Stock ranging between 157.60% - 194.56%.

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


	Equity Classified Warrants		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance as of December 31, 2022	7,218,750	$	1.76	2.99
Warrants exercised	—		—	—
Warrants forfeited/expired	(187,500)		—	—
Warrants issued	—		—	—
Balance as of December 31, 2023	7,031,250	$	1.48	2.11

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Party Transactions (Details)																						1 Months Ended		12 Months Ended
Related Party Transactions (Details)	Dec. 29, 2023 USD ($) shares	Sep. 29, 2023 USD ($) shares	Jun. 13, 2023 USD ($)	May 27, 2023 USD ($)	May 24, 2023 USD ($) installment shares	May 03, 2023 USD ($) 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 ($)	Mar. 30, 2021 USD ($) shares	Mar. 02, 2021 shares	Feb. 26, 2021 USD ($) $ / shares shares	Feb. 25, 2021 shares	Feb. 03, 2021 shares	Dec. 22, 2020 shares	Dec. 18, 2020 shares	Dec. 16, 2020 USD ($) shares	Jun. 05, 2019 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Mar. 14, 2021	Nov. 16, 2020 $ / shares
Restricted stock units
Related Party Transaction [Line Items]
Stock units granted \| shares																								1,600,000
Common Stock \| CRW Capital LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)															5.00%
Securities Purchase Agreement \| Investor Notes
Related Party Transaction [Line Items]
Interest payable in cash (as percentage)												9.00%
Interest rate (as percentage)												13.00%
Jonathan Berger \| Common Stock
Related Party Transaction [Line Items]
Stock issued, new shares \| shares	89,080	40,900				12,136	50,971	102,355	19,085	70,001	40,463
Number of shares issued, Value	$ 54,250	$ 32,311				$ 12,500	$ 52,500	$ 100,000		$ 35,001	$ 22,728												$ 25,001
CRW \| Common Stock \| CRW Capital LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)															5.00%
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 \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Monitoring fee															150,000
Monitoring fee per month															12,500
Payment of monitoring fee															$ 150,000									$ 0	$ 25,000
CRW \| Securities Purchase Agreement \| Preferred Stock.
Related Party Transaction [Line Items]
Stock issued, new shares \| shares															25,350
CRW \| Securities Purchase Agreement \| Preferred Stock. \| Series A Preferred Stock
Related Party Transaction [Line Items]
Share price (in dollars per share) \| $ / shares															$ 1,000
Proceeds from sale of equity															$ 25,350,000
Stock issued, new shares \| shares															25,350
Cozad Investments, L.P. \| Securities Purchase Agreement \| Investor Notes
Related Party Transaction [Line Items]
Note receivable balance												$ 245,000
Principal amount												$ 250,000
Mr Cozad \| Common Stock
Related Party Transaction [Line Items]
Stock issued, new shares \| shares	45,156	34,253					50,971			22,728	40,463
Number of shares issued, Value	$ 27,500						$ 52,500			$ 35,001	$ 70,001											$ 27,060
Dye Cann I \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Purchase price (in dollars per share) \| $ / shares																					$ 3.50
Percentage of warrants to purchase common stock																					100.00%
Proceeds from sale of equity																				$ 18,575,000
Stock issued for acquisition placed in escrow, value \| shares																				9,287,500	1,500,000
Dye Cann I \| Securities Purchase Agreement \| Common Stock
Related Party Transaction [Line Items]
Shares to be sold, purchase agreement, minimum \| shares																					8,187,500
Shares to be sold, purchase agreement, maximum \| shares																					10,687,500
Share price (in dollars per share) \| $ / shares																					$ 2.00
Proceeds from sale of equity																					$ 3,000,000
Stock issued, new shares \| shares																				9,287,500	1,500,000
Dye Cann I \| Securities Purchase Agreement \| Preferred Stock.
Related Party Transaction [Line Items]
Stock issued, new shares \| shares																				7,700
Dye Cann II \| Securities Purchase Agreement \| Preferred Stock.
Related Party Transaction [Line Items]
Share price (in dollars per share) \| $ / shares																											$ 1,000
Proceeds from sale of equity													$ 21,350,000
Stock issued, new shares \| shares													4,000	2,500		1,300	3,100	1,300	1,450					21,350
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]
Lease term			5 years
Monthly rent payment			$ 22,649
Tella Digital
Related Party Transaction [Line Items]
Costs and expenses to related party																								$ 503,342	$ 382,622
Brian Ruden \| CRW Capital LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)																										50.00%
Brian Ruden \| Common Stock
Related Party Transaction [Line Items]
Amount of annual compensation																								$ 35,000
Jeff Garwood \| Common Stock
Related Party Transaction [Line Items]
Stock issued, new shares \| shares	15,158	22,152					50,971			22,728	40,463
Number of shares issued, Value	$ 9,231	$ 17,500								$ 35,001	$ 70,001
Cash paid as compensation for service		$ 8,750
Jeff Garwood \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Interest payable in cash (as percentage)												9.00%
Note receivable balance												$ 294,000
Interest rate												13.00%
Principal amount												$ 300,000
Jeff Garwood \| Securities Purchase Agreement \| Common Stock
Related Party Transaction [Line Items]
Number of shares issued, Value							$ 52,500
Pratap Mukharji \| Common Stock
Related Party Transaction [Line Items]
Stock issued, new shares \| shares	43,103	33,228					50,971			22,728	40,463
Number of shares issued, Value	$ 26,250	$ 26,250					$ 52,500			$ 35,001	$ 70,001
Pratap Mukharji \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Interest payable in cash (as percentage)												9.00%
Note receivable balance												$ 196,000
Interest rate												13.00%
Principal amount												$ 200,000
Rubin Revocable Trust \| Securities Purchase Agreement \| Investor Notes
Related Party Transaction [Line Items]
Interest payable in cash (as percentage)												9.00%
Interest rate (as percentage)												13.00%
Note receivable balance												$ 98,000
Principal amount												$ 100,000
Dye Capital \| Convertible Promissory Note And Security Agreement
Related Party Transaction [Line Items]
Debt converted, amount converted															$ 5,000,000
Debt interest amount converted															$ 60,250
Shares issued on conversion of debt (in shares) \| shares															5,060
Cash paid on conversion of debt															$ 230.97
Principal amount																				$ 5,000,000
Board of directors \| Chair Agreement \| Mr. Dye
Related Party Transaction [Line Items]
Termination fee payable.				$ 350,000
Stock option awards vested and outstanding \| shares																						2,000,000
Amount of annual compensation				$ 300,000
Mr. Dye \| Common Stock
Related Party Transaction [Line Items]
Stock issued, new shares \| shares	123,153	130,801
Number of shares issued, Value	$ 75,000	$ 103,333
Chief executive officer \| Mr. Krishnamurthy \| Restricted stock units
Related Party Transaction [Line Items]
Stock units 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
Number of RSUs vested \| shares					400,000
Value of RSUs vested					$ 412,000
Paul Montalbano \| Common Stock
Related Party Transaction [Line Items]
Stock issued, new shares \| shares	43,103	33,228					50,971			22,728	40,463
Number of shares issued, Value	$ 26,250	$ 26,250					$ 52,500			$ 35,001	$ 70,001
Marc Rubin \| CRW Capital LLC
Related Party Transaction [Line Items]
Ownership interest (as percentage)															50.00%
Marc Rubin \| Common Stock
Related Party Transaction [Line Items]
Stock issued, new shares \| shares	43,103
Number of shares issued, Value	$ 26,250
Marc Rubin \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Stock issued, new shares \| shares		33,228					69,125
Number of shares issued, Value		$ 26,250					$ 71,200
Bradley Stewart \| Common Stock
Related Party Transaction [Line Items]
Stock issued, new shares \| shares	46,388	34,870				13,825	13,825
Number of shares issued, Value	$ 28,250	$ 27,547				$ 14,240	$ 14,240
Kathy Vrabeck \| Common Stock
Related Party Transaction [Line Items]
Stock issued, new shares \| shares	27,946
Number of shares issued, Value	$ 17,019

Stockholders' Equity - Common Stock (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Stockholders' Equity
Common stock, authorized (in shares)	250,000,000	250,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, issued (in shares)	56,352,545	74,888,392
Common stock, outstanding (in shares)	55,212,547	73,968,242
Treasury stock, common shares	920,150	920,150
Common stock held in escrow	219,848

Leases - Future Minimum Lease Obligation (Details)	Dec. 31, 2023 USD ($)
Leases
2024	$ 8,753,538
2025	7,704,717
2026	6,935,556
2027	5,409,672
2028	4,643,953
Thereafter	21,381,630
Total future minimum lease obligations	54,829,065
Less: interest	(19,772,889)
Present value of lease liabilities	$ 35,056,176

Recently Adopted Accounting Pronouncements

12 Months Ended

Dec. 31, 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 do not have a significant impact on the financial statements have been excluded herein.

In November 2023, the FASB issued ASU No.2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, to provide enhanced segment disclosures. The standard requires disclosures about significant segment expense categories and amounts for each reportable segment, for all periods presented. Additionally, the standard requires public entities to disclose the title and position of the Chief Operating Decision Maker (“CODM”) in the consolidated financial statements. These enhanced disclosures are required for all entities on an interim and annual basis, effective for fiscal years beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. The adoption of this standard is not expected to 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

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+ Details

Business Combinations - Allocation of Purchase Price (Details) - USD ($)	Dec. 31, 2023	Jun. 15, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 67,499,199		$ 94,605,301	$ 43,316,267
Evergreen Holdco, LLC
Business Acquisition [Line Items]
Cash	1,412,722
Accounts receivable	716,440
Inventory	10,177,488
Fixed assets	1,443,149
Intangible assets	25,150,226
Goodwill	5,122,417
Operating lease right of use assets	4,610,779
Total assets acquired	48,633,221
Accounts payable and accrued expenses	1,656,497
Lease liability	4,610,779
Total liabilities assumed	6,267,276
Estimated fair value of net assets acquired	42,365,945
Standing Akimbo, LLC
Business Acquisition [Line Items]
Cash	2,100
Inventory	330,000
Intangible assets	7,249,732
Goodwill	1,768,633	$ 1,770,000
Total assets acquired	9,350,465
Estimated fair value of net assets acquired	9,350,465
Smoke Holdco LLC
Business Acquisition [Line Items]
Cash	800
Inventory	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

Intangible Assets (Details) - USD ($)	12 Months Ended
Intangible Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Intangible Assets.
Amortization expense	$ 16,415,903	$ 8,638,112
Impairment of intangible assets	$ 0	$ 0
Impairment Of Intangible Asset Finite Lived Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag	true	true

Earnings per share (Basic and Dilutive) (Tables)

12 Months Ended

Dec. 31, 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 Year Ended
	December 31,
	2023		2022
Numerator:
Net income (loss)	$	(34,549,344)	$	(18,467,615)
Less: Accumulated preferred stock dividends for the period		(8,154,993)		(7,802,809)
Net income (loss) attributable to common stockholders	$	(42,704,337)	$	(26,270,424)

Denominator:
Weighted-average shares of common stock		64,535,245		53,637,003

Basic earnings (loss) per share	$	(0.66)	$	(0.49)

Numerator:
Net income (loss) attributable to common stockholders – Basic		(42,704,337)		(26,270,424)
Add: Investor note accrued interest		1,686,051		4,007,557
Add: Investor note amortized debt discount		8,523,493		7,484,613
Less: Loss on derivative liability related to investor note		15,870,233		(18,414,760)
Net income (loss) attributable to common stockholders – dilutive	$	(16,624,560)	$	(33,193,014)

Denominator:
Weighted-average shares of common stock		64,535,245		53,637,003
Dilutive effect of investor notes		50,603,812		49,379,715
Diluted weighted-average shares of common stock		115,139,056		103,016,719

Diluted earnings (loss) per share	$	(0.66)	$	(0.49)

Accounting Policies and Estimates (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies and Estimates.

Schedule of fair value measurement

Schedule of accounts receivable


	December 31,		December 31,
	2023		2022

Accounts receivable - trade	$	4,294,739	$	4,564,918
Accounts receivable - tenant improvement allowances		263,846		—
Allowance for doubtful accounts		(297,426)		(92,940)
	$	4,261,159	$	4,471,978

Summary of expected useful lives


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

Accounting Policies and Estimates (Details) - USD ($)	12 Months Ended
Accounting Policies and Estimates (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment
Prepaid expenses and other assets	$ 5,180,000	$ 6,820,000
Prepaid expenses	2,740,000	3,880,000
Security deposits	1,170,000	1,530,000
Prepaid Inventory	1,270,000	1,410,000
Accounts payable	13,340,000	10,720,000
Accrued expenses and other liabilities	7,770,000	7,460,000
Loyalty liability	1,410,000	1,590,000
Advertising and marketing expense	2,120,000	2,370,000
Stock based compensation	3,574,831	2,672,713
Cash and cash equivalents	19,248,932	38,949,253
Investments	2,000,000.00	2,000,000.00
Assets held for sale	$ 202,111
Minimum
Property, Plant and Equipment
Intangible assets useful lives (in years)	3 years
Minimum \| Wholesale
Property, Plant and Equipment
Revenue collection term	14 days
Maximum
Property, Plant and Equipment
Intangible assets useful lives (in years)	15 years
Percentage of investment held	20.00%
Maximum \| Wholesale
Property, Plant and Equipment
Revenue collection term	30 days
Accrued Payroll
Property, Plant and Equipment
Accrued expenses and other liabilities	$ 981,112	1,510,000
Accrued Interest
Property, Plant and Equipment
Accrued expenses and other liabilities	3,370,000	3,420,000
Legal Settlement Fees
Property, Plant and Equipment
Accrued expenses and other liabilities	525,000
Operating Expenses.
Property, Plant and Equipment
Accrued expenses and other liabilities	2,900,000	2,530,000
Related Party
Property, Plant and Equipment
Accounts payable	$ 0	$ 22,380

Stockholders' Equity - Black-Scholes option pricing model to fair value of the options granted (Details) - Employee Stock Option	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	3.88%	3.96%
Expected dividend yield	0.00%	0.00%
Expected volatility rate	75.97%	78.97%
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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (34,549,344)	$ (18,467,615)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
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Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 45
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Segment Information

12 Months Ended

Dec. 31, 2023

Segment Information

Segment Information

18.Segment Information

The Company has three identifiable segments: (i) Retail, (ii) Wholesale and (iii) Other. Retail represents our dispensaries which sell merchandise directly to customers via retail locations and e-commerce portals in Colorado and New Mexico. Wholesale represents our manufacturing, cultivation, and wholesale business which sells merchandise to customers via e-commerce portals, a retail location, and a manufacturing facility. Other derives its revenue from in-store advertisements and vendor promotions. The following information represents segment activity for the periods ended December 31, 2023:


	For The Year Ended
	December 31, 2023
	Retail		Wholesale		Other		Total
External revenues	$	155,463,816	$	16,765,425	$	218,545	$	172,447,786
Depreciation and intangible assets amortization		10,792,018		3,840,969		6,300,554		20,933,541
Segment profit		44,032,159		(1,720,029)		(39,023,438)		3,288,692
Segment assets		211,279,966		113,288,960		33,575,406		358,144,332

Goodwill assigned to the Retail, Wholesale and Other segments as of December 31, 2023 totaled $55,960,284, $5,522,344, $6,016,571, respectively.

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


	For The Year Ended
	December 31, 2022
	Retail		Wholesale		Other		Total
External revenues	$	141,254,893	$	17,819,938	$	304,388	$	159,379,219
Depreciation and intangible assets amortization		8,402,857		2,190,072		956,187		11,549,116
Segment profit		54,266,757		(11,043,975)		(30,367,948)		12,854,834
Segment assets		193,068,447		70,400,502		59,413,784		322,882,733

Goodwill assigned to the Retail, Wholesale and Other segments as of December 31, 2022, were $52,583,794, $7,219,936, and $34,801,571, respectively. As of December 31, 2022, goodwill acquired from acquisitions that were related to Retail or Wholesale were recorded with Other until final valuation was completed.

- 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Stockholders' Equity - Unvested RSU awards (Details) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Shares
Unvested shares \| shares	0
Granted \| shares	1,600,000
Vested \| shares	(400,000)
Unvested shares \| shares	1,200,000
Weighted-Average Grant Date Fair Value
Unvested shares \| $ / shares	$ 0
Granted \| $ / shares	1.03
Vested \| $ / shares	1.03
Unvested shares \| $ / shares	$ 1.03

Notes Receivable

12 Months Ended

Dec. 31, 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 December 31, 2023 and 2022 the outstanding balance, including penalties for late payments, on the notes receivable from Colorado Cannabis Company totaled $0 and $11,944, respectively.

Stockholders' Equity - ISO Awards activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Options, Weighted Average Exercise Price
Vested (in dollars per share)	$ 2.05
Equity Incentive Plan
Options, Shares
Beginning balance (in shares)	10,356,500
Granted (in shares)	7,145,000
Forfeited (in shares)	(991,500)
Vested (in shares)	(2,061,250)
Ending balance (in shares)	14,448,750	10,356,500
Exercisable (in shares)	14,448,750
Options, Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 2.13
Granted (in dollars per share)	1.14
Forfeited (in dollars per share)	1.36
Ending balance (in dollars per share)		$ 2.13
Exercisable (in dollars per share)	$ 1.86
Options, Additional information
Weighted average remaining contractual term, Granted	9 years 2 months 23 days
Weighted-average remaining contractual term	6 years 1 month 28 days	7 years 29 days
Options exercisable, Weighted Average Remaining Contractual Term (in years)	6 years 1 month 28 days
Options outstanding, Aggregate intrinsic value	$ 772,996
LTIP
Options, Shares
Beginning balance (in shares)	0
Granted (in shares)	702,432
Forfeited (in shares)	(25,976)
Ending balance (in shares)	676,456	0
Exercisable (in shares)	676,456
Options, Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 0
Granted (in dollars per share)	1.03
Forfeited (in dollars per share)	1.03
Ending balance (in dollars per share)	1.03	$ 0
Exercisable (in dollars per share)	$ 1.03
Options, Additional information
Weighted average remaining contractual term, Granted	9 years 4 months 6 days
Weighted-average remaining contractual term	9 years 4 months 6 days
Options exercisable, Weighted Average Remaining Contractual Term (in years)	9 years 4 months 6 days

Accounting Policies and Estimates - Assets and Liabilities Measured at Fair Value (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Recurring \| Marketable Securities \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets	$ 456,099	$ 454,283

Goodwill Accounting - Segment (Details) - USD ($)	12 Months Ended
Goodwill Accounting - Segment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Beginning balance of goodwill	$ 94,605,301	$ 43,316,267
Goodwill acquired during the period	9,046,205	62,368,339
Measurement-period adjustment to prior year acquisition	(34,350,567)	640,001
Goodwill impairment	(1,801,740)	(11,719,306)
Ending balance of goodwill	67,499,199	94,605,301
Retail
Goodwill [Roll Forward]
Beginning balance of goodwill	52,583,794	26,349,025
Goodwill acquired during the period	9,046,205	25,594,768
Measurement-period adjustment to prior year acquisition	(5,565,567)	640,001
Goodwill impairment	(104,148)
Ending balance of goodwill	55,960,284	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	(1,697,592)	(8,536,080)
Ending balance of goodwill	5,522,344	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

Inventory (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Inventory
Raw materials	$ 2,005,306	$ 2,325,482
Work in process	5,814,290	14,504,490
Finished goods	17,968,197	5,724,210
Total inventories	25,787,793	22,554,182
Adjustment to net realizable value of inventory	$ 4,268,085	$ 0

Goodwill Accounting - Narrative (Details) - USD ($)	12 Months Ended
Goodwill Accounting - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill Accounting
Goodwill impairment charges	$ 1,801,740	$ 11,719,306

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

17.Commitments and Contingencies

Definitive Agreement to Acquire Smokey’s

On January 25, 2023, the Company entered into the Smokey’s Asset Purchase Agreement, and the Company acquired the operating assets related to the two dispensaries pursuant to the Smokey’s Asset Purchase agreement on May 10, 2023. The aggregate consideration for the Acquisition was approximately $7.50 million, of which approximately $3.75 million was paid in cash and $3.75 million was paid in Company stock. The company held back from issuance $600,000 worth of Company Common Stock and $150,000 from the cash consideration, as collateral for potential claims for indemnification from Smokey’s under the Smokey’s Purchase Agreement. Any purchase price held back and not used to satisfy indemnification will be issued and released on November 11, 2024.

Definitive Agreement to Acquire Everest Apothecary Inc.

On April 21, 2023, the Company entered into Everest Purchase Agreement, and the Company acquired the operating assets related to Everest assets pursuant to the Everest Purchase Agreement on June 1, 2023. The aggregate purchase price for Everest Acquisition paid at closing was approximately $42.36 million, of which $12.50 million was paid in cash, $17.35 million was paid in the form of an unsecured promissory note issued by Everest Purchaser to Seller (the “Everest Note”), and $8.00 million was paid in Company Common Stock in the amount of 7,619,047 shares. In addition to the foregoing, Everest Purchaser may be required to make a potential “earn-out” payment of up to an additional $8.00 million, payable in Company Common Stock priced at closing, based on the revenue performance of certain retail stores of Everest Apothecary for 12 months following such store opening for business (collectively, the “Acquisition Consideration”).

Definitive Agreement to Acquire Standing Akimbo

On April 13, 2023, the Company entered into the Standing Akimbo Purchase Agreement, and the Company acquired the operating assets related to Standing Akimbo dispensary pursuant to the Standing Akimbo Purchase Agreement on June 15, 2023. The aggregate consideration for the acquisition was approximately $9.35 million, consisting of (i) $3.80 million in cash consideration, (ii) 5.54 million shares of Common Stock issued to the equityholders of Standing Akimbo at a price of $1.00 per share, (iii) 1.00 million shares held back from the stock consideration as collateral for potential claims for indemnification from Seller and the equityholders and (iv) an aggregate of $750,000 is due to the Seller if certain obligations are secured pursuant to the Standing Akimbo Purchase Agreement and related agreements. The foregoing stock holdback which is not used to satisfy indemnification claims will be issued by the Company on the date that is the later of (i) 18 months from the closing of the acquisition or (ii) satisfaction of all outstanding obligations associated with certain Excluded Liabilities as set forth in the Standing Akimbo Purchase Agreement.

Tax Provision (Details) - USD ($)	12 Months Ended
Tax Provision (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Tax Provision
Unrecognized tax benefits	$ 0	$ 0
Change in valuation allowance	0
Federal
Tax Provision
Net operating loss carryforwards	3,266,624
State
Tax Provision
Net operating loss carryforwards	$ 18,642,171

Leases - Balance Sheet Classification (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease right of use assets	$ 34,233,142	$ 18,199,399
Lease liabilities	4,922,724	3,139,289
Lease liabilities	$ 30,133,452	$ 17,314,464

Organization and Nature of Operations

12 Months Ended

Dec. 31, 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 the 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 the 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 now 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.”

Notes Receivable (Details) - USD ($)	Mar. 12, 2021	Dec. 31, 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

Tax Provision - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Tax Provision
Income (loss) before income taxes	$ (15,408,802)	$ (3,569,552)
Statutory tax rate	21.00%	21.00%
Expense (benefit) based on statutory rates	$ (3,235,848)	$ (749,606)
State income taxes	(1,171,514)	(949,986)
Expenses disallowed under IRC Section 280E	19,957,552	16,308,522
Stock-based compensation	89,286	177,912
Remeasurement on derivative liability	(3,332,749)	(3,867,100)
Nondeductible penalties	1,796,633
Other permanent differences	941,328	244,130
Change in valuation allowance		(2,062,697)
Change in state rate	17,230	(176,568)
Return to provision	3,416,949	4,890,722
Deferred tax true-up	1,058,492	1,082,735
Other Adjustments,	203,236
Total income tax expense	$ 19,740,595	$ 14,898,064

Derivative Liabilities (Details)			12 Months Ended
Derivative Liabilities (Details)	Jun. 11, 2019 $ / shares shares	Jan. 08, 2019 $ / shares shares	Dec. 31, 2023 USD ($) Y $ / shares	Dec. 31, 2022 USD ($)	Dec. 07, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Original issue discount			$ 32,469,683	$ 40,993,176
Change in fair value of derivative liabilities			15,870,232	18,414,760
Amortization of debt discount			$ 8,523,493	7,484,613
Stock price \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input \| $ / shares			1.32
Stock price \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input \| $ / shares			3.75
Contractual term \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input \| Y			1
Contractual term \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input \| Y			3
Risk-free interest rate
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input			0.0485
Expected volatility
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability, measurement input			0.45
Derivative Liability
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of derivative liabilities			$ 638,020	16,508,253
Original issue discount			48,936,674
Investor Notes
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Face amount					$ 95,000,000.00
An Officer \| Restricted Stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Restricted stock granted, shares \| shares	1,000,000	500,000
Share price (in dollars per share) \| $ / shares	$ 0	$ 8.00
An Officer \| Restricted Stock \| Derivative Liability
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of derivative liabilities			$ 0	$ 0

Earnings per share (Basic and Dilutive) - Reconciliation of Numerator and Denominator used in Basic and Diluted EPS Calculations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net Income (Loss)	$ (34,549,344)	$ (18,467,615)
Less: Accumulated preferred stock dividends for the period	(8,154,993)	(7,802,809)
Net income (loss) attributable to common stockholders	$ (42,704,337)	$ (26,270,424)
Denominator:
Weighted-average shares of common stock	64,535,245	53,637,003
Basic earnings (loss) per share	$ (0.66)	$ (0.49)
Add: Investor note accrued interest	$ 1,686,051	$ 4,007,557
Add: Investor note amortized debt discount	8,523,493	7,484,613
Less: Loss on derivative liability related to investor note	$ 15,870,233	$ (18,414,760)
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Unrealized gain on derivative liabilities	Unrealized gain on derivative liabilities
Net income (loss) attributable to common stockholders - dilutive	$ (16,624,560)	$ (33,193,014)
Weighted average number of shares outstanding - diluted	64,535,245	53,637,003
Diluted (loss) earnings per share	$ (0.66)	$ (0.49)
Dilutive effect of investor notes	50,603,812	49,379,715
Diluted weighted-average shares of common stock	115,139,056	103,016,719

Intangible Assets - Intangible Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 198,874,642	$ 124,017,580
Accumulated Amortization	(32,706,765)	(16,290,862)
License agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	183,740,142	111,491,280
Accumulated Amortization	(25,092,938)	(12,154,237)
Tradename
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,931,500	6,021,500
Accumulated Amortization	(3,757,875)	(1,862,242)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,150,000	5,150,000
Accumulated Amortization	(2,210,119)	(1,474,405)
Non-compete
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,053,000	1,265,000
Accumulated Amortization	$ (1,645,833)	(765,556)
Product license and registration
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		57,300
Accumulated Amortization		(21,783)
Trade secret
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		32,500
Accumulated Amortization		$ (12,639)

Inventory

12 Months Ended

Dec. 31, 2023

Inventory

Inventory

5.Inventory

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


		December 31, 2023		December 31, 2022
Raw materials	$	2,005,306	$	2,325,482
Work in process		5,814,290		14,504,490
Finished goods		17,968,197		5,724,210
Total inventories	$	25,787,793	$	22,554,182

As of December 31, 2023 and 2022, the company recognized an adjustment to the net realizable value within its inventory of $4,268,085 and $0, respectively.

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases

Schedule of balance sheet classification of operating lease assets and liabilities


	Balance Sheet Line	December 31, 2023
Asset
Operating lease right of use assets	Noncurrent assets	$	34,233,142
Liabilities
Lease liabilities	Current liabilities	$	4,922,724
Lease liabilities	Noncurrent liabilities		30,133,452

Schedule of future minimum lease obligation under ASC 842


2024	$	8,753,538
2025		7,704,717
2026		6,935,556
2027		5,409,672
2028		4,643,953
Thereafter		21,381,630
Total future minimum lease obligations	$	54,829,065
Less: interest		(19,772,889)
Present value of lease liabilities	$	35,056,176

Goodwill Accounting (Tables)

12 Months Ended

Dec. 31, 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		9,046,205		—		—		9,046,205
Measurement-period adjustment to prior year acquisition		(5,565,567)		—		(28,785,000)		(34,350,567)
Goodwill Impairment during 2023		(104,148)		(1,697,592)		—		(1,801,740)
Balance as of December 31, 2023	$	55,960,284		5,522,344	$	6,016,571	$	67,499,199


	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/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Property and Equipment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment
Total asset cost	$ 39,855,412	$ 31,989,003
Less: accumulated depreciation	(8,741,782)	(4,899,977)
Total property and equipment, net of depreciation	31,113,630	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	15,917,124	4,100,165
Furniture and fixtures
Property, Plant and Equipment
Total asset cost	651,676	655,698
Vehicles, machinery, and tools
Property, Plant and Equipment
Total asset cost	4,040,908	3,796,695
Software, servers and equipment
Property, Plant and Equipment
Total asset cost	5,404,592	4,132,621
Construction in progress
Property, Plant and Equipment
Total asset cost	$ 5,293,698	$ 10,756,410

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt

Schedule of debt


	December 31,		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.	$	12,750,000	$	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.		103,142,994		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 $17,350,291. Interest of 5% per annum, due quarterly. Principal payments begin August 30, 2023.		14,984,375		—

Akimbo Deferred Purchase Price effective June 15, 2023, in the original amount of $2,807,474. Imputed interest of 5% per annum. Principal payments begin July 15, 2023.		2,069,172		—

Less: unamortized debt issuance costs		(4,917,644)		(6,603,695)
Less: unamortized debt discount		(32,469,683)		(40,993,176)

Total long-term debt		156,809,214		127,771,520
Less: current portion of long-term debt		(3,547,011)		(2,250,000)

Long term debt and unamortized debt issuance costs	$	153,262,203	$	125,521,520

Schedule of Maturities of Long-term Debt


			Unamortized
	Principal		Debt Issuance		Unamortized		Net Long
	Payments		Costs		Debt Discount		Term Debt
2024		3,547,011		1,686,049		9,734,935		(7,873,973)
2025		42,128,139		1,686,049		11,057,799		29,384,291
2026		135,634,107		1,545,546		11,676,949		122,411,612
2027		12,887,284		—		—		12,887,284
Total	$	194,196,541	$	4,917,644	$	32,469,683	$	156,809,214

Debt

12 Months Ended

Dec. 31, 2023

Debt

Debt

11.Debt

Term Loan — On February 26, 2021, the Company entered into a Loan Agreement with SHWZ Altmore, LLC, as lender, and GGG Partners LLC, as collateral agent. Upon execution of the Loan Agreement, the Company received $10.0 million of loan proceeds. In connection with the Company’s acquisition of Southern Colorado Growers, the Company received an additional $5.0 million 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 million in a deposit account in which the lender has a security interest. As of December 31, 2023, the Company was in compliance with the requirements described above.

Seller Notes — As part of the acquisition of the Star Buds assets, the Company entered into a deferred payment arrangement with the sellers in an aggregate amount of $44,250,000. The deferred payment arrangement incurs 12% interest per annum, payable on the 1^st of every month through November 2025. Principal payments are due as follows: $13,901,759 on December 17, 2025, $3,474,519 on February 3, 2026, and $26,873,722 on March 2, 2026.

Investor Notes – On December 3, 2021, the Company and the Subsidiary Guarantors entered into a Securities Purchase Agreement with 31 accredited investors pursuant to which the Company agreed to issue and sell to the investors 13% senior secured convertible notes due December 7, 2026, in an aggregate principal amount of $95.0 million for an aggregate purchase price of $93.1 million (reflecting an original issue discount of $1.9 million or 2%) in the private placement. On December 7, 2021, the Company consummated the private placement and issued and sold the Investor Notes. The Company received net proceeds of approximately $92.0 million at the closing, after deducting a commission to the placement agent and estimated offering expenses associated with the private placement payable by the Company.

The Investor Notes were issued pursuant to an Indenture, dated December 7, 2021, among the Company, the Subsidiary Guarantors, Ankura Trust Company, LLC, as trustee, and Chicago Atlantic Admin, LLC, as collateral agent for the Investor Note holders. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted. The Investor Notes bear interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Investor Notes were subject to an annual interest rate of 9%, with the remainder of the accrued interest payable as an increase to the principal amount of the Investor Notes. The proceeds from the Investor Notes are required to be used to fund previously identified acquisitions and other growth initiatives. The principal is due December 7, 2026.

Nuevo Note - As part of the acquisition under the Nuevo Purchase Agreement, the company entered into a deferred payment arrangement with the sellers requiring the Company to make payments on an aggregate amount of $17.0 million. The deferred payment arrangement 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, the Everest Purchaser issued the Everest Note to the Everest Seller, requiring the Company to make payments on an aggregate amount of $17.35 million. 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

entered into an agreement to pay $2.8 million of the Akimbo Cash Consideration over 12 fiscal quarters starting on July 15, 2023. The Akimbo Deferred Purchase Price arrangement incurs 5% of imputed interest payable over four years starting on July 15, 2023.

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


	December 31,		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.	$	12,750,000	$	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.		103,142,994		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 $17,350,291. Interest of 5% per annum, due quarterly. Principal payments begin August 30, 2023.		14,984,375		—

Akimbo Deferred Purchase Price effective June 15, 2023, in the original amount of $2,807,474. Imputed interest of 5% per annum. Principal payments begin July 15, 2023.		2,069,172		—

Less: unamortized debt issuance costs		(4,917,644)		(6,603,695)
Less: unamortized debt discount		(32,469,683)		(40,993,176)

Total long-term debt		156,809,214		127,771,520
Less: current portion of long-term debt		(3,547,011)		(2,250,000)

Long term debt and unamortized debt issuance costs	$	153,262,203	$	125,521,520


			Unamortized
	Principal		Debt Issuance		Unamortized		Net Long
	Payments		Costs		Debt Discount		Term Debt
2024		3,547,011		1,686,049		9,734,935		(7,873,973)
2025		42,128,139		1,686,049		11,057,799		29,384,291
2026		135,634,107		1,545,546		11,676,949		122,411,612
2027		12,887,284		—		—		12,887,284
Total	$	194,196,541	$	4,917,644	$	32,469,683	$	156,809,214

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Debt - Indebtedness (Details) - USD ($)	Jun. 01, 2023	Feb. 07, 2022	Dec. 07, 2021	Dec. 03, 2021	Feb. 26, 2021	Dec. 17, 2020	Dec. 31, 2023	Jun. 15, 2023	Dec. 31, 2022	Jul. 28, 2021
Debt Instrument [Line Items]
Less: unamortized debt issuance costs							$ (4,917,644)		$ (6,603,695)
Less: unamortized debt discount							(32,469,683)		(40,993,176)
Total long term debt							156,809,214		127,771,520
Long term debt and unamortized debt issuance costs							153,262,203		125,521,520
Less: current portion of long term debt							(3,547,011)		(2,250,000)
Standing Akimbo, LLC
Debt Instrument [Line Items]
Principal amount								$ 2,800,000
Interest rate (as percentage)								5.00%
Term Loan
Debt Instrument [Line Items]
Outstanding debt amount							12,750,000		15,000,000
Principal amount					$ 10,000,000					$ 5,000,000
Interest rate (as percentage)					15.00%	12.00%
Interest payable in cash					Jun. 01, 2023
Seller Notes
Debt Instrument [Line Items]
Outstanding debt amount							44,250,000		44,250,000
Seller Notes \| Star Buds
Debt Instrument [Line Items]
Principal amount						$ 44,250,000	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]
Outstanding debt amount							103,142,994		99,118,391
Less: unamortized debt discount				$ (1,900,000)
Principal amount				$ 95,000,000
Interest rate (as percentage)			13.00%	13.00%
Interest payable in cash (as percentage)			9.00%	9.00%
Accreting interest rate to principal amount (as percentage)				4
Seller Note 2022
Debt Instrument [Line Items]
Outstanding debt amount							17,000,000		$ 17,000,000
Seller Note 2022 \| Nuevo Holding LLC
Debt Instrument [Line Items]
Principal amount		$ 17,000,000
Interest rate (as percentage)		5.00%
Interest payable in cash		Feb. 07, 2025
Everest Note
Debt Instrument [Line Items]
Outstanding debt amount							14,984,375
Everest Note \| Everest
Debt Instrument [Line Items]
Outstanding debt amount	$ 1,250,000
Principal amount	$ 17,350,291
Interest rate (as percentage)	5.00%
Interest payable in cash	Aug. 30, 2023
Akibbo Note
Debt Instrument [Line Items]
Outstanding debt amount							$ 2,069,172
Akibbo Note \| Standing Akimbo, LLC
Debt Instrument [Line Items]
Principal amount								$ 2,807,474
Interest rate (as percentage)								5.00%

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)				(18,467,615)		(18,467,615)
Issuance of stock as payment for acquisitions		$ 9,742	15,728,113			15,737,855
Issuance of stock as payment for acquisitions, shares		9,742,205
Issuance of common stock as compensation to employees, officers and/or directors		$ 930	1,026,358			1,027,288
Issuance of common stock as compensation to employees, officers, and/or directors (in shares)		929,941
Return of common stock as compensation to employees, officers and/or directors					$ (516,091)	(516,091)
Return of common stock as compensation to employees, officers and/or directors (in shares)					403,106
Stock based compensation expense related to common stock options, RSUs and PSUs		$ 196	812,073			812,269
Stock based compensation expense related to common stock options, shares		196,085
Ending balance, value at Dec. 31, 2022	$ 87	$ 56,353	180,381,641	(46,241,583)	$ (2,033,127)	132,163,371
Ending balance, shares at Dec. 31, 2022	86,994	56,352,545			920,150
Net Income (Loss)				(34,549,344)		(34,549,344)
Issuance of stock as payment for acquisitions		$ 15,532	17,860,788			17,876,320
Issuance of stock as payment for acquisitions, shares		15,531,905
Indemnification of escrowed shares associated with post-acquisition costs		$ (38)	(49,200)			(49,238)
Indemnification of escrowed shares associated with post-acquisition costs (shares)		(37,586)
Issuance of common stock as compensation to employees, officers and/or directors		$ 1,224	972,869			974,093
Issuance of common stock as compensation to employees, officers, and/or directors (in shares)		1,224,400
Conversion of preferred stock to common stock	$ (1)	$ 1,523	(1,521)			0
Conversion of preferred stock to common stock (in shares)	(1,460)	1,522,728
Restricted stock units vested		$ 294	(109,272)			(108,978)
Restricted stock units vested (shares)		294,400
Stock based compensation expense related to common stock options, RSUs and PSUs			2,985,663			2,985,663
Ending balance, value at Dec. 31, 2023	$ 86	$ 74,888	$ 202,040,968	$ (80,790,927)	$ (2,033,127)	$ 119,291,888
Ending balance, shares at Dec. 31, 2023	85,534	74,888,392			920,150

Debt (Details)										12 Months Ended
Debt (Details)	Nov. 28, 2023 USD ($)	Jun. 01, 2023 USD ($)	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) payment	Dec. 07, 2021 USD ($)	Dec. 03, 2021 USD ($) item	Jul. 21, 2021 USD ($)	Feb. 26, 2021 USD ($)	Dec. 17, 2020 USD ($)	Dec. 31, 2023 USD ($)	Jun. 15, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jul. 28, 2021 USD ($)
Short-term Debt [Line Items]
Debt discount related to derivative liability portion										$ 32,469,683		$ 40,993,176
Standing Akimbo, LLC
Short-term Debt [Line Items]
Interest rate (as percentage)											5.00%
Principal amount											$ 2,800,000
Debt term											4 years
Term Loan
Short-term Debt [Line Items]
Proceeds from loans								$ 10,000,000.0
Interest rate								15.00%
Principal payment								$ 750,000
Maturity date								Feb. 26, 2025
Consolidated fixed charge coverage ratio								1.3
Cash deposit in account in which the lender has a security interest								$ 3
Interest rate (as percentage)								15.00%	12.00%
Outstanding debt amount										12,750,000		15,000,000
Principal amount								$ 10,000,000					$ 5,000,000
Interest payable in cash								Jun. 01, 2023
Seller Notes
Short-term Debt [Line Items]
Outstanding debt amount										44,250,000		44,250,000
Seller Notes \| Star Buds
Short-term Debt [Line Items]
Interest rate (as percentage)									12.00%
Principal amount									$ 44,250,000	44,250,000		44,250,000
Interest payable in cash									Dec. 17, 2025
Seller Notes \| Star Buds \| Debt Instrument, Redemption, Period One
Short-term Debt [Line Items]
Principal payment										13,901,759
Seller Notes \| Star Buds \| Debt Instrument, Redemption, Period Two
Short-term Debt [Line Items]
Principal payment										3,474,519
Seller Notes \| Star Buds \| Debt Instrument, Redemption, Period Three
Short-term Debt [Line Items]
Principal payment										26,873,722
Investor Note
Short-term Debt [Line Items]
Interest rate (as percentage)					13.00%	13.00%
Outstanding debt amount										$ 103,142,994		$ 99,118,391
Interest payable in cash (as percentage)					9.00%	9.00%
Principal amount						$ 95,000,000
Purchase price						93,100,000
Debt discount related to derivative liability portion						$ 1,900,000
Interest rate						2.00%
Proceeds from issuance of private placement					$ 92,000,000.0
Debt term					5 years
Number of accredited investors \| item						31
Nuevo Purchase Agreement \| Nuevo Note Payable
Short-term Debt [Line Items]
Interest rate (as percentage)										5.00%
Aggregate amount										$ 17,000,000.0
Everest Note
Short-term Debt [Line Items]
Outstanding debt amount										$ 14,984,375
Everest Note \| Everest
Short-term Debt [Line Items]
Interest rate (as percentage)		5.00%	5.00%	5.00%
Number of periodic payment			2	2
Outstanding debt amount		$ 1,250,000	$ 1,250,000	$ 1,250,000
Principal amount		$ 17,350,291	$ 17,350,291	$ 17,350,291
Principal payment	$ 1,250,000
Interest payable in cash		Aug. 30, 2023
Loan Agreement \| Term Loan \| Southern Colorado Growers
Short-term Debt [Line Items]
Proceeds from loans							$ 5,000,000.0

Accounting Policies and Estimates - Property and Equipment Expected Useful Lives (Details)	Dec. 31, 2023
Building
Property, Plant and Equipment
Estimated useful life	39 years
Furniture and Fixtures \| Minimum
Property, Plant and Equipment
Estimated useful life	3 years
Furniture and Fixtures \| Maximum
Property, Plant and Equipment
Estimated useful life	5 years
Vehicles, machinery, and tools \| Minimum
Property, Plant and Equipment
Estimated useful life	3 years
Vehicles, machinery, and tools \| Maximum
Property, Plant and Equipment
Estimated useful life	5 years
Software, servers and equipment
Property, Plant and Equipment
Estimated useful life	3 years

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2023

Business Combinations

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		—		2,807,475		—
Everest Deferred Purchase Price		2,385,000		—		—
Seller notes		17,350,291		—		—
Common stock		8,000,000		5,542,990		3,750,000
Expected earn-out		2,130,654		—		—
Total purchase price	$	42,365,945	$	9,350,465	$	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		—		—
Inventory		10,177,488		330,000		67,630
Fixed assets		1,443,149		—		—
Intangible assets		25,150,226		7,249,732		5,276,415
Goodwill		5,122,417		1,768,633		2,155,155
Operating lease right of use assets		4,610,779		—		—
Total assets acquired	$	48,633,221	$	9,350,465	$	7,500,000
Liabilities and Equity assumed:
Accounts payable and accrued expenses	$	1,656,497	$	—	$	—
Lease liability		4,610,779		—		—
Total liabilities assumed		6,267,276		—		—
Estimated fair value of net assets acquired	$	42,365,945	$	9,350,465	$	7,500,000

Schedule of unaudited pro forma financial information


		For The Year Ended
		December 31, 2023
		Medicine Man Technologies	Evergreen Holdco, LLC			Total
		(audited)	(unaudited)			(unaudited)

Pro forma revenue	$	43,324,816	9,152,029		$	52,476,845
Pro forma net income:
Pre- acquisition net income			1,697,236
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	$	(32,970,793)	30,901		$	(32,939,892)


		For The Year Ended
		December 31, 2022
		Medicine Man Technologies	Evergreen Holdco, LLC			Total
		(audited)	(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)

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory

Schedule of Inventory


		December 31, 2023		December 31, 2022
Raw materials	$	2,005,306	$	2,325,482
Work in process		5,814,290		14,504,490
Finished goods		17,968,197		5,724,210
Total inventories	$	25,787,793	$	22,554,182

Accounting Policies and Estimates

12 Months Ended

Dec. 31, 2023

Accounting Policies and Estimates.

Accounting Policies and Estimates

2.Accounting Policies and Estimates

Basis of Presentation

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

Use of Estimates

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

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position. In accordance with ASC 230 Statement of Cash Flows, the Company updated its 2022 statement of cash flows presentation to reflect cash proceeds from financing and the change in the derivative from the valuation date. This change had no impact on net earnings and financial position.

Accounting for Business Combinations and Acquisitions

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

Fair Value Measurements

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

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

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

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

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

The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis on December 31, 2023 and December 31, 2022, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

Marketable Securities at Fair Value on a Recurring Basis

Certain assets are measured at fair value on a recurring basis. The Level 3 position consists of an investment in equity securities of Canada House Wellness Group, Inc., a publicly traded company whose securities are actively quoted on the Toronto Stock Exchange. As of December 31, 2023 and 2022, the equity investment in Canada House Wellness Group, Inc. was determined to be Level 3 as the entity has halted trading due to a merger and is scheduled to resume trading once the purchase is complete. The Company used the last trading price to record the value at market for this investment due to the halt in observable and active market prices.

Investments Held at Cost

Investments without readily determinable fair value are measured at cost, less impairment. If the Company identifies an observable price change in an orderly transaction for an investment held at cost, it will measure the investment at fair value as of the date the observable transaction occurred. The Company shall reassess at each reporting period whether such investments should continue to be measured at cost, less impairment, or another method. Any resulting gain or loss from a change in measurement will be recorded in other income and expenses on the consolidated statement of comprehensive (loss) and income. Investments held at cost are reported within investments on the accompanying consolidated balance sheets. The Company has less than a 20% investment in a private company and does not have significant influence over the underlying entity. The fair value of the investment does not have a determinable fair value. The Company has accounted for this investment under the cost method and therefore records the investment at historical cost. Any dividends received

from this investment are recorded in the accompanying consolidated statements of comprehensive (loss) and income. As of December 31, 2023 and 2022, the investment totaled $2.00 million.

Investment Held for Sale

The Company classifies long-lived assets to be sold as held for sale in the period in which all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Assets held for sale represent intangible assets, net of accumulated amortization and tangible assets, net of any accumulated depreciation in which the Company has no continuing involvement. We record assets held for sale in accordance with ASC 360 “Property, Plant, and Equipment,” at the lower of carrying value or fair value less cost to sell. Fair value is based on the estimated proceeds from the sale of the assets utilizing recent purchase offers. As of December 31, 2023, the Company had $202,111 of assets held for sale.

Fair Value of Financial Instruments

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

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost or amortized cost and represent cash on hand, deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date. The Company had $19.25 million and $38.95 million classified as cash and cash equivalents as of December 31, 2023 and December 31, 2022, respectively.

Accounts Receivable

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

The following table depicts the composition of our accounts receivable as of December 31, 2023 and December 31, 2022:


	December 31,		December 31,
	2023		2022

Accounts receivable - trade	$	4,294,739	$	4,564,918
Accounts receivable - tenant improvement allowances		263,846		—
Allowance for doubtful accounts		(297,426)		(92,940)
	$	4,261,159	$	4,471,978

The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current

economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

Inventory

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

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

Property and Equipment, net

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

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


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

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

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

Prepaid expenses and other assets as of December 31, 2023 and 2022, were $5.18 million and $6.82 million, respectively. As of December 31, 2023, this balance included $2.74 million in prepaid expenses, $1.17 million in security deposits, and $1.27 million in prepaid inventory. As of December 31, 2022, prepaid expenses and other assets included $3.88 million in prepaid expenses, $1.53 million in security deposits and $1.41 million in prepaid inventory. Prepaid expenses were primarily comprised of insurance premiums, software subscriptions, business licenses, membership dues, and other general and administrative costs.

Goodwill and Intangible Assets

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

Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approach. The fair values calculated under the income approach and market approach are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry, and other Company-specific risks. Other significant assumptions used in the income approach include the terminal values, growth rates, future capital expenditures and changes in future working capital requirements. The market approach uses key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess.

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

Long-Lived Assets

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

The Company evaluated the recoverability of its long-lived assets as of December 31, 2022, and recorded an impairment charge of approximately $89,706 related to discontinued operations for cultivation facilities in New Mexico and Colorado, and is presented under loss on business disposition in the accompanying consolidated statement of comprehensive (loss) and income. No such impairment existed as of December 31, 2023.

Accounts Payable

Accounts payable as of December 31, 2023 and 2022 were $13.34 million and $10.72 million, respectively, and were comprised of trade payables for various purchases and services rendered during the ordinary course of business. Accounts payable due to related parties as of December 31, 2023 and 2022 were $0 and $22,380, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities as of December 31, 2023, and December 31, 2022, were $7.77 million and $7.46 million, respectively. As of December 31, 2023, accrued liabilities and other liabilities comprised of accrued payroll of $981,112, accrued interest of $3.37 million, legal settlement fees of $525,000, and operating expenses of $2.90 million. As of December 31, 2022, accrued expenses and other liabilities comprised of accrued payroll of $1.51 million, accrued interest of $3.42 million, and operating expenses of $2.53 million.

Derivative Liabilities

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

Revenue Recognition and Related Allowances

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

The Company has three main revenue streams: Retail, Wholesale, and Other.

Retail and Wholesale revenues are recorded at the point at which the customer takes control of the product. In evaluating the timing of the transfer of control to customers, the Company considers several indicators, including significant risks and rewards of products, its right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers.

Other revenue consists of other income and expenses deriving from in-store advertisements and certain vendor promotions offered in the Company’s retail dispensaries. Revenue is recognized when the obligations to the client are fulfilled, which is determined when milestones in the contract are achieved.

At some locations, the Company offers a loyalty reward program to its retail customers. A portion of the revenue generated from a sale to a customer participating in the program is allocated to the loyalty points earned. The amount allocated to the loyalty points earned is deferred until the loyalty points are redeemed or expire. As of December 31, 2023 and 2022, the loyalty liability totaled $1.41 million and $1.59 million, respectively, and is included in accrued expenses in the accompanying consolidated balance sheets.

Costs of Goods and Services Sold

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

General and Administrative Expenses

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

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and totaled $2.12 million and $2.37 million as of December 31, 2023 and 2022, respectively.

Stock Based Compensation

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

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

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

Income Taxes

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

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

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

As the Company operates in the cannabis industry, it is subject to the limits of the Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.

Right of Use Assets and Lease Liabilities

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability, and requires leases to be

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

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

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

Debt - Maturities of Long-term Debt (Details)	Dec. 31, 2023 USD ($)
Principal Payments
2024	$ 3,547,011
2025	42,128,139
2026	135,634,107
2027	12,887,284
Total	194,196,541
Unamortized Debt Issuance Costs
2024	1,686,049
2025	1,686,049
2026	1,545,546
Total	4,917,644
Unamortized Debt Discount
2024	9,734,935
2025	11,057,799
2026	11,676,949
Total	32,469,683
Net Long Term Debt
2024	(7,873,973)
2025	29,384,291
2026	122,411,612
2027	12,887,284
Total	$ 156,809,214

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property and Equipment.

Schedule of property and equipment


	December 31,		December 31,
	2023		2022
Land	$	3,716,438	$	3,716,438
Building		4,830,976		4,830,976
Leasehold improvements		15,917,124		4,100,165
Furniture and fixtures		651,676		655,698
Vehicles, machinery, and tools		4,040,908		3,796,695
Software, servers and equipment		5,404,592		4,132,621
Construction in progress		5,293,698		10,756,410
Total asset cost	$	39,855,412	$	31,989,003
Less: accumulated depreciation		(8,741,782)		(4,899,977)
Total property and equipment, net of depreciation	$	31,113,630	$	27,089,026

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Tax Provision

12 Months Ended

Dec. 31, 2023

Tax Provision

Tax Provision

15.Tax Provision

As the Company operates in the cannabis industry, it is subject to the limitations of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss.

The following table sets forth the components of income tax (benefit) expense for the years ended December 31, 2023 and 2022:


	December 31,		December 31,
	2023		2022
Current:
Federal	$	20,745,917	$	17,127,037
State		1,900,829		483,037
Total current tax expense	$	22,646,746	$	17,610,074


	December 31,		December 31,
	2023		2022
Deferred:
Federal	$	(725,879)	$	(611,750)
State		(2,180,272)		(2,100,260)
Total deferred tax expense (benefit)	$	(2,906,151)	$	(2,712,010)

The following table sets forth a reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit) for the years ended December 31, 2023 and 2022:


		December 31,		December 31,
		2023		2022
Income (loss) before income taxes	$	(15,408,802)	$	(3,569,552)
Statutory tax rate		21%		21%
Expense (benefit) based on statutory rates		(3,235,848)		(749,606)

State income taxes		(1,171,514)		(949,986)
Expenses disallowed under IRC Section 280E		19,957,552		16,308,522
Stock-based compensation		89,286		177,912
Remeasurement on derivative liability		(3,332,749)		(3,867,100)
Nondeductible penalties		1,796,633		-
Other permanent differences		941,328		244,130
Change in valuation allowance		-		(2,062,697)
Change in state rate		17,230		(176,568)
Return to provision		3,416,949		4,890,722
Deferred tax true-up		1,058,492		1,082,735
Other adjustments		203,236		-
Total income tax expense	$	19,740,595	$	14,898,064

The following tables set forth the components of deferred income taxes as of December 31, 2023 and 2022:


	December 31,		December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	1,619,741	$	—
Interest expense carryforwards		2,744,673		1,129,939
Goodwill and intangible assets		2,573,017		2,359,197
Lease liabilities		3,275,084		1,705,867
Share based compensation accruals		219,966		598,861
Loyalty points		365,565		412,218
Fixed assets		235,839		367,776
Capitalized transaction costs		114,269		217,320
Bad debt allowance		26,953		36,742
Accrued expenses		48,600		8,537
Net deferred tax assets		11,223,707		6,836,457

Deferred tax liabilities:
Goodwill and intangible assets		5,902,988		5,594,714
Operating leases		3,206,284		1,595,394
Unrealized loss		117,946		117,750
Cash-to-accrual		—		30,669
Net deferred tax liabilities		9,227,218		7,338,527

Total net deferred tax assets (liabilities)	$	1,996,489	$	(502,070)

As of December 31, 2023, the Company has gross Federal net operating loss carryforwards of $3,266,624, which can be carried forward indefinitely, and gross state net operating loss carryforwards of $18,642,171, which begin to expire in 2040. Federal and State tax laws impose significant restrictions on the utilization of tax attribute carryforwards in the event of a change in ownership of the Company, as defined by IRC Section 382. The Company has not completed a formal IRC 382 analysis but plans on doing so prior to utilizing its net operating losses.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2022, the Company released its $2,062,697 valuation allowance that was recorded on all deferred tax assets as the Company had additional sources of income, primarily related to acquired deferred tax liabilities with known reversal periods, that result in future taxable income in excess of its deferred tax assets as of December 31, 2022. As of December 31, 2023, the Company continues to have no valuation allowance recorded on its deferred tax assets as it believes it is more likely than not that its deferred tax assets will be realized in future periods.

The Company is subject to examination of its income tax returns for the tax years where the statute of limitations remains open. Because tax matters that may be challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. The Company recognizes the impact of a tax position only after determining that it is more likely than not that the tax position will be sustained upon examination. As of December 31, 2023 and 2022, the Company had no uncertain tax positions nor unrecognized tax benefits and does not expect this to significantly change within the next twelve months.

The Company files income tax returns in the United States, Colorado, and New Mexico. The federal statute of limitations remains open for the 2018 tax year to present. The state statutes of limitations remain open for the 2019 tax year through present.

- Definition

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

+ References

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+ Details

Earnings per share (Basic and Dilutive)

12 Months Ended

Dec. 31, 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”). ASC 260 requires presentation of both basic and diluted Earnings Per Share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to Common Stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. These potential dilutive shares include vested stock options, stock purchase warrants, shares of Preferred Stock, and RSUs. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations for the years ended December 31, 2023 and 2022:


	For the Year Ended
	December 31,
	2023		2022
Numerator:
Net income (loss)	$	(34,549,344)	$	(18,467,615)
Less: Accumulated preferred stock dividends for the period		(8,154,993)		(7,802,809)
Net income (loss) attributable to common stockholders	$	(42,704,337)	$	(26,270,424)

Denominator:
Weighted-average shares of common stock		64,535,245		53,637,003

Basic earnings (loss) per share	$	(0.66)	$	(0.49)

Numerator:
Net income (loss) attributable to common stockholders – Basic		(42,704,337)		(26,270,424)
Add: Investor note accrued interest		1,686,051		4,007,557
Add: Investor note amortized debt discount		8,523,493		7,484,613
Less: Loss on derivative liability related to investor note		15,870,233		(18,414,760)
Net income (loss) attributable to common stockholders – dilutive	$	(16,624,560)	$	(33,193,014)

Denominator:
Weighted-average shares of common stock		64,535,245		53,637,003
Dilutive effect of investor notes		50,603,812		49,379,715
Diluted weighted-average shares of common stock		115,139,056		103,016,719

Diluted earnings (loss) per share	$	(0.66)	$	(0.49)

Basic net loss per share attributable to common stockholders is computed by dividing reported net loss attributable to common stockholders by the weighted average number of common shares outstanding for the reported period. Note that for purposes of basic loss per share calculation, stock purchase warrants, vested stock options, shares of Preferred Stock and RSUs are excluded from the calculation as for the years ended December 31, 2023 and 2022, as the inclusion of the common share equivalents would be anti-dilutive.

Stockholders' Equity - Warrants (Details) - $ / shares	12 Months Ended
Stockholders' Equity - Warrants (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2021	Dec. 31, 2020	Mar. 02, 2021
Star Buds
Class of Stock [Line Items]
Warrant to purchase shares (in shares)				5,531,250
Warrants \| Minimum
Class of Stock [Line Items]
Stock price		$ 1.20
Risk-free interest rate		0.21%
Expected volatility rate		157.60%
Warrants \| Maximum
Class of Stock [Line Items]
Stock price		$ 2.50
Warrant contractual term		5 years
Risk-free interest rate		1.84%
Expected volatility rate		194.56%
Warrants \| Accredited Investor
Class of Stock [Line Items]
Warrant to purchase shares (in shares)		1,500,000	187,500
Purchase price (in dollars per share)		$ 2.50	$ 3.50
Warrant term		5 years	3 years
Stock price			$ 3.50
Warrant contractual term			3 years
Risk-free interest rate			0.21%
Warrants forfeited	187,500
Warrants \| Accredited Investor \| Minimum
Class of Stock [Line Items]
Risk-free interest rate			0.38%
Expected volatility rate			173.07%
Warrants \| Accredited Investor \| Maximum
Class of Stock [Line Items]
Expected volatility rate			187.52%
Warrants \| SBUD LLC
Class of Stock [Line Items]
Warrant to purchase shares (in shares)		5,531,250
Purchase price (in dollars per share)		$ 1.20
Warrant term		5 years

Stockholders' Equity - Other Equity Award (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Share-Based Payment Arrangement, Grantee Status [Extensible Enumeration]			us-gaap:ShareBasedPaymentArrangementNonemployeeMember
Other Equity Award
Class of Stock [Line Items]
Granted (in shares)			2,000,000
Exercise price (in dollars per share)			$ 1.49
Exercised (in shares)	0
Outstanding (in shares)	2,000,000
Weighted Average Exercise Price	$ 1.49
Options outstanding, Aggregate intrinsic value	$ 0	$ 0
Weighted-average remaining contractual term	2 months	3 months

Stockholders' Equity - Unvested PSU awards (Details) - PSU Awards	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Shares
Unvested shares \| shares	0
Granted \| shares	702,432
Forfeited or expired \| shares	(25,976)
Unvested shares \| shares	676,456
Weighted-Average Grant Date Fair Value
Unvested shares \| $ / shares	$ 0
Granted \| $ / shares	1.03
Forfeited or expired \| $ / shares	1.03
Unvested shares \| $ / shares	$ 1.03

Stockholders' Equity - Common Stock Issued as Compensation to Employees, Officers, and Directors (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Stock issued for compensation, value	$ 974,093	$ 1,027,288
Employees, Officers, and Directors
Class of Stock [Line Items]
Stock issued for compensation, shares	1,224,400	929,941
Stock issued for compensation, value	$ 974,093	$ 1,027,288

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
Document and Entity Information - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 01, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 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	865 N. Albion Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80220
City Area Code	(303)
Local Phone Number	371-0387
No Trading Symbol Flag	true
Title of 12(g) Security	Common Stock, $0.001 par value per share
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Document Financial Statement Error Correction [Flag]	false
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 62,060
Entity Common Stock, Shares Outstanding		77,438,379
Entity Central Index Key	0001622879
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Firm ID	5041
Auditor Name	BF Borgers CPA PC
Auditor Location	Lakewood, CO

Organization and Nature of Operations (Details) - segment	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies and Estimates.
Number of segments	3	3

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	12 Months Ended
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Marketable securities, unrealized gain (loss)	$ 1,816	$ 39,270
Accumulated depreciation	8,741,782	4,899,977
Accumulated amortization	$ 32,706,765	$ 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)	85,534	86,994
Preferred stock, outstanding (in shares)	85,534	86,994
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	250,000,000	250,000,000
Common stock, issued (in shares)	74,888,392	56,352,545
Common stock, outstanding (in shares)	73,968,242	55,212,547
Common stock held in treasury (in shares)	920,150	920,150

Accounting Policies and Estimates - Long-Lived Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Long-Lived Assets
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Expenses	Operating Expenses
Discontinued operations, held-for-sale or disposed of by sale \| Facilities in New Mexico And Colorado
Long-Lived Assets
Long-lived assets impairment charges	$ 0	$ 89,706

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) AND INCOME - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating revenues
Total revenue	$ 172,447,786	$ 159,379,219
Total cost of goods and services	96,424,150	79,090,461
Gross profit	76,023,636	80,288,758
Operating expenses
Selling, general and administrative expenses	39,916,518	29,036,962
Professional services	3,558,501	6,722,554
Loss on impairment	1,801,740	8,011,405
Salaries	23,883,354	20,990,290
Stock based compensation	3,574,831	2,672,713
Total operating expenses	72,734,944	67,433,924
Income from operations	3,288,692	12,854,834
Other income (expense)
Interest expense, net	(32,069,082)	(30,139,645)
Unrealized gain on derivative liabilities	15,870,233	18,414,760
Other loss	68,400	24,136
Loss on disposition of business units	(1,968,807)	(4,684,366)
Unrealized gain (loss) on investments	1,816	(39,270)
Total other expense	(18,097,441)	(16,424,385)
Pre-tax net loss	(14,808,749)	(3,569,551)
Provision for income taxes	19,740,595	14,898,064
Net loss	(34,549,344)	(18,467,615)
Less: Accumulated preferred stock dividends for the period	(8,154,993)	(7,802,809)
Net loss attributable to common stockholders	$ (42,704,337)	$ (26,270,424)
Earnings (loss) per share attributable to common shareholders
Basic (loss) earnings per share	$ (0.66)	$ (0.49)
Diluted (loss) earnings per share	$ (0.66)	$ (0.49)
Weighted average number of shares outstanding - basic	64,535,245	53,637,003
Weighted average number of shares outstanding - diluted	64,535,245	53,637,003
Comprehensive loss	$ (34,549,344)	$ (18,467,615)
Retail
Operating revenues
Total revenue	155,463,816	141,254,893
Wholesale
Operating revenues
Total revenue	16,765,425	17,819,938
Other
Operating revenues
Total revenue	$ 218,545	$ 304,388

Stockholders' Equity - Warrant Activity (Details) - Warrants - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
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	$ 1.48	$ 1.76
Weighted Average Remaining Contractual Life	2 years 1 month 9 days	2 years 11 months 26 days

Related Party Transactions - Transactions with Star Buds Parties (Details)					1 Months Ended	12 Months Ended		24 Months Ended
	Jun. 24, 2022 shares	Jun. 14, 2022 USD ($) shares	May 04, 2022 USD ($) shares	Mar. 02, 2021 USD ($) item shares	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2023 USD ($) shares	Dec. 17, 2020 USD ($)
Related Party Transaction [Line Items]
Cash paid at closing						$ 15,834,378	$ 58,981,226
Interest paid						17,896,954	15,243,990
Star Buds
Related Party Transaction [Line Items]
Aggregate consideration				$ 118,000,000
Cash paid at closing				44,250,000
Deferred cash				$ 44,250,000
Equity interest held in escrow (in shares) \| shares								944
Stock issued for acquisition placed in escrow, value \| shares				5,531,250
SBUD LLC \| Star Buds
Related Party Transaction [Line Items]
Rent payment						382,622	503,342
Number of options for lease renewal \| item				2
Lease renewal term (in years)				3 years
Seller Notes \| Star Buds
Related Party Transaction [Line Items]
Interest rate (as percentage)									12.00%
Principal amount						44,250,000	44,250,000	$ 44,250,000	$ 44,250,000
Interest paid						$ 5,310,000	$ 5,310,000
Preferred Stock. \| Series A Preferred Stock \| Star Buds
Related Party Transaction [Line Items]
Consideration issued (in shares) \| shares				29,506
Issuance of stock as payment for acquisitions (in shares) \| shares				25,078
Equity interest held in escrow (in shares) \| shares				4,428
Common Stock
Related Party Transaction [Line Items]
Issuance of stock as payment for acquisitions (in shares) \| shares						15,531,905	9,742,205
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 \| Common Stock
Related Party Transaction [Line Items]
Number of stocks issued as compensation for service \| shares		22,728	20,232
Value of stocks issued as a compensation for the service		$ 35,001	$ 35,001
Compensation paid during the period						$ 35,000
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%
Salim Wahdan \| Common Stock
Related Party Transaction [Line Items]
Number of stocks issued as compensation for service \| shares	15,586	14,584
Value of stocks issued as a compensation for the service					$ 42,887

Business Combinations - Purchase Price (Details) - USD ($)					12 Months Ended
	Nov. 28, 2023	Jun. 15, 2023	Apr. 13, 2023	Apr. 12, 2023	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Cash					$ 15,834,378	$ 58,981,226
Common stock	$ 3,000,000.0
Evergreen Holdco, LLC
Business Acquisition [Line Items]
Cash					12,500,000
Deferred Purchase Price					2,385,000
Seller notes					17,350,291
Common stock					8,000,000
Expected earn-out					2,130,654
Total purchase price					42,365,945
Standing Akimbo, LLC
Business Acquisition [Line Items]
Cash		$ 1,000,000		$ 1,000,000
Deferred Purchase Price			$ 750,000	2,807,475
Common stock		4,500,000		5,542,990
Total purchase price		$ 9,350,000	$ 9,350,000	$ 9,350,465
Smoke Holdco LLC
Business Acquisition [Line Items]
Cash					3,750,000
Common stock					3,750,000
Total purchase price					$ 7,500,000

Stockholders' Equity - Common Stock and Preferred Stock Issued as Payments for Acquisitions (Details) - USD ($)							1 Months Ended	4 Months Ended	12 Months Ended
	Dec. 29, 2023	Jun. 15, 2023	Jun. 01, 2023	May 11, 2023	May 31, 2022	Jul. 21, 2021	Dec. 31, 2022	May 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Shares issued for acquisition, value									$ 17,876,320	$ 15,737,855
Southern Colorado Growers
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)						2,213,994
Shares issued for acquisition, value						$ 5,377,786
Stock issued for acquisition placed in escrow, share						221,400
Stock issued for acquisition placed in escrow, value						$ 537,779
Stock released from escrow (in shares)							205,384
Stock released from escrow							$ 499,083
Stock cancelled from escrow (in shares)							16,016
Stock cancelled from escrow							$ 38,919
Drift
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)										1,146,099
Shares issued for acquisition, value										$ 1,948,620
MCG
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)								7,145,724
Shares issued for acquisition, value								$ 11,592,854
Urban Dispensary
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)					1,450,381
Shares issued for acquisition, value					$ 1,900,000
Stock issued for acquisition placed in escrow, share					219,848
Stock issued for acquisition placed in escrow, value					$ 288,000
Stock released from escrow (in shares)									182,262
Stock released from escrow									$ 238,763
Stock cancelled from escrow (in shares)									37,586
Stock cancelled from escrow									$ 49,237
Smokey's
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)				2,884,615
Shares issued for acquisition, value				$ 3,150,000
Everest
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)	555,567		7,619,047
Shares issued for acquisition, value	$ 583,346		$ 8,000,000
Standing Akimbo
Class of Stock [Line Items]
Issuance of stock as payment for acquisitions (in shares)		4,488,691
Shares issued for acquisition, value		$ 4,488,692

Property and Equipment

12 Months Ended

Dec. 31, 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:


	December 31,		December 31,
	2023		2022
Land	$	3,716,438	$	3,716,438
Building		4,830,976		4,830,976
Leasehold improvements		15,917,124		4,100,165
Furniture and fixtures		651,676		655,698
Vehicles, machinery, and tools		4,040,908		3,796,695
Software, servers and equipment		5,404,592		4,132,621
Construction in progress		5,293,698		10,756,410
Total asset cost	$	39,855,412	$	31,989,003
Less: accumulated depreciation		(8,741,782)		(4,899,977)
Total property and equipment, net of depreciation	$	31,113,630	$	27,089,026

Depreciation expense for years ended December 31, 2023 and 2022 was $3,841,805 and $2,911,004, respectively.

Business Combinations - Unaudited Pro Forma Financial Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pro forma financial information
Pro forma revenue	$ 52,476,845	$ 181,818,767
Total pro forma net income	$ (32,939,892)	$ (16,920,270)
Interest expense on Everest note
Pro forma financial information
Percentage of investor note	5.00%	5.00%
Income tax expense
Pro forma financial information
Effective tax rate	28.60%
Evergreen Holdco, LLC
Pro forma financial information
Pro forma revenue	$ 9,152,029	$ 22,439,548
Pre- acquisition net income	1,697,236	3,878,250
Total pro forma adjustments	(1,666,335)	(2,330,905)
Total pro forma net income	30,901	1,547,345
Evergreen Holdco, LLC \| Transaction costs
Pro forma financial information
Total pro forma adjustments	232,853	(232,853)
Evergreen Holdco, LLC \| Interest expense on Everest note
Pro forma financial information
Total pro forma adjustments	(91,146)	(218,750)
Evergreen Holdco, LLC \| Depreciation and intangible amortization
Pro forma financial information
Total pro forma adjustments	(783,042)	(1,879,302)
Evergreen Holdco, LLC \| Income tax expense
Pro forma financial information
Total pro forma adjustments	(1,025,000)
Medicine Man Technologies, Inc.
Pro forma financial information
Pro forma revenue	43,324,816	159,379,219
Total pro forma net income	$ (32,970,793)	$ (18,467,615)

Stockholders' Equity - Conversion of Preferred Stock to Common Stock (Details)	Dec. 18, 2023 item shares	Sep. 06, 2023 shares
Class of Stock [Line Items]
Conversion of preferred stock	480	500
Conversion of shares		514,512
Number of holders converted \| item	2
Shareholder one
Class of Stock [Line Items]
Conversion of common stock	504,108
Shareholder two
Class of Stock [Line Items]
Conversion of common stock	504,108

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Commitments and Contingencies (Details)													12 Months Ended
Commitments and Contingencies (Details)	Nov. 28, 2023 USD ($)	Aug. 30, 2023 USD ($) shares	Jun. 15, 2023 USD ($) $ / shares shares	Jun. 01, 2023 USD ($)	Jun. 01, 2023 USD ($)	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) payment	May 11, 2023 USD ($) shares	May 10, 2023 USD ($) item shares	Apr. 21, 2023 USD ($) shares	Apr. 13, 2023 USD ($) $ / shares shares	Apr. 12, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Cash paid at closing													$ 15,834,378	$ 58,981,226
Shares consideration issued in common stock	$ 3,000,000.0
Smokey's
Restructuring Cost and Reserve [Line Items]
Number of retail dispensaries acquired \| item									2
Total purchase price								$ 7,500,000	$ 7,500,000
Cash paid at closing								3,750,000	3,750,000
Shares consideration issued in common stock								$ 3,750,000	$ 3,750,000
Consideration issued (in shares) \| shares								2,884,615
Common stock held back as collateral for potential claims for indemnification \| shares								600,000	600,000
Amount of cash consideration held back as collateral for potential claims for indemnification								$ 150,000	$ 150,000
Everest
Restructuring Cost and Reserve [Line Items]
Total purchase price					$ 42,360,000					$ 42,360,000
Cash										12,500,000
Cash paid at closing					12,500,000
Shares consideration issued in common stock		$ 8,000,000.00								$ 8,000,000.00
Earn-out payments					8,000,000.00
Consideration issued (in shares) \| shares		7,619,047								7,619,047
Notes payable				$ 17,350,000	$ 17,350,000	$ 17,350,000	$ 17,350,000			$ 17,350,000
Earn-out payments, revenue performance period				12 months
Everest \| Everest Note
Restructuring Cost and Reserve [Line Items]
Interest rate (as percentage)				5.00%	5.00%	5.00%	5.00%
Number of periodic payment						2	2
Principal payment	$ 1,250,000
Standing Akimbo, LLC
Restructuring Cost and Reserve [Line Items]
Total purchase price			$ 9,350,000								$ 9,350,000	$ 9,350,465
Cash paid at closing			1,000,000									1,000,000
Shares consideration issued in common stock			$ 4,500,000									5,542,990
Interest rate (as percentage)			5.00%
Consideration issued (in shares) \| shares			4,488,691								5,540,000
Shares issued price \| $ / shares			$ 1.00								$ 1.00
Consideration payable in cash			$ 3,750,000								$ 3,800,000
Deferred Purchase Price											750,000	$ 2,807,475
Amount of common stock held back as collateral for potential claims for indemnification			$ 1,000,000.00								$ 1,000,000.00
Business combination, Period from closing of acquisition											18 months

Derivative Liabilities

12 Months Ended

Dec. 31, 2023

Derivative Liabilities

Derivative Liabilities

10.Derivative Liabilities

Employee Common Stock

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

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

On June 11, 2019, the Company granted the right to receive 1,000,000 shares of restricted Common Stock to an officer, which was set to vest when the Company’s stock price appreciated to $0 per share with defined minimum average daily trading volume thresholds. This right expired January 8, 2022.

The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities. The Company estimated the fair value of these derivatives at the respective balance sheet dates using the Black-Scholes option pricing model based upon the following inputs: (i) stock price on the date of grant ranging between $1.32 - $3.75, (ii) the contractual term of the derivative instrument ranging between 1 - 3 years, (iii) a risk-free interest rate of 4.85% and (iv) an expected volatility of the price of the underlying Common Stock of 45%.

The fair value of these derivative liabilities was $0 as of December 31, 2023 and 2022, respectively as these rights expired on January 8, 2022.

Investor Note

The Company issued Investor Notes in an aggregate principal amount of $95.00 million on December 7, 2021.

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 accompanying consolidated statements comprehensive (loss) and income at each period-end. The Company utilizes a Monte Carlo simulation in determining the appropriate fair value. The derivative liability will ultimately be converted into the Company’s equity when the Investor Notes are converted or will be extinguished on the repayment of the Investor Notes. The derivative liability will not result in the outlay of any additional cash by the Company. Upon initial recognition in 2021, the Company recorded a derivative liability and debt discount of $48,936,674 in relation to the derivative liability portion of the Investor Notes.

The fair value of these derivative liabilities is $638,020 and $16,508,253 as of December 31, 2023 and 2022, respectively. The change in the fair value of derivative liabilities is a decrease of $15,870,232 and $18,414,760 for the years ended December 31, 2023 and 2022, respectively. The Company recorded $8,523,493 and $7,484,613 in amortization related to the debt discount for the year ended December 31, 2023 and 2022, respectively.

Intangible Assets - Future Projected Annual Amortization Expense (Details)	Dec. 31, 2023 USD ($)
Intangible Assets.
2024	$ 15,124,635
2025	14,781,757
2026	13,970,580
2027	13,330,407
2028	12,492,489
Thereafter	96,468,009
Total future projected annual amortization expense	$ 166,167,877

Leases (Details)	Dec. 31, 2023
Minimum
Weighted average lease discount rate	6.00%
Maximum
Lessee, Operating Lease, Remaining Lease Term	10 years
Weighted average lease discount rate	12.00%

Accounting Policies and Estimates (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies and Estimates.

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Reclassifications

Reclassifications

Accounting for Business Combinations and Acquisitions

Accounting for Business Combinations and Acquisitions

Fair Value Measurements

Fair Value Measurements

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

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

Marketable Securities at Fair Value on a Recurring Basis

Marketable Securities at Fair Value on a Recurring Basis

Investments Held at Cost

Investments Held at Cost

from this investment are recorded in the accompanying consolidated statements of comprehensive (loss) and income. As of December 31, 2023 and 2022, the investment totaled $2.00 million.

Investment Held for Sale

Investment Held for Sale

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable

The following table depicts the composition of our accounts receivable as of December 31, 2023 and December 31, 2022:


	December 31,		December 31,
	2023		2022

Accounts receivable - trade	$	4,294,739	$	4,564,918
Accounts receivable - tenant improvement allowances		263,846		—
Allowance for doubtful accounts		(297,426)		(92,940)
	$	4,261,159	$	4,471,978

Inventory

Inventory

Property and Equipment, net

Property and Equipment, net

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


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

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

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

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

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Long-Lived Assets

Long-Lived Assets

Accounts Payable

Accounts Payable

Accrued Expenses and Other Liabilities

Accrued Expenses and Other Liabilities

Derivative Liabilities

Derivative Liabilities

Revenue Recognition and Related Allowances

Revenue Recognition and Related Allowances

The Company has three main revenue streams: Retail, Wholesale, and Other.

Costs of Goods and Services Sold

Costs of Goods and Services Sold

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

General and Administrative Expenses

General and Administrative Expenses

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

Advertising and Marketing Costs

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and totaled $2.12 million and $2.37 million as of December 31, 2023 and 2022, respectively.

Stock Based Compensation

Stock Based Compensation

Income Taxes

Income Taxes

Right of Use Assets and Lease Liabilities

Right of Use Assets and Lease Liabilities

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

Tax Provision - Components of Deferred Income Taxes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 1,619,741
Interest expense carryforwards	2,744,673	$ 1,129,939
Goodwill and intangible assets	2,573,017	2,359,197
Lease liabilities	3,275,084	1,705,867
Share based compensation accruals	219,966	598,861
Loyalty points	365,565	412,218
Fixed assets	235,839	367,776
Capitalized transaction costs	114,269	217,320
Bad debt allowance	26,953	36,742
Accrued expenses	48,600	8,537
Net deferred tax assets	11,223,707	6,836,457
Deferred tax liabilities:
Goodwill and intangible assets	5,902,988	5,594,714
Operating leases	3,206,284	1,595,394
Unrealized loss	117,946	117,750
Cash-to-accrual		30,669
Net deferred tax liabilities	9,227,218	7,338,527
Total net deferred tax assets	$ 1,996,489
Total net deferred tax (liabilities)		$ (502,070)

Tax Provision (Tables)

12 Months Ended

Dec. 31, 2023

Tax Provision

Schedule of components of income tax (benefit) expense


	December 31,		December 31,
	2023		2022
Current:
Federal	$	20,745,917	$	17,127,037
State		1,900,829		483,037
Total current tax expense	$	22,646,746	$	17,610,074


	December 31,		December 31,
	2023		2022
Deferred:
Federal	$	(725,879)	$	(611,750)
State		(2,180,272)		(2,100,260)
Total deferred tax expense (benefit)	$	(2,906,151)	$	(2,712,010)

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


		December 31,		December 31,
		2023		2022
Income (loss) before income taxes	$	(15,408,802)	$	(3,569,552)
Statutory tax rate		21%		21%
Expense (benefit) based on statutory rates		(3,235,848)		(749,606)

State income taxes		(1,171,514)		(949,986)
Expenses disallowed under IRC Section 280E		19,957,552		16,308,522
Stock-based compensation		89,286		177,912
Remeasurement on derivative liability		(3,332,749)		(3,867,100)
Nondeductible penalties		1,796,633		-
Other permanent differences		941,328		244,130
Change in valuation allowance		-		(2,062,697)
Change in state rate		17,230		(176,568)
Return to provision		3,416,949		4,890,722
Deferred tax true-up		1,058,492		1,082,735
Other adjustments		203,236		-
Total income tax expense	$	19,740,595	$	14,898,064

Schedule of components of deferred income taxes


	December 31,		December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	1,619,741	$	—
Interest expense carryforwards		2,744,673		1,129,939
Goodwill and intangible assets		2,573,017		2,359,197
Lease liabilities		3,275,084		1,705,867
Share based compensation accruals		219,966		598,861
Loyalty points		365,565		412,218
Fixed assets		235,839		367,776
Capitalized transaction costs		114,269		217,320
Bad debt allowance		26,953		36,742
Accrued expenses		48,600		8,537
Net deferred tax assets		11,223,707		6,836,457

Deferred tax liabilities:
Goodwill and intangible assets		5,902,988		5,594,714
Operating leases		3,206,284		1,595,394
Unrealized loss		117,946		117,750
Cash-to-accrual		—		30,669
Net deferred tax liabilities		9,227,218		7,338,527

Total net deferred tax assets (liabilities)	$	1,996,489	$	(502,070)

Tax Provision - Components of Income Tax (Benefit) Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 20,745,917	$ 17,127,037
State	1,900,829	483,037
Total current tax expense	22,646,746	17,610,074
Deferred:
Federal	(725,879)	(611,750)
State	(2,180,272)	(2,100,260)
Total deferred tax expense (benefit)	$ (2,906,151)	$ (2,712,010)

Business Combinations

12 Months Ended

Dec. 31, 2023

Business Combinations

Business Combinations

7.Business Combinations

Business Combinations

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”), BG3 Investments, LLC d/b/a Drift (“Drift”), Black Box Licensing, LLC, and Brian Searchinger, as the sole equity holder of Drift, as amended on October 28, 2021. 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 $2.14 million of goodwill and $1.03 million 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 an 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) $32.20 million in cash, which included a $4.50 million cash earn-out based on EBITDA of the acquired businesses for the calendar year 2021, and (ii) $17.00 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 $6.20 million of goodwill and $28.79 million 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 $29.00 million, consisting of: (i) $16.00 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 $19.85 million of goodwill and $12.40 million 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 $6.20 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 $1.79 million of goodwill and $3.97 million 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 1,450,381 shares of Common Stock. The Company held back 219,848 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 $2.49 million of intangibles.

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, 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 Lightshade dispensary acquisition resulted in $1.89 million of intangibles and $449,000 of goodwill.

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, the 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, the aggregate consideration for the Smokey’s acquisition was approximately $7.50 million, of which approximately $3.75 million was paid in cash and $3.75 million was paid in Company common stock. Total shares issued at closing equaled 2,884,615. The stock consideration is subject to post-closing reduction if the 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 $2.16 million of goodwill and $5.28 million 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 (the “Everest Purchaser”), Sucellus, LLC (the “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”). The Everest Purchaser acquired substantially all of the operating assets of the Everest Seller and assumed specified liabilities of the 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 the Everest Seller are held by an NFP, Everest Apothecary, Inc., (“Everest”). At the closing, the Everest Purchaser gained control over Everest by replacing the officers and directors of Everest with officers of the Company. On the same date, the Everest Purchaser entered into a separate Call Option Agreement that gives the 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 an 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. After purchase price adjustments and subject to post-closing adjustments, the aggregate purchase price for Everest Acquisition paid at closing was approximately $42.36 million, of which $12.50 million was paid in cash, $17.35 million was paid in the form of an unsecured promissory note issued by the Everest Purchaser to the Everest Seller (the “Everest Note”), $8.00 million was paid in Company common stock in the amount of 7,619,047 shares and $3.0 million is payable in two installment payments of $1,250,000 due to the Everest Seller on August 30, 2023 and November 28, 2023 (the “Everest Deferred Purchase Price”). In addition to the foregoing, the Everest Purchaser may be required to make a potential “earn-out” payment of up to an additional $8.00 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 $2.10 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 $5.12 million of goodwill and $25.15 million 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 $9.35 million, of which $3.75 million is payable in cash (“Akimbo

Cash Consideration”) and approximately $5.54 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 million of the Akimbo Cash Consideration in cash, and approximately $4.50 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 Company also held back approximately $1.00 million worth of shares 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 is obligated to pay the remainder of the Akimbo Cash Consideration over 12 fiscal quarters starting on July 15, 2023, as set forth in the Akimbo Purchase Agreement (the “Akimbo Deferred Purchase Price”). 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 $1.77 million of goodwill and $7.25 million 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 consideration of the sale and transfer of the acquired assets the Company paid as follows:


	Evergreen Holdco, LLC		Standing Akimbo, LLC		Smoke Holdco, LLC
Cash	$	12,500,000	$	1,000,000	$	3,750,000
Akimbo Deferred Purchase Price		—		2,807,475		—
Everest Deferred Purchase Price		2,385,000		—		—
Seller notes		17,350,291		—		—
Common stock		8,000,000		5,542,990		3,750,000
Expected earn-out		2,130,654		—		—
Total purchase price	$	42,365,945	$	9,350,465	$	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		—		—
Inventory		10,177,488		330,000		67,630
Fixed assets		1,443,149		—		—
Intangible assets		25,150,226		7,249,732		5,276,415
Goodwill		5,122,417		1,768,633		2,155,155
Operating lease right of use assets		4,610,779		—		—
Total assets acquired	$	48,633,221	$	9,350,465	$	7,500,000
Liabilities and Equity assumed:
Accounts payable and accrued expenses	$	1,656,497	$	—	$	—
Lease liability		4,610,779		—		—
Total liabilities assumed		6,267,276		—		—
Estimated fair value of net assets acquired	$	42,365,945	$	9,350,465	$	7,500,000

The goodwill, which is not expected to be deductible for income tax purposes, consists largely of 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 Year Ended
		December 31, 2023
		Medicine Man Technologies	Evergreen Holdco, LLC			Total
		(audited)	(unaudited)			(unaudited)

Pro forma revenue	$	43,324,816	9,152,029		$	52,476,845
Pro forma net income:
Pre- acquisition net income			1,697,236
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	$	(32,970,793)	30,901		$	(32,939,892)

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 Year Ended
		December 31, 2022
		Medicine Man Technologies	Evergreen Holdco, LLC			Total
		(audited)	(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)

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.

Asset Acquisitions

On December 15, 2022, the Company acquired certain operating assets of a retail dispensary of Pikes Peak Industries LLC d/b/a Bud EZ (“Bud EZ”) for $200,020 in cash consideration pursuant to the terms of a License Purchase Agreement, dated August 31, 2022, by and among the Company, Double Brow, Bud EZ, and John Jackson. Bud EZ operates a medical retail dispensary in Colorado Springs, Colorado.

In two separate closings on June 16, 2023, and September 13, 2023, the Company acquired a retail marijuana license and a medical marijuana license, respectively, from Stellar. Pursuant to the terms of the License Transfer Agreement, as amended and restated on April 17, 2023, the aggregate consideration for the Stellar medical and retail licenses was $3 million in cash. The Company held back $300,000 from the cash consideration as collateral for potential claims for indemnification from Stellar.

Acquisition related expenses incurred during the years ended December 31, 2023, and 2022, totaled $4.78 million and $6.82 million, respectively, and were recorded within selling, general and administrative expenses in the accompanying consolidated statement of comprehensive (loss) and income.

Goodwill Accounting

12 Months Ended

Dec. 31, 2023

Goodwill Accounting

Goodwill Accounting

8.Goodwill Accounting

The Company performed its annual fair value assessment as of December 31, 2023, on its subsidiaries with material goodwill on their respective balance sheets and recognized a goodwill impairment charge of $1,801,740. Impairment is recorded when the carrying values of the reporting units exceed the estimated fair value of such amounts.

As of December 31, 2022, acquisition valuations that resulted in goodwill were recorded with Other until final valuation was completed. Upon final valuation in 2023, the Company reclassified acquisition valuations that resulted in intangible assets from goodwill and correctly categorized amongst our Retail, Wholesale and Other segments. During 2023, the Company began estimating the valuation amongst intangible assets and segments upon the initial recording of the valuation from the acquisitions. As of December 31, 2022 and 2023, the goodwill balance in Other and the measurement-period adjustment to prior year acquisition mostly relates to Retail and Wholesale segments.

As of December 31, 2023, the balance of goodwill, by segment, consisted of the following:


	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		9,046,205		—		—		9,046,205
Measurement-period adjustment to prior year acquisition		(5,565,567)		—		(28,785,000)		(34,350,567)
Goodwill Impairment during 2023		(104,148)		(1,697,592)		—		(1,801,740)
Balance as of December 31, 2023	$	55,960,284		5,522,344	$	6,016,571	$	67,499,199

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


	Retail		Wholesale		Other		Total

Balance as of January 1, 2022	$	26,349,025	13,964,016	$	3,003,226	$	43,316,267
Goodwill acquired during 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

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions.

Related Party Transactions

16.Related Party Transactions

Transactions with Jonathan Berger

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 services 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 services 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 services as Lead Independent Director of the Board.

On April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Berger as compensation for services 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 services as the Chair of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board.

On September 29, 2023, the Company issued 40,900 shares of Common Stock valued at $32,311 to Mr. Berger as compensation for services on the Board and the Audit Committee, and, for the period from July 1, 2023 to August 2, 2023, for services as Chair of the Compensation Committee, and Nominating and Corporate Governance Committee of the Board.

On December 29, 2023, the Company issued 89,080 shares of Common Stock valued at $54,250 to Mr. Berger as compensation for services on the Board and, for services as Chair of the Audit Committee 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 the final 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 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.

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 September 29, 2023, the Company issued 34,253 shares of Common Stock valued at $27,060 to Mr. Cozad as compensation for service on the Board and, for the period from August 2, 2023, to September 30, 2023, for services as the Chair of the Nominating and Corporate Governance Committee of the Board.

On December 29, 2023, the Company issued 45,156 of Common Stock valued at $27,500 to Mr. Cozad as compensation for service on the Board and, for services as the Chair of the Nominating and Corporate Governance Committee of 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 during 2022 and 2023.

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 quarterly in accordance with the Company’s director compensation policy and schedule. Mr. Dye may, at his option, take payment in cash, common stock, or restricted stock units. The next payment is scheduled to occur on or around December 31, 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 September 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.

The Company also acquires 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. For the years ended December 31, 2023 and 2022, the Company recorded expenses from Tella Digital of $503,342 and $382,622, respectively.

On September 29, 2023, the Company issued 130,801 shares of Common Stock valued at $103,333 to Mr. Dye for services as Chairman of the Board for the periods of May 27, 2023 to June 30, 2023, and through December 31, 2023.

On December 29, 2023, the Company issued 123,153 shares of Common Stock valued at $75,000 to Mr. Dye for services as Chairman of the Board.

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.

On September 29, 2023, the Company issued 22,152 shares of Common Stock valued at $17,500 to Mr. Garwood and $8,750 of cash as compensation for service on the Board.

On December 29, 2023, the Company issued 15,158 shares of Common Stock valued at $9,231 to Mr. Garwood as compensation for service on the Board for the period from October 1, 2023 to November 2, 2023.

Transactions with Entities Affiliated with Nirup Krishnamurthy

The Company also acquires certain advertising and marketing services from Tella Digital, an on-premises digital experience solution, of which Mr. Krishnamurthy is a partial owner and serves as director on Tella Digital’s board. For the years ended December 31, 2023 and 2022, the Company recorded expenses of $503,342 and $382,622, respectively.

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 of 400,000 RSUs, valued at $412,000 vesting immediately upon execution of the CEO Agreement and the remainder to vest on each anniversary of the effective date of the CEO Agreement, unless the CEO resigns his employment and unilaterally terminates 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.

On September 29, 2023, the Company issued 33,228 shares of Common Stock valued at $26,250 to Mr. Montalbano as compensation for service on the Board.

On December 29, 2023, the Company issued 43,103 shares of Common Stock valued at $26,250 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.

On September 29, 2023, the Company issued 33,228 shares of Common Stock valued at $26,250 to Mr. Mukharji as compensation for service on the Board.

On December 29, 2023, the Company issued 43,103 shares of Common Stock valued at $26,250 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 $150,000 in monthly installments of $12,500. The Company paid CRW the final monitoring fee of $25,000 during 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.

On September 29, 2023, the Company issued 33,228 shares of Common Stock valued at $26,250 to Mr. Rubin as compensation for service on the Board.

On December 29, 2023, the Company issued 43,103 shares of Common Stock valued at $26,250 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.

On September 29, 2023, the Company issued 34,870 shares of Common Stock valued at $27,547 to Mr. Stewart as compensation for service on the Board and, for the period from August 2, 2023 to September 30, 2023, for service as Chair of the Compensation Committee of the Board.

On December 29, 2023, the Company issued 46,388 shares of Common Stock valued at $28,250 to Mr. Stewart as compensation for service on the Board, and for service as Chair of the Compensation Committee of the Board.

Transactions with Kathy Vrabeck

On December 29, 2023, the Company issued 27,946 shares of Common Stock valued at $17,019 to Ms. Vrabeck as compensation for service on the Board for the period from November 2, 2023 to December 31, 2023.

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 million, paid as follows: (i) $44.25 million in cash at the applicable closings, (ii) $44.25 million 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 are 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 Common Stock to Mr. Wahdan.

As of December 31, 2022, and 2023, the Company owed an aggregate principal amount of $44.25 million 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 $5.31 million in interest pursuant to the seller notes for each year ended December 31, 2023 and 2022. The Company has not paid any principal as of December 31, 2023, and December 31, 2022.

In connection with acquiring the Star Buds assets the Company also assumed and acquired several leases for which one or more of the Star Buds Affiliates serve as landlord or maintain an ownership interest in the landlord entity. SBUD LLC made aggregate rental payments pursuant to these leases of $382,622 and $503,342 for the years ended December 31, 2023 and 2022, respectively. In addition, SBUD LLC must pay each landlord’s expenses and disbursements incurred in connection with the ownership, operation, maintenance, repair and replacement of the premises. SBUD LLC has the option to renew each lease for two additional three-year terms with escalation. The Company has an option to purchase the premises at fair market value at any time during the lease term and also has a right of first refusal if the landlords desire to sell the premises to a third-party.

On December 17, 2020, SBUD LLC entered into a Trademark License Agreement with Star Brands LLC (“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 December 31, 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.

On May 4, 2022, and June 14, 2022, the Company issued 20,232 shares of Common Stock and 22,728 shares of Common Stock, valued at $35,001 and $35,001, respectively, to Mr. Ruden as compensation for service on the Board. In 2023, Mr. Ruden received $35,000 for his services on the Board in 2022.

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

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Business Combinations (Details)																					12 Months Ended
Business Combinations (Details)	Nov. 28, 2023 USD ($)	Sep. 13, 2023 USD ($)	Aug. 30, 2023 USD ($) shares	Jun. 15, 2023 USD ($) $ / shares shares	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) item	Jun. 01, 2023 USD ($) item payment	May 11, 2023 USD ($) shares	May 10, 2023 USD ($) item shares	Apr. 21, 2023 USD ($) shares	Apr. 13, 2023 USD ($) $ / shares shares	Apr. 12, 2023 USD ($)	Dec. 15, 2022 USD ($) 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 ($) item shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Cash																					$ 15,834,378	$ 58,981,226
Shares consideration issued in common stock	$ 3,000,000.0
Goodwill																					67,499,199	94,605,301	$ 43,316,267
Intangible assets																					166,167,877	107,726,718
Depreciation																					3,841,805	2,911,004
Acquisition-related expenses																					4,780,000	$ 6,820,000
Pikes Peak Industries LLC
Business Acquisition [Line Items]
Consideration paid in cash															$ 200,020
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
Consideration issued (in shares) \| shares																				1,146,099
Goodwill																				$ 2,140,000
Intangible assets																				$ 1,030,000.00
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																			$ 17,000,000.00
Percentage of investor note																			5.00%
RGA
Business Acquisition [Line Items]
Goodwill																			$ 6,200,000
Intangible assets																			$ 28,790,000
MCG
Business Acquisition [Line Items]
Number of retail dispensaries acquired \| item																		2
Cash																		$ 16,000,000.00
Consideration issued (in shares) \| shares																		7,145,724
Goodwill																		$ 19,850,000
Intangible assets																		12,400,000
Aggregate consideration																		29,000,000.00
Amount held back as collateral for potential claims for indemnification																		$ 2,320,000
Brow
Business Acquisition [Line Items]
Cash																	$ 6,200,000
Goodwill																	1,790,000
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
Business Acquisition [Line Items]
Cash																$ 1,320,000
Consideration issued (in shares) \| shares																1,450,381
Goodwill																$ 398,148
Intangible assets																$ 2,490,000
Number of shares held back as collateral for potential claims for indemnification \| shares																219,848
Lightshade Labs Llc
Business Acquisition [Line Items]
Number of retail dispensaries acquired \| item															2
Number of retail dispensaries leased \| item															2
Goodwill															$ 449,000
Intangible assets															1,890,000
Aggregate consideration															2,750,000
Escrow held consideration cash															$ 300,000
Smokey's
Business Acquisition [Line Items]
Number of retail dispensaries acquired \| item											2
Cash										$ 3,750,000	$ 3,750,000
Shares consideration issued in common stock										$ 3,750,000	3,750,000
Consideration issued (in shares) \| shares										2,884,615
Goodwill										$ 2,160,000
Intangible assets										5,280,000
Aggregate consideration										7,500,000	7,500,000
Amount of cash consideration held back as collateral for potential claims for indemnification										$ 150,000	$ 150,000
Common stock held back as collateral for potential claims for indemnification \| shares										600,000	600,000
Everest
Business Acquisition [Line Items]
Number of dispensaries acquired \| item							14
Number of cultivation facilities acquired \| item							1
Number of manufacturing facilities acquired \| item					1	1	1	1	1
Cash						$ 12,500,000
Shares consideration issued in common stock			$ 8,000,000.00									$ 8,000,000.00
Consideration issued (in shares) \| shares			7,619,047									7,619,047
Goodwill					$ 5,120,000	5,120,000	$ 5,120,000	$ 5,120,000	$ 5,120,000
Intangible assets					25,150,000	25,150,000	25,150,000	$ 25,150,000	25,150,000
Call option agreement, option to acquire equity or assets percentage								100.00%
Purchase price of call option					100	100	100	$ 100	100
Payments required potential earn-out					2,100,000	2,100,000	2,100,000	2,100,000	2,100,000
Notes payable					$ 17,350,000	17,350,000	$ 17,350,000	$ 17,350,000	$ 17,350,000			$ 17,350,000
Aggregate consideration						42,360,000						$ 42,360,000
Earn-out payments						$ 8,000,000.00
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%
Number of periodic payment							2		2
Principal payment	$ 1,250,000
Standing Akimbo, LLC
Business Acquisition [Line Items]
Cash				$ 1,000,000										$ 1,000,000
Shares consideration issued in common stock				$ 4,500,000										5,542,990
Consideration issued (in shares) \| shares				4,488,691									5,540,000
Share price \| $ / shares				$ 1.00									$ 1.00
Goodwill				$ 1,770,000																	$ 1,768,633
Intangible assets				$ 7,250,000
Percentage of investor note				5.00%
Aggregate consideration				$ 9,350,000									$ 9,350,000	$ 9,350,465
Consideration payable in cash				3,750,000									3,800,000
Consideration payable in common stock				5,540,000
Amount of common stock held back as collateral for potential claims for indemnification				$ 1,000,000.00									$ 1,000,000.00
Vertical Investment Group LLC d/b/a Stellar Cannabis Co. License
Business Acquisition [Line Items]
Cash		$ 3,000,000
Amount held back as collateral for potential claims for indemnification		$ 300,000

Stockholders' Equity - Preferred Stock (Details)	12 Months Ended
Stockholders' Equity - Preferred Stock (Details)	Dec. 31, 2023 USD ($) item $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Stockholders' Equity
Number of classes of stock \| item	2
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Preferred stock, authorized (in shares) \| shares	10,000,000	10,000,000
Preferred stock par value \| $ / shares	$ 0.001	$ 0.001
Preferred stock, outstanding (in shares) \| shares	85,534	86,994
Preferred stock, issued (in shares) \| shares	85,534	86,994
Escrow shares \| 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
Accumulated preferred dividends \| $	$ 8,154,993	$ 7,802,809

Subsequent events

12 Months Ended

Dec. 31, 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 December 31, 2023 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

Accounting Policies and Estimates - Accounts Receivable (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable
Allowance for doubtful accounts	$ (297,426)	$ (92,940)
Total	4,261,159	4,471,978
Trade Accounts Receivable \| Nonrelated Party
Accounts, Notes, Loans and Financing Receivable
Accounts receivable	4,294,739	$ 4,564,918
Tenant improvement allowances \| Nonrelated Party
Accounts, Notes, Loans and Financing Receivable
Accounts receivable	$ 263,846

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

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


	December 31, 2023	December 31, 2022
Risk free rate	3.88%	3.96%
Expected dividend yield	0%	0%
Expected volatility	75.97%	78.97%
Expected option life	4.75 to 6.25 years	4.75 to 6.25 years

Summary of unvested RSU awards under the LTIP


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 December 31, 2023	1,200,000	$	1.03

Summary of Unvested PSU awards under the LTIP


Performance Share Units	Units	Weighted-Average Grant Date Fair Value
Unvested shares at January 1, 2023	-	$	-
Granted	702,432		1.03
Exercised	-		-
Forfeited or expired	(25,976)		1.03
Vested	-		-
Unvested at December 31, 2023	676,456	$	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	2.99
Warrants exercised	—		—	—
Warrants forfeited/expired	(187,500)		—	—
Warrants issued	—		—	—
Balance as of December 31, 2023	7,031,250	$	1.48	2.11

Equity Incentive Plan

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of ISO Awards 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	7,145,000		1.14		9.23		—
Forfeited	(991,500)		1.36		—		—
Vested	(2,061,250)		2.05		—		—
Balance at December 31, 2023	14,448,750	$	1.86		6.16	$	—
Exercised	—		—		—		—
Exercisable at December 31, 2023	14,448,750	$	1.86		6.16		—

LTIP

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of ISO Awards activity


Options	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2023	—	$	—		—	$	—
Granted	702,432		1.03		9.35		—
Forfeited	(25,976)		1.03		—		—
Vested	—		—		—		—
Balance at December 31, 2023	676,456	$	1.03		9.35	$	—
Exercised	—		—		—		—
Exercisable at December 31, 2023	676,456	$	1.03		9.35		—

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Segment Information (Tables)

12 Months Ended

Dec. 31, 2023

Segment Information

Schedule of information represents segment activity


	For The Year Ended
	December 31, 2023
	Retail		Wholesale		Other		Total
External revenues	$	155,463,816	$	16,765,425	$	218,545	$	172,447,786
Depreciation and intangible assets amortization		10,792,018		3,840,969		6,300,554		20,933,541
Segment profit		44,032,159		(1,720,029)		(39,023,438)		3,288,692
Segment assets		211,279,966		113,288,960		33,575,406		358,144,332


	For The Year Ended
	December 31, 2022
	Retail		Wholesale		Other		Total
External revenues	$	141,254,893	$	17,819,938	$	304,388	$	159,379,219
Depreciation and intangible assets amortization		8,402,857		2,190,072		956,187		11,549,116
Segment profit		54,266,757		(11,043,975)		(30,367,948)		12,854,834
Segment assets		193,068,447		70,400,502		59,413,784		322,882,733

Intangible Assets

12 Months Ended

Dec. 31, 2023

Intangible Assets

Intangible Assets

9.Intangible Assets

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

As of December 31, 2023 and 2022 intangible assets were comprised of the following:


	December 31, 2023				December 31, 2022
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License agreements	$	183,740,142	$	(25,092,938)	$	111,491,280	$	(12,154,237)
Tradename		7,931,500		(3,757,875)		6,021,500		(1,862,242)
Customer relationships		5,150,000		(2,210,119)		5,150,000		(1,474,405)
Non-compete		2,053,000		(1,645,833)		1,265,000		(765,556)
Product license and registration		—		—		57,300		(21,783)
Trade secret		—		—		32,500		(12,639)
Total Intangible Assets	$	198,874,642	$	(32,706,765)	$	124,017,580	$	(16,290,862)

Amortization expense for the years ended December 31, 2023 and 2022 was $16,415,903 and $8,638,112, respectively. No impairment charges were recorded for the years ended December 31, 2023 and 2022.

The following table presents the Company’s future projected annual amortization expense as of December 31, 2023:


2024	$	15,124,635
2025		14,781,757
2026		13,970,580
2027		13,330,407
2028		12,492,489
Thereafter		96,468,009
Total future projected annual amortization expense	$	166,167,877