Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 10, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | MARIMED INC. | |
Entity Central Index Key | 0001522767 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 212,636,398 | |
Trading Symbol | MRMD | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 4,215,835 | $ 4,104,315 |
Accounts receivable, net | 7,134,020 | 5,376,966 |
Deferred rents receivable | 2,098,677 | 2,096,384 |
Due from third parties | 2,296,163 | 3,860,377 |
Due from related parties | ||
Notes receivable, current portion | 64,392 | 51,462 |
Seed inventory | 3,250,000 | |
Other current assets | 170,957 | 219,012 |
Total current assets | 19,230,044 | 15,708,516 |
Property and equipment, net | 35,422,135 | 34,099,864 |
Intangibles, net | 123,333 | 185,000 |
Investments | 34,117,571 | 1,672,163 |
Notes receivable, less current portion | 2,172,200 | 1,092,376 |
Debentures receivable | 30,000,000 | |
Operating lease right-of-use assets | 6,171,473 | |
Finance lease right-of-use assets | 31,802 | |
Due from related parties | 120,821 | 119,781 |
Other assets | 235,905 | 82,924 |
Total assets | 97,625,284 | 82,960,624 |
Current liabilities: | ||
Accounts payable | 1,940,468 | 3,915,430 |
Accrued expenses | 1,776,660 | 1,588,368 |
Deferred rents payable | 105,901 | |
Notes payable | 10,380,000 | 3,877,701 |
Mortgages payable, current portion | 217,479 | 188,231 |
Operating lease liabilities, current portion | 487,009 | |
Finance lease liabilities, current portion | 12,661 | |
Due to related parties | 220,271 | 276,311 |
Total current liabilities | 15,034,548 | 9,951,942 |
Mortgages payable, less current portion | 7,289,871 | 7,348,581 |
Debentures payable | 3,794,532 | 3,557,440 |
Operating lease liabilities, less current portion | 5,794,580 | |
Finance lease liabilities, less current portion | 19,820 | |
Other liabilities | 169,200 | 338,200 |
Total liabilities | 32,102,551 | 21,196,163 |
Stockholders' equity: | ||
Series A convertible preferred stock, $0.001 par value; 50,000,000 shares authorized at March 31, 2019 and December 31, 2018; no shares issued or outstanding at March 31, 2019 and December 31, 2018 | ||
Series A preferred stock subscribed but not issued; no shares outstanding at March 31, 2019 and December 31, 2018 | ||
Common stock, $0.001 par value; 500,000,000 shares authorized at March 31, 2019 and December 31, 2018; 212,425,383 and 211,013,043 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 212,425 | 211,013 |
Common stock subscribed but not issued; zero and 97,136 shares at March 31, 2019 and December 31, 2018 | 169,123 | |
Additional paid-in capital | 91,200,774 | 87,180,165 |
Accumulated deficit | (25,599,019) | (25,575,808) |
Noncontrolling interests | (291,447) | (220,032) |
Total stockholders' equity | 65,522,733 | 61,764,461 |
Total liabilities and stockholders' equity | $ 97,625,284 | $ 82,960,624 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Series A convertible preferred stock, shares issued | ||
Series A convertible preferred stock, shares outstanding | ||
Series A preferred stock, shares subscribed but unissued | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 212,425,383 | 211,013,043 |
Common stock, shares outstanding | 212,425,383 | 211,013,043 |
Common stock, shares subscribed but unissued | 0 | 97,136 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 3,515,815 | $ 2,082,950 |
Cost of revenues | 1,254,790 | 888,869 |
Gross profit | 2,261,025 | 1,194,081 |
Operating expenses: | ||
Personnel | 673,375 | 184,671 |
Marketing and promotion | 118,899 | 51,761 |
General and administrative | 1,691,032 | 1,279,291 |
Total operating expenses | 2,483,306 | 1,515,722 |
Operating income | (222,881) | (321,641) |
Non-operating income (expenses): | ||
Interest expense | (1,940,547) | (316,261) |
Interest income | 282,409 | 19,834 |
Equity in earnings of investments | 1,958,407 | |
Loss on debt settlements | (1,213,841) | |
Total non-operating income (expenses) | 300,269 | (1,510,268) |
Net income (loss) | 77,988 | (1,831,909) |
Net income (loss) attributable to noncontrolling interests | 101,199 | 63,233 |
Net income (loss) attributable to MariMed Inc. | $ (23,211) | $ (1,895,142) |
Net income (loss) per share | $ 0 | $ (0.011) |
Weighted average common shares outstanding | 212,034,324 | 178,914,829 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Series A Convertible Preferred Stock Subscribed But Not Issued [Member] | Common Stock [Member] | Common Stock Subscribed But Not Issued [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 500 | $ 176,850 | $ 370,000 | $ 22,256,060 | $ (11,971,740) | $ 175,490 | $ 11,007,160 |
Balance, shares at Dec. 31, 2017 | 500,000 | 176,850,331 | 1,000,000 | ||||
Sales of common stock | $ 1,200 | 598,800 | 600,000 | ||||
Sales of common stock, shares | 1,200,000 | ||||||
Sales of subscribed common stock | $ 875,000 | 875,000 | |||||
Sales of subscribed common stock, shares | 1,319,432 | ||||||
Conversion of Series A preferred stock | $ (500) | $ 971 | 33,573 | 34,044 | |||
Conversion of Series A preferred stock, shares | (500,000) | 970,988 | |||||
Settlement of obligations | $ 295 | $ 834,462 | 329,105 | 1,163,862 | |||
Settlement of obligations, shares | 295,000 | 738,462 | |||||
Option grants | 382,654 | 382,654 | |||||
Exercise of options | $ 300 | 38,700 | 39,000 | ||||
Exercise of options, shares | 300,000 | ||||||
Warrant issuances | 206,347 | 206,347 | |||||
Exercise of warrants | $ 90 | 30,756 | 30,846 | ||||
Exercise of warrants, shares | 89,614 | ||||||
Retirement of promissory notes | $ 1,526,538 | 1,526,538 | |||||
Retirement of promissory notes, shares | 1,346,153 | ||||||
Distributions | (64,275) | (64,275) | |||||
Net income (loss) | (1,895,142) | 63,233 | (1,831,909) | ||||
Balance at Mar. 31, 2018 | $ 179,706 | $ 3,606,000 | 23,875,995 | (13,866,882) | 174,448 | 13,969,267 | |
Balance, shares at Mar. 31, 2018 | 179,705,933 | 4,404,047 | |||||
Balance at Dec. 31, 2017 | $ 500 | $ 176,850 | $ 370,000 | 22,256,060 | (11,971,740) | 175,490 | 11,007,160 |
Balance, shares at Dec. 31, 2017 | 500,000 | 176,850,331 | 1,000,000 | ||||
Balance at Dec. 31, 2018 | $ 211,013 | $ 169,123 | 87,180,165 | (25,575,808) | (220,032) | 61,764,461 | |
Balance, shares at Dec. 31, 2018 | 211,013,043 | 97,136 | |||||
Sales of common stock | $ 800 | 2,599,200 | 2,600,000 | ||||
Sales of common stock, shares | 799,995 | ||||||
Exercise of options | $ 260 | 12,740 | 13,000 | ||||
Exercise of options, shares | 260,015 | ||||||
Exercise of warrants | $ 22 | 15,778 | 15,800 | ||||
Exercise of warrants, shares | 22,000 | ||||||
Distributions | (172,614) | (172,614) | |||||
Issuance of subscribed shares | $ 97 | $ (169,123) | 169,026 | ||||
Issuance of subscribed shares, shares | 97,136 | (97,136) | |||||
Amortization of option and warrant issuances | 527,163 | ||||||
Amortization of option and warrant issuances, shares | |||||||
Conversion of debentures payable | $ 233 | 696,702 | 696,935 | ||||
Conversion of debentures payable, shares | 233,194 | ||||||
Net income (loss) | (23,211) | 101,199 | 77,988 | ||||
Balance at Mar. 31, 2019 | $ 212,425 | $ 91,200,774 | $ (25,599,019) | $ (291,447) | $ 65,522,733 | ||
Balance, shares at Mar. 31, 2019 | 212,425,383 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income (loss) attributable to MariMed Inc. | $ (23,211) | $ (1,895,142) | |
Net income (loss) attributable to noncontrolling interests | 101,199 | 63,233 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation | 218,196 | 80,791 | |
Amortization of intangibles | 61,667 | ||
Amortization of warrants | 760,292 | ||
Amortization of beneficial conversion feature | 756,959 | ||
Amortization of original issue discount | 12,337 | ||
Amortization of stock option and warrant issuances | 527,163 | 572,807 | |
Loss on promissory note extinguishments | 1,213,841 | ||
Equity in earnings of investments | (1,958,407) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,757,054) | (668,561) | |
Deferred rents receivable | (2,293) | (114,038) | |
Due from third parties | 708,302 | (647,131) | |
Seed inventory | (3,250,000) | ||
Other current assets | 48,055 | (19,440) | |
Other assets | (152,981) | 36,142 | |
Accounts payable | (1,974,962) | (110,555) | |
Accrued expenses | (134,287) | 616,213 | |
Deferred rents payable | (105,901) | ||
Operating lease payments | 110,116 | ||
Finance lease interest payments | (420) | ||
Other liabilities | (169,000) | ||
Net cash used in operating activities | (6,224,230) | (871,840) | |
Cash flows from investing activities: | |||
Purchase of property and equipment | (1,538,414) | (1,294,858) | |
Investment in convertible debentures | |||
Investment in notes receivable | (509,421) | ||
Interest on notes receivable | 14,894 | 10,398 | |
Due from related parties | (1,040) | ||
Net cash used in investing activities | (2,033,981) | (1,284,460) | |
Cash flows from financing activities: | |||
Proceeds from subscribed common stock | 875,000 | ||
Issuance of common stock | 2,600,000 | 600,000 | |
Issuance of interest in subsidiary | |||
Issuance of promissory notes, net | 6,000,000 | ||
Payments on promissory notes | (500,000) | ||
Proceeds from mortgages | 524,593 | ||
Payments on mortgages | (29,461) | (29,502) | |
Exercise of stock options | 13,000 | 39,000 | |
Exercise of warrants | 15,800 | 30,846 | |
Due to related parties | (56,040) | (200,000) | |
Finance lease principal payments | (954) | ||
Distributions | (172,614) | (64,275) | |
Net cash provided by financing activities | 8,369,731 | 1,275,662 | |
Net change to cash and cash equivalents | 111,520 | (880,638) | |
Cash and cash equivalents at beginning of period | 4,104,315 | 1,290,231 | $ 1,290,231 |
Cash and cash equivalents at end of period | 4,215,835 | 409,593 | $ 4,104,315 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 316,616 | 291,912 | |
Cash paid for taxes | 10,011 | 12,596 | |
Non-cash activities: | |||
Conversion of debentures receivable | 30,000,000 | ||
Operating lease right-of-use assets and liabilities | 6,334,392 | ||
Finance lease right-of-use assets and liabilities | 33,855 | ||
Conversion of advances to notes receivable | 855,913 | ||
Conversion of debentures payable | 696,937 | ||
Conversion of notes receivable to investment | 257,687 | ||
Issuance of common stock associated with subscriptions | 169,123 | ||
Conversion of promissory notes | $ 5,526,536 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS MariMed Inc. (the “Company”), a Delaware corporation, is a multifaceted company in the emerging legal cannabis and hemp industries. During 2018, the Company made a strategic decision to transition from a professional management and advisory company that provides cannabis licensing, operational consulting and real estate services, to a direct owner of cannabis licenses and operator of seed-to-sale operations. The Company develops and manages state-of-the-art, regulatory-compliant facilities for the cultivation, production, and dispensing of legal cannabis and cannabis-infused products. The Company also provides professional consultative services in all aspects of cannabis licensing procurement. To date, the Company has secured, on behalf of its clients, 11 cannabis licenses across five states—two in Delaware, two in Illinois, one in Nevada, three in Maryland and three in Massachusetts. The Company’s seed-to-sale cannabis facilities, currently in excess of 300,000 square feet, are leased to its clients in each of these states. Along with operational oversight of its facilities, the Company provides its clients with legal, accounting, human resources, business development, and other corporate and administrative services. Additionally, the Company licenses its own brands of precision-dosed, cannabis-infused products to treat specific medical conditions or to achieve a certain effect. These products are licensed under the brand names Kalm Fusion™, Nature’s Heritage™, and Betty’s Eddies™. The Company also has exclusive sublicensing rights in certain states to distribute Lucid Mood™ vaporizer pens, Vitiprints™ printable dissolvable discs, DabTabs™ vaporization tablets infused with cannabis concentrates, and the clinically tested medicinal cannabis strains developed in Israel by Tikun Olam™. The Company’s stock is quoted on the OTCQB market under the ticker symbol MRMD. The Company was originally incorporated in January 2011 under the name Worlds Online Inc., using the ticker symbol WORX. In early 2017, the Company name and ticker were changed to its current name and ticker. Since inception, the Company had operated an online portal that offers multi-user virtual environments to users. This segment of the business has had insignificant operations since early 2014. The Company has entered into several transactions to develop its business and carry out its aforementioned strategic transition decision which are summarized below and disclosed in further detail in Note 3 Acquisitions Note 4 Investments In May 2014, the Company, through its subsidiary MariMed Advisors Inc., acquired Sigal Consulting LLC, a company operating in the medical cannabis industry. This transaction was accounted for as a purchase acquisition where the Company was both the legal and accounting acquirer. In October 2017, the Company acquired the intellectual property, formulations, recipes, proprietary equipment, knowhow, and other certain assets of Betty’s Eddies™, a brand of cannabis-infused fruit chews In April 2018, the Company acquired iRollie LLC, a manufacturer of branded cannabis products and accessories for consumers, and custom product and packaging for companies in the cannabis industry. In July 2018, the Company contracted to acquire AgriMed Industries of PA LLC (“AgriMed”), an entity that holds a license for the cultivation of cannabis into medical marijuana products in the state of Pennsylvania. In February 2019, the Company filed a complaint against AgriMed for specific performance. The parties are currently in discussions to resolve this matter. In August 2018, the Company exchanged cash and stock to acquire a 23% ownership interest in an entity that has developed a customer relationship management and marketing platform, branded under the name Sprout, which is specifically designed for companies in the cannabis industry. Also during this period, the Company obtained the exclusive worldwide license of the Vitiprints patented technology for printable dissolvable cannabis-infused discs. In October 2018, the Company entered into a purchase agreement to acquire its two cannabis-licensed clients, KPG of Anna LLC and KPG of Harrisburg LLC, currently operating medical marijuana dispensaries in the state of Illinois. The Company has not yet received legislative approval – required for all ownership changes of cannabis licensees – and therefore these entities were not consolidated in the Company’s financial statements as of March 31, 2019. The Company anticipates approval will be obtained, and the transaction consummated, in 2019 In October 2018, the Company’s cannabis-licensed client with cultivation and dispensary operations in Massachusetts, ARL Healthcare Inc. (“ARL”), filed a plan of entity conversion with the state to convert from a non-profit entity to a for-profit corporation, with the Company as the sole shareholder of the for-profit corporation. On November 30, 2018, the conversion plan was approved by the secretary of state, and effective December 1, 2018, ARL was consolidated into the Company as a wholly-owned subsidiary. In November 2018, the Company issued a letter of intent to acquire The Harvest Foundation LLC, its cannabis-licensed client with cultivation operations in the state of Nevada. The acquisition is conditioned upon legislative approval of the transaction which is expected to occur in May 2019. In December 2018, the Company entered into a memorandum of understanding to merge with Kind Therapeutics USA LLC, its cannabis-licensed client in the state of Maryland. The parties expect the merger agreement to be finalized, and the transaction approved by the state legislature in 2019. In January 2019, the Company entered into an agreement with Maryland Health & Wellness Center Inc. (“MHWC”), an entity that has been pre-approved for a cannabis dispensing license, to provide MHWC with a construction loan in connection with the buildout of MHWC’s proposed dispensary location. Upon the two-year anniversary of final state approval of MHWC’s dispensing license, the Company shall have the right, subject to state approval, to convert the promissory note underlying the construction loan into a 20% ownership interest of MWHC. The Company also entered into a consulting services agreement to provide MHWC with advisory and oversight services over a three-year period relating to the development, administration, operation, and management of MHWC’s proposed dispensary in Maryland. In January 2019, the Company converted a note receivable from Chooze Corp., an entity that develops CBD- and THC-infused products without debilitating side effects, into a 2.7% ownership interest in the entity. In January 2019, the Company established MariMed Hemp Inc., a wholly-owned subsidiary to develop, market, and distribute hemp-based CBD brands and products, and to provide hemp producers with bulk quantities of hemp genetics and biomass. In February 2019, the Company converted its $30 million purchase of subordinated secured convertible debentures of GenCanna Global, Inc., a producer and distributor of agricultural hemp, cannabidiol (“CBD”) formulations, hemp genetics, and hemp products into a 33.5% ownership interest. In February 2019, the Company contracted to purchase a 70% interest in Meditaurus LLC, a company established by Dr. Jokubas Ziburkas who holds a PhD in neuroscience and is a leading authority on hemp-based CBD and the endocannabinoid system. Meditaurus currently operates in the United States and Europe and has developed proprietary CBD formulations sold under its Florance |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with GAAP, these interim statements do not contain all of the disclosures normally required in annual statements. In addition, the results of operations of interim periods are not necessarily indicative of the results of operations to be expected for the full year. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited annual financial statements and accompanying notes for the year ended December 31, 2018. Certain reclassifications have been made to prior periods’ data to conform to the current period presentation. These reclassifications had no effect on reported income (losses) or cash flows. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of MariMed Inc. and the following majority-owned subsidiaries: Subsidiary: Percentage Owned MariMed Advisors Inc. 100.0 % Mia Development LLC 89.5 % Mari Holdings IL LLC 60.0 % Mari Holdings MD LLC 97.4 % Mari Holdings NV LLC 100.0 % Hartwell Realty Holdings LLC 100.0 % iRollie LLC 100.0 % ARL Healthcare Inc. 100.0 % MariMed Hemp Inc. 100.0 % Intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts within the financial statements and disclosures thereof. Actual results could differ from these estimates or assumptions. Cash Equivalents The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents. The fair values of these investments approximate their carrying values. The Company’s cash and cash equivalents are maintained with recognized financial institutions located in the United States. In the normal course of business, the Company may carry balances with certain financial institutions that exceed federally insured limits. The Company has not experienced losses on balances in excess of such limits and management believes the Company is not exposed to significant risks in that regard. Accounts Receivable Accounts receivable consist of trade receivables and are carried at their estimated collectible amounts. The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors. Based on such evaluations, the Company recorded a reserve of $150,000 at March 31, 2019 and December 31, 2018. Inventory Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary. As of the date of this report, no reserve was deemed necessary. Investments The Company classifies its investments as available-for-sale-investments. Investments are comprised of equity holding of private companies. These investments are recorded at fair value on the Company’s consolidated balance sheet, with changes to fair value, if any, included in comprehensive income. Investments are evaluated for other-than-temporary impairment and are written down if such impairments are deemed to have occurred. Revenue Recognition On January 1, 2018, the Company adopted the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 606, Revenue from Contract with Customers, ● Identify the contract(s) with a customer; ● Identify the performance obligations in the contract(s); ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract(s); and ● Recognize revenue as the performance obligation is satisfied. Additionally, when another party is involved in providing goods or services to the Company’s clients, a determination is made as to who—the Company or the other party—is acting in the capacity as the principal in the sale transaction, and who is merely the agent arranging for goods or services to be provided by the other party. The Company is typically considered the principal if it controls the specified good or service before such good or service is transferred to its client. The Company may also be deemed to be the principal even if it engages another party (an agent) to satisfy some of the performance obligations on its behalf, provided the Company (i) takes on certain responsibilities, obligations and risks, (ii) possesses certain abilities and discretion, or (iii) other relevant indicators of the sale. If deemed an agent, the Company would not recognize revenue for the performance obligations it does not satisfy. The adoption of this standard did not have a significant impact on the Company’s consolidated operating results, and accordingly no restatement has been made to prior period reported amounts. The Company’s main sources of revenue are comprised of the following: ● Real Estate – the Company generates rental income and additional rental fees from leasing its regulatory-compliant legal cannabis facilities to its clients, which are cannabis-licensed operating companies. Rental income is generally a fixed amount per month that escalates over the respective lease terms, while additional rental fees are based on a percentage of tenant revenues that exceed a specified amount. ● Management – the Company receives fees for providing its clients with corporate services and operational oversight of their cannabis cultivation, production, and dispensary operations. These fees are based on a percentage of such clients’ revenue, and are recognized after services have been performed. ● Supply Procurement – the Company maintains volume discounts with top national vendors of cultivation and production resources, supplies, and equipment, which the Company acquires and resells to its clients or third parties within the cannabis industry. The Company recognizes this revenue after the acceptance of goods by the purchaser. ● Licensing – the Company’s derives revenue from the sale of precision-dosed, cannabis-infused products, such as Kalm Fusion™ and Betty’s Eddies™, to legal dispensaries throughout the United States. The recognition of this revenue occurs when the products are delivered. ● Consulting – the Company assists third-parties parties in securing cannabis licenses, and provides advisory services in the areas of facility design and development, and cultivation and dispensing best practices. The revenues associated with these services are recognized as the services are performed. ● Product Sales – the Company is currently working towards generating revenues from direct sales of cannabis, hemp, and products derived from these plants. Such revenues are anticipated to come from (i) MariMed Hemp’s development of a hemp-derived CBD product line and wholesale hemp distribution business, and (ii) the dispensary and wholesale operations of ARL in Massachusetts and of the Company’s planned cannabis-licensee acquisitions in Pennsylvania, Illinois, Maryland, and Nevada. This revenue will be recognized at retail points-of-sale or when products are delivered. Research and Development Costs Research and development costs are charged to operations as incurred. Property and Equipment Property and equipment are stated at cost less accumulated depreciation, with depreciation recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term, if applicable. When assets are retired or disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Repairs and maintenance are charged to expense in the period incurred. The estimated useful lives of property and equipment are generally as follows: buildings and building improvements, seven to thirty-nine years; tenant improvements, the remaining duration of the related lease; furniture and fixtures, seven years; machinery and equipment, five to ten years. Land is not depreciated. The Company’s property and equipment are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses are based on management’s current plans, intended holding periods and available market information at the time the analyses are prepared. If these criteria change, the Company’s evaluation of impairment losses may be different and could have a material impact to the consolidated financial statements. For the three months ended March 31, 2019 and 2018, based on its impairment analyses, the Company did not have any impairment losses. Leases The consolidated financial statements reflect the Company’s adoption of ASC 842, Leases ASC 842 is intended to improve financial reporting of leasing transactions. The most prominent change from previous accounting guidance is the requirement to recognize right-of-use assets and lease liabilities for the rights and obligations created by operating leases in which the Company is the lessee that extend more than twelve months on the balance sheet. The Company elected the package of practical expedients permitted under ASC 842. Accordingly, the Company accounted for its existing operating leases that commenced before the effective date as operating leases under the new guidance without reassessing (i) whether the contracts contain a lease, (ii) the classification of the leases (iii) the accounting for indirect costs as defined in ASC 842. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Non-lease components within lease agreements are accounted for separately. Right-of-use assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term, utilizing the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Impairment of Long-Lived Assets The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets Fair Value of Financial Instruments The Company follows the provisions of ASC 820, Fair Value Measurement Financial Instruments, Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values due to the short maturity of these instruments. The fair value of option and warrant issuances are determined the Black-Scholes pricing model and employing several inputs such as the expected life of instrument, the exercise price, the expected risk-free interest rate, the expected dividend yield, the value of the Company’s common stock on issuance date, and the expected volatility of such common stock. No options or warrants were issued during the three months ended March 31, 2019. The following table summarizes the range of inputs used by the Company during the same period in 2018: Life of instrument 3.0 to 5.0 years Volatility factors 1.152 to 2.086 Risk-free interest rates 1.92% to 2.25% Dividend yield 0% The expected life of an instrument is calculated using the simplified method pursuant to Staff Accounting Bulletin Topic 14, Share-Based Payment The Company amortizes the fair value of option and warrant issuances on a straight-line basis over the requisite service period of each instrument. Extinguishment of Liabilities The Company accounts for extinguishment of liabilities in accordance with ASC 405-20, Extinguishments of Liabilities. Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method as set forth in ASC 718, Compensation—Stock Compensation, Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits for the three months ended March 31, 2019 and 2018. Related Party Transactions The Company follows ASC 850, Related Party Disclosures In accordance with ASC 850, the Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements. Comprehensive Income The Company reports comprehensive income and its components following guidance set forth by ASC 220, Comprehensive Income Earnings Per Share Earnings per common share is computed pursuant to ASC 260, Earnings Per Share As of March 31, 2019 and 2018, there were 18,429,211 and 10,005,697, respectively, of potentially dilutive securities in the form of options and warrants. Also as of such dates, there were $350,000 and $550,000, respectively, of convertible promissory notes, and $8 million and zero, respectively, of convertible debentures payable, that were potentially dilutive, whose conversion into common stock is based on a discount to the market value of common stock on or about the future conversion date. For the three months ended March 31, 2019, all potentially dilutive securities had an anti-dilutive effect on earnings per share, and in accordance with ASC 260, were excluded from the diluted net income per share calculation, resulting in identical calculations of basic and fully diluted net income per share. These securities may dilute earnings per share in the future. Commitments and Contingencies The Company follows ASC 450, Contingencies If the assessment of a contingency indicates that it is probable that a material loss will be incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. While not assured, management does not believe, based upon information available at this time, that a loss contingency will have material adverse effect on the Company’s financial position, results of operations or cash flows. Beneficial Conversion Features on Convertible Debt Convertible instruments that are not bifurcated as a derivative pursuant to ASC 815, Derivatives and Hedging A beneficial conversion feature is a nondetachable conversion feature that is “in-the-money” at the commitment date. The in-the-money portion, also known as the intrinsic value of the option, is recorded in equity, with an offsetting discount to the carrying amount of convertible debt to which it is attached. The discount is amortized to interest expense over the life of the debt with adjustments to amortization upon full or partial conversions of the debt. Risk and Uncertainties The Company is subject to risks common to companies operating within the legal and medical marijuana industries, including, but not limited to, federal laws, government regulations and jurisdictional laws. Noncontrolling Interests Noncontrolling interests represent third-party minority ownership of the Company’s consolidated subsidiaries. Net income attributable to noncontrolling interests is shown in the consolidated statements of operations; and the value of net assets owned by noncontrolling interests are presented as a component of equity within the balance sheets. Off Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. Recent Accounting Pronouncements In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 – ACQUISITIONS Sigal Consulting LLC In May 2014, the Company, through its subsidiary MariMed Advisors Inc., acquired Sigal Consulting LLC from its ownership group which included the current CEO and CFO of the Company (the “Sigal Ownership Group”). The purchase price received by the Sigal Ownership Group was comprised of (i) 31,954,236 shares of common stock valued at approximately $5,913.000, representing 50% of the Company’s outstanding shares on the closing date, (ii) options to purchase three million shares of the Company’s common stock, exercisable over five years with exercise prices ranging from $0.15 to $0.35, and valued at approximately $570,000, and (iii) a 49% ownership interest in MariMed Advisors Inc. The excess of purchase price over the book value of the acquired entity was recorded as goodwill, which was subsequently impaired in full and written down to zero. In June 2017, the remaining 49% interest of MariMed Advisors Inc. was merged into the Company in exchange for an aggregate 75 million shares of common stock to the Sigal Ownership Group. Betty’s Eddies™ In October 2017, the Company acquired the intellectual property, formulations, recipes, proprietary equipment, know-how, and other certain assets of the Betty’s Eddies™ brand of cannabis-infused fruit chews, from Icky Enterprises LLC, a company partially owned by an officer of the company (“Icky”). The purchase price was $140,000 plus 1,000,000 shares of the Company’s common stock valued at $370,000 based on the price of the common stock on the date of the agreement. These shares of common stock were issued in June 2018. The acquisition was accounted for in accordance with ASC 10, Business Combinations Inventory $ 46,544 Machinery and equipment 130,255 Goodwill 333,201 Total fair value of consideration $ 510,000 The goodwill balance of approximately $333,000 was written down in 2018. As part of the agreement between the parties, Icky shall receive royalties based on a percentage of the Company’s sales of the Betty’s Eddies™ product line, commencing at 25% and decreasing to 2.5% as certain sales thresholds are met. For the three months ended March 31, 2019 and 2018, such royalties approximated $20,000 and $5,000, respectively. iRollie LLC Effective April 2018, the Company entered into a purchase agreement whereby 264,317 shares of the Company’s common stock were exchanged for 100% of the ownership interests of iRollie LLC, a manufacturer of branded cannabis products and accessories for consumers, and custom product and packaging for companies in the cannabis industry. The Company acquired, among other assets, iRollie’s entire product line, service offerings, clients, and intellectual property, and hired its two co-founders. The acquisition was accounted for in accordance with ASC 10. The shares of Company common stock valued at $280,176 were issued to iRollie’s former owners in December 2018, at which time the Company adjusted the total goodwill generated on the transaction. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired: Cash and cash equivalents $ 13,494 Goodwill 266,682 Total fair value of consideration $ 280,176 Prior to the acquisition, iRollie had not been generating positive cash flow as a stand-alone entity, and in conformity with relevant accounting guidance, the goodwill was written down. ARL Healthcare Inc. In October 2018, the Company’s cannabis-licensed client in Massachusetts, ARL Healthcare Inc. (“ARL”), filed a plan of entity conversion with the state to convert from a non-profit entity to a for-profit corporation, with the Company as the sole shareholder of the for-profit corporation. ARL holds three cannabis licenses from the state of Massachusetts for the cultivation, production and dispensing of cannabis. On November 30, 2018, the conversion plan was approved by the secretary of state, and effective December 1, 2018, ARL was consolidated into the Company as a wholly-owned subsidiary. Additionally, the Company’s chief operating officer was appointed as ARL’s sole board member. The acquisition was accounted for in accordance with ASC 10, Business Combinations Equipment $ 21,000 Cannabis licenses 185,000 Accounts payable (120,689 ) Due to related parties (92,765 ) Total identifiable net assets (7,454 ) Goodwill 731,902 Total fair value of consideration $ 724,448 The total consideration paid by the Company was equal to the forgiveness of amounts owed to the Company by ARL. Accordingly, the transaction gave rise to goodwill of approximately $732,000, which the Company wrote down. The cannabis licenses acquired comprised the balance of Intangibles AgriMed Industries of PA LLC In July 2018, the Company entered into a purchase agreement to acquire 100% of the ownership interests of AgriMed Industries of PA LLC (“AgriMed”), an entity that holds a license from the state of Pennsylvania for the cultivation of cannabis. AgriMed presently develops cannabis products that are wholesaled to medical marijuana dispensaries within the state. The purchase price is comprised of $8,000,000, a portion of which may be in the form of the Company’s common stock at the seller’s option, and the assumption of certain liabilities of AgriMed not to exceed $700,000. In February 2019, the Company filed a complaint against AgriMed for specific performance of their obligations under the purchase agreement. The parties are currently working towards a resolution of this matter. KPG of Anna LLC and KPG of Harrisburg LLC In October 2018, the Company entered into a purchase agreement to acquire 100% of the ownership interests of KPG of Anna LLC and KPG of Harrisburg LLC, the Company’s two cannabis-licensed clients that operate medical marijuana dispensaries in the state of Illinois (both entities collectively, the “KPGs”), from the current ownership group of the KPGs (the “Sellers”). As part of this transaction, the Company will also acquire the Sellers’ ownership interests of Mari Holdings IL LLC, the Company’s subsidiary which owns the real estate in which the KPGs’ dispensaries are located (“Mari-IL”). The purchase price of 1,000,000 shares of the Company’s common stock shall be issued to the Sellers upon the closing of the transaction, which is dependent upon, among other closing conditions, the approval by the Illinois Department of Financial and Professional Regulation. Such approval is expected to be received by mid-2019. After the transaction is effectuated, the KPGs and Mari-IL will be wholly-owned subsidiaries of the Company. As of March 31, 2019, the Company had not yet received the legislative approval – required for all ownership changes of cannabis licensees – and therefore the operations of the KPGs were not consolidated in the Company’s financial statements as of such date. The Company anticipates approval will be obtained, and the transaction consummated, in 2019. When that occurs, the Company expects to consolidate the acquired entities in accordance with ASC 10. The Harvest Foundation LLC In November 2018, the Company issued a letter of intent to acquire 100% of the ownership interests of The Harvest Foundation LLC, the Company’s cannabis-licensed client in the state of Nevada. The parties are in the process of negotiating a definitive agreement governing the acquisition following the satisfactory completion of due diligence. The acquisition is conditioned upon the appropriate legislative approval of the transaction, which is expected to occur in May 2019. Accordingly, the operations of The Harvest Foundation LLC have not been consolidated for the three months ended March 31, 2019. Kind Therapeutics LLC In December 2018, the Company entered into a memorandum of understanding to merge with its cannabis-licensed client in Maryland, Kind Therapeutics LLC. A merger agreement is currently being drafted for this transaction, which is intended to qualify as a tax-deferred reorganization under the Internal Revenue Code. The parties expect the merger agreement to be finalized, and the transaction approved by the state legislature in 2019. Meditaurus LLC In February 2019, the Company entered into a binding letter of intent to acquire a 70% interest in Meditaurus LLC, a company established by Dr. Jokubas Ziburkas, a PhD in neuroscience who is a leading authority on CBD and its interactions with the brain and endocannabinoid system. Meditaurus currently operates in the United States and Europe and has developed proprietary CBD formulations sold under its Florance The purchase price of $2.8 million is comprised of cash up to $720,000 and the remainder in the Company’s common stock. The Company shall receive a license to distribute Meditaurus products in exchange for a license fee to be finalized prior to the closing of the transaction. In addition, the Company shall hire Dr. Ziburkas and other members of the Meditaurus executive team. The transaction is conditioned upon the successful due diligence by the parties as well as ownership and regulatory approvals, as required. The Company anticipates definitive agreements to be executed and the deal closed within 120 days. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of Investments [Abstract] | |
Investments | NOTE 4 – INVESTMENTS At March 31, 2019 and December 31, 2018, the Company’s investments were comprised of the following: March 31, 2019 December 31, 2018 GenCanna Global Inc. $ 32,234,402 $ - CVP Worldwide LLC 1,125,482 1,172,163 Iconic Ventures Inc. 500,000 500,000 Chooze Corp. 257,687 - Total investments $ 34,117,571 $ 1,672,163 GenCanna Global Inc. During 2018, in a series of transactions, the Company purchased $30 million of subordinated secured convertible debentures (the “GC Debentures”) of GenCanna Global, Inc., a producer and distributor of agricultural hemp, CBD formulations, hemp genetics, and hemp products (“GenCanna”). In February 2019, the Company converted the GC Debentures, plus unpaid accrued interest of approximately $229,000 through the conversion date, into common stock of GenCanna equal to a 33.5% ownership interest on a fully diluted basis. The investment has been accounted under the equity method. Accordingly, the Company recorded equity in earnings of approximately $2,005,000 based its percentage equity of GenCanna’s net income from the date of conversion through March 31, 2019. Such amount increased the carrying value of the investment to approximately $32,234,000 at March 31, 2019. CVP Worldwide LLC In August 2018, the Company invested $300,000, of a total contracted cash investment of $500,000, and issued 378,259 shares of common stock, valued at approximately $915,000, in exchange for 23% ownership in CVP Worldwide LLC (“CVP”). CVP has developed a customer relationship management and marketing platform, branded under the name Sprout, which is specifically designed for companies in the cannabis industry. The Company shall assist in the ongoing development and design of Sprout, and in marketing Sprout to companies within the cannabis industry. The Company shall earn a percentage share of Sprout’s revenues generated from sales (i) to the Company’s clients, and (ii) by the Company to third parties. As of December 31, 2018, no revenue share was earned by the Company. The investment has been accounted under the equity method. In 2018, the Company recorded a charge to net income of approximately $43,000 based on its equity in CVP’s net loss during the period of the Company’s ownership. Such amount reduced the carrying value of the investment to approximately $1,172,000 at December 31, 2018. For the three months ended March 31, 2019, the Company recorded a charge of approximately $48,000 representing the Company’s equity in CVP’s net loss during this period, further reducing the carrying value of the investment to approximately $1,125,000 at March 31, 2019. Iconic Ventures Inc. In December 2018, the Company purchased 2,500,000 shares of common stock of Iconic Ventures Inc. (“Iconic”) for an aggregate price of $500,000. Iconic, a private company, has developed DabTabs™, a unique solution for cannabinoid vaporization via a convenient portable tablet that provides precisely measured dosing and acts as a storage system for full spectrum extracts, concentrates and distillates. The Company’s investment equates to an ownership percentage in Iconic of 8.75%. The Company was not given a board seat and does not have ability to exert operational or financial control over the entity. In accordance with ASC 321, Investments – Equity Securities The Company will continue to apply the alternative measurement guidance until this investment does not qualify to be so measured. The Company may subsequently elect to measure this investment at fair value, and if so, shall measure all identical or similar investments in Iconic at fair value. Any subsequent changes in fair value shall be recognized in net income. Chooze Corp. In January 2019, the entire principal and accrued interest balance of a note receivable from Chooze Corp. of approximately $258,000 was converted into a 2.7% ownership interest in Chooze. In accordance with ASC 321, the Company elected the measurement alternative to value this equity investment without a readily determinable fair value. Following the Company’s purchase, there has been no impairment to this investment, nor any observable price changes to investments in the entity. Accordingly, this investment was carried at approximately $258,000 at March 31, 2019. Vitiprints In August 2018, the Company entered into a licensing agreement for the exclusive worldwide license to use, develop, sublicense, promote, sell or otherwise commercialize in any way a patented technology to produce and distribute cannabis products with exceedingly precise dosing at increased production economies (“the Vitiprints License”). The licensing agreement has an initial term of five years, with an option to renew the agreement for successive five-year periods, provided that notice of renewal is delivered prior to the expiration of the initial term or a renewal term. Pursuant to the agreement, the Company made a non-refundable payment of $250,000 which was charged to Cost of Revenues |
Deferred Rents Receivable
Deferred Rents Receivable | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Rents Receivable | NOTE 5 – DEFERRED RENTS RECEIVABLE The Company is the lessor under six operating leases which contain rent holidays, escalating rents over time, options to renew, requirements to pay property taxes, insurance and/or maintenance costs, and contingent rental payments based on a percentage of monthly tenant revenues. The Company is not the lessor to any finance leases. The Company recognizes fixed rental receipts from such lease agreements on a straight-line basis over the expected lease term. Differences between amounts received and amounts recognized are recorded under Deferred Rents Receivable The Company leases the following owned properties: ● Delaware – a 45,000 square foot facility purchased in September 2016 and built into a cannabis cultivation, processing, and dispensary facility which is leased to a cannabis-licensed client occupying 100% of the space under a 20-year triple net lease expiring in 2035. ● Illinois – two 3,400 square foot free-standing retail dispensaries in the cities of Anna and Harrisburg and leased to two licensed cannabis dispensary clients each under a 20-year lease expiring in 2036. ● Maryland – a 180,000 square foot former manufacturing facility purchased January 2017 and rehabilitated by the Company into a cultivation and processing facility which is leased to a licensed cannabis client under a 20-year triple net lease that started in January 2018. ● Massachusetts – a 138,000 square foot industrial property of which approximately half of the available square footage is leased to a non-cannabis manufacturing company under a five-year lease. The Company subleases the following property: ● Delaware – 4,000 square feet of retail space in a multi-use building space which the Company developed into a cannabis dispensary which is subleased to its cannabis-licensed client under a under a five-year triple net lease with a five-year option to extend. As of March 31, 2019 and December 31, 2018, cumulative fixed rental receipts under such leases approximated $6.4 million and $5.4 million, respectively, compared to revenue recognized on a straight-line basis of approximately $8.5 million and $7.5 million. Accordingly, the deferred rents receivable balances at March 31, 2019 and December 31, 2018 approximated $2.1 million and at the end of both periods. Future minimum rental receipts for non-cancelable leases and subleases as of March 31, 2019 were: 2019 $ 3,101,253 2020 4,222,040 2021 4,368,640 2022 4,293,999 2023 3,997,651 Thereafter 48,942,935 Total $ 68,926,518 |
Due from Third Parties
Due from Third Parties | 3 Months Ended |
Mar. 31, 2019 | |
Due From Third Parties | |
Due from Third Parties | NOTE 6 – DUE FROM THIRD PARTIES At March 31, 2019 and December 31, 2018, the following amounts were advanced by the Company to its cannabis-licensed clients primarily for working capital purposes: March 31, 2019 December 31, 2018 Kind Therapeutics USA Inc. (Maryland licensee) $ 1,437,902 $ 2,679,496 KPG of Anna LLC (Illinois licensee) 67,163 482,700 KPG of Harrisburg LLC (Illinois licensee) 57,032 449,385 Harvest Foundation LLC (Nevada licensee) 734,066 248,796 Total due from third parties $ 2,296,163 $ 3,860,377 When a client is able to organically fund its ongoing operations, such client will issue a promissory note to the Company for the cumulative advances made up to that point, which will then be paid down monthly over a period of time. The Company has successfully employed this strategy in the past, and accordingly, in January 2019, KPG of Anna LLC and KPG of Harrisburg LLC issued promissory notes to the Company as described in Note 7 Notes Receivable |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 7 – NOTES RECEIVABLE At March 31, 2019 and December 31, 2018, notes receivable were comprised of the following: March 31, 2019 December 31, 2018 First State Compassion Center $ 566,452 $ 578,723 Healer LLC 512,103 307,429 KPG of Anna LLC 449,134 - KPG of Harrisburg LLC 398,803 - Chooze Corp. - 257,687 Total notes receivable 2,236,592 1,143,839 Notes receivable, current portion 64,392 51,462 Notes receivable, less current portion $ 2,172,200 $ 1,092,377 The Company loaned approximately $700,000 to First State Compassion Center, its Delaware cannabis-licensee client, during the period of October 2015 to April 2016. In May 2016, this client issued a 10-year promissory note, as amended, to the Company bearing interest at a compounded rate of 12.5% per annum. The monthly payments of approximately $10,100 will continue through April 2026, at which time the note will be fully paid down. At March 31, 2019 and December 31, 2018, the current portion of this note was approximately $53,000 and $51,000, respectively, and included in Note Receivable, Current Portion During the period August to October 2018, the Company loaned $300,000 to Healer LLC, an entity that provides cannabis education, dosage programs, and products developed by Dr. Dustin Sulak, an integrative medicine physician and nationally renowned cannabis practitioner. In January and February 2019, the company loaned Healer an additional $200,000. The loans bear interest at 6% per annum, with principal and interest payable on the maturity date which is three years from issuance. In January 2019, KPG of Anna LLC and KPG of Harrisburg LLC each issued a promissory note to the Company in the amount of approximately $451,000 and $405,000, respectively, representing the advances made by the Company to these entities through December 31, 2018. The notes bear interest at 12% per annum, with monthly principal and interest payments due through December 2038. At March 31, 2019, the current portion of these notes approximated $11,000 in the aggregate. During the period May to October 2018, the Company loaned $250,000 to Chooze Corp. bearing interest at 8% per annum and maturing in 2021. In January 2019, the entire principal and accrued interest balance of approximately $258,000 was converted into a 2.7% ownership interest in Chooze. |
Seed Inventory
Seed Inventory | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Seed inventory | NOTE 8 – SEED INVENTORY During the three months ended March 31, 2019, MariMed Hemp Inc. (“Mari-Hemp”), the Company’s wholly-owned subsidiary operating in the emerging global hemp market, purchased $3.25 million of hemp seeds meeting the U.S. government’s definition of federally legal industrial hemp, which was descheduled as a controlled substance and classified as an agricultural commodity upon the signing of the 2018 Farm Bill. Mari-Hemp intends to use the seeds to conduct a wholesale hemp distribution business and to develop a hemp-derived CBD product line. |
Debentures Receivable
Debentures Receivable | 3 Months Ended |
Mar. 31, 2019 | |
Debentures Receivable | |
Debentures Receivable | NOTE 9 – DEBENTURES RECEIVABLE As detailed in Note 4 Investments Among other provisions of the subscription agreement governing the GC Debentures, the Company agreed to fund a $10 million employee bonus pool should GenCanna meet certain 2019 operating targets, and the Company’s CEO was appointed as a director to GenCanna’s board. Additionally, pursuant to a rights agreement, the Company was granted certain rights including the rights of inspection, financial information, and participation in future security offerings of GenCanna. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 10 – PROPERTY AND EQUIPMENT At March 31, 2019 and December 31, 2018, property and equipment consisted of the following: March 31, 2019 December 31, 2018 Land $ 3,392,710 $ 3,392,710 Buildings and building improvements 13,651,246 13,566,144 Tenant improvements 5,392,287 5,348,882 Furniture and fixtures 143,237 114,160 Machinery and equipment 1,872,681 1,632,351 Construction in progress 13,345,944 12,205,447 37,798,105 36,259,694 Less: accumulated depreciation (2,375,970 ) (2,159,830 ) Property and equipment, net $ 35,422,135 $ 34,099,864 During the three months ended March 31, 2019 and 2018, additions to property and equipment were approximately $1.5 million and $1.3 million, respectively. The 2018 additions were primarily comprised of (i) the buildout of properties in Hagerstown, MD, New Bedford, MA, and Middleborough, MA, and (ii) improvements to the Lewes, DE facility. The 2019 additions consisted primarily of the continued buildout of properties in Hagerstown, MD, New Bedford, MA, and Middleborough, MA. The December 31, 2018 construction in progress balance of approximately $12.2 million was primarily comprised of (i) New Bedford, MA building, improvements and machinery of approximately $9.8 million and (ii) Middleborough, MA building, improvements and fixtures of approximately 2.4 million. The additions to construction in progress during the three months ended March 31, 2019 of approximately $1.1 million consisted of continuing buildout and machinery for the New Bedford, MA and Middleborough, MA properties. Depreciation expense for the three months ended March 31, 2019 and 2018 was approximately $218,000 and $81,000, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 11 – DEBT Mortgages In November 2017, the Company entered into a 10-year mortgage agreement with Bank of New England for the purchase of a 138,000 square foot industrial property in New Bedford, Massachusetts, within which the Company has built a 70,000 square foot cannabis cultivation and processing facility that is leased to ARL. From the start of the mortgage through May 2019, the Company is required to make monthly payments of interest-only at a rate equal to the monthly prime rate plus 2%, with a floor of 6.25%. From May 2019 to May 2024, the Company shall make principal and interest payments at a rate equal to the prime rate on May 2, 2019 plus 2%, with a floor of 6.25%. Principal and interest payments shall continue from May 2024 through the end of the lease at a rate equal to the prime rate on May 2, 2024 plus 2%, with a floor of 6.25%. The principal balance on this mortgage was $4,895,000 on both March 31, 2019 and December 31, 2018, of which approximately $91,000 and $63,000, respectively, was current. The Company maintains another mortgage with Bank of New England for the 2016 purchase of a 45,070 square foot building in Wilmington, Delaware which was developed into a cannabis seed-to-sale facility and is currently leased to the Company’s cannabis-licensed client in the state. The mortgage matures in 2031 with monthly principal and interest payments at a rate of 5.25% through September 2021, and thereafter the rate adjusting every five years to the then prime rate plus 1.5% with a floor of 5.25%. At March 31, 2019 and December 31, 2018, the principal balance on this mortgage was approximately $1,767,000 and $1,792,000, respectively, of which approximately $103,000 and $102,000, respectively, was current. In 2016, the Company entered into a mortgage agreement with DuQuoin State Bank (“DSB”) for the purchase of two properties that it developed into two 3,400 square foot free-standing retail dispensaries that are currently leased to the KPGs. On May 5 th Promissory Notes In March 2019, the Company raised $6 million from the issuance of a secured promissory note maturing in December 2019 and bearing interest at the rate of 13% per annum, with interest payable monthly. The Company may elect to prepay the note in whole or part without penalty upon three business days’ notice and with payment of all interest through the maturity date. The Company may extend the maturity date by up to three months upon thirty days’ notice prior to the maturity date with an extension fee payment to the note holder of $300,000. At March 31, 2019, the carrying value of this note was $6 million. In September 2018, the Company raised $3 million from the issuance of a secured promissory note bearing interest at the rate of 10% per annum, with interest payable monthly. The note is due and payable in September 2019, however the Company may elect to prepay the note in whole or part at any time after December 17, 2018 without premium or penalty. The Company issued three-year warrants, which were attached to this promissory note, to the lender’s designees to purchase 750,000 shares of the Company’s common stock at an exercise price of $1.80 per share. The Company recorded a discount on the note of approximately $1,511,000 from the allocation of note proceeds to the warrants based on the fair value of such warrants on the issuance date. Approximately $882,000 of the warrant discount was amortized to interest expense during 2018, and the remaining $629,000 was amortized during the three months ended March 31, 2019. The carrying value of this note was $3 million at March 31, 2019 and approximately $2.37 million, net of remaining warrant discount of $629,000, at December 31, 2018. During 2018, holders of previously issued promissory notes with principal balances of $1,075,000 converted such promissory notes into 1,568,375 shares of common stock at conversion prices ranging from $0.65 to $0.90 per share. The conversions resulted in the recording of non-cash losses of approximately $829,000 in the aggregate, based on the market value of the common stock on the conversion dates. No such conversions occurred during the three months ended March 31, 2019 During 2018, the Company issued 2,596,313 shares of common stock and subscriptions on 79,136 shares of common stock to retire promissory notes with principal balances of $7,495,000 and approximately $95,000 of accrued interest. The Company recorded non-cash losses of approximately $2.5 million based on the fair value of the common stock on the retirement dates. No such retirements were made during the three months ended March 31, 2019. During 2018 the Company repaid $700,000 of promissory notes. No repayments of debt occurred during the three months ended March 31, 2019. The aggregate scheduled maturities of the Company’s total debt outstanding, inclusive of the promissory notes and mortgages described within this Note 11 Debt Note 12 Debentures Payable 2019 $ 11,643,995 2020 8,570,954 2021 5,235,827 2022 251,543 2023 268,338 Thereafter 5,544,225 Total 31,514,882 Less discounts (9,833,000 ) $ 21,681,882 |
Debentures Payable
Debentures Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debentures Payable | NOTE 12 – DEBENTURES PAYABLE In October and November 2018, pursuant to a securities purchase agreement (the “SPA”), the Company sold an aggregate of $10,000,000 of convertible debentures bearing interest at the rate of 6% per annum that mature two years from issuance, with a 1% issue discount, resulting in net proceeds to the Company of $9,900,000 (the “$10M Debentures”). The holder of the $10M Debentures (the “Holder”) has the right at any time to convert all or a portion of the $10M Debenture, along with accrued and unpaid interest, into the Company’s common stock at conversion prices equal to 80% of a calculated average, as determined in the $10M Debentures, of the daily volume-weighted price during the ten consecutive trading days preceding the date of conversion. Notwithstanding this conversion right, the Holder shall limit conversions in any given month to certain agreed-upon values based on the conversion price, and the Holder shall also be limited from beneficially owning more than 4.99% of the Company’s outstanding common stock (potentially further limiting the Holder’s conversion right). The Company shall have the right to redeem all or a portion of the $10M Debentures, along with accrued and unpaid interest, at a 10% premium, provided however that the Company first provide advance written notice to the Holder of its intention to make a redemption, with the Holder allowed to affect one or more conversions of the $10M Debentures during such notice period. Upon a change in control transaction, as defined in the $10M Debentures, the Holder may require the Company to redeem all or a portion of the $10M Debentures at a price equal to 110% of the principal amount of the $10M Debentures plus all accrued and unpaid interest thereon. So long as the $10M Debentures are outstanding, in the event the Company enters into a Variable Rate Transaction (“VRT”), as defined in the SPA, the Holder may cause the Company to revise the terms of the $10M Debentures to match the terms of the convertible security of such VRT. As part of issuance of the $10M Debenture, the Company issued three-year warrants to the Holder to purchase 324,675 shares of common stock at exercise prices of $3.50 and $5.50 per share (the “Warrants”). Pursuant to the terms of a registration rights agreement with the Holder, entered into concurrently with the SPA and the $10M Debentures, the Company agreed to provide the Holder with customary registration rights with respect to any potential shares issued pursuant to the terms of the SPA, the $10M Debentures, and the Warrants. Subsequent to the consummation of the SPA and related agreements, the Company and the Holder executed an addendum to the SPA whereby the Holder agreed to that it would not undertake a conversion of all or a portion of the $10M Debentures that would require the Company to issue more shares than the amount of available authorized shares at the time of conversion, which amount of authorized shares shall not be less than the current authorized number of 500 million shares of common stock. Such addendum eliminated the requirement to bifurcate and account for the conversion feature of the $10M Debentures as a derivative. Based on the conversion prices of the $10M Debentures in relation to the market value of the Company’s common stock, the $10M Debentures provided the Holder with a beneficial conversion feature, as the embedded conversion option was in-the-money on the commitment date. The intrinsic value of the beneficial conversion feature of approximately $5.6 million was recorded as a discount to the carrying amount of the $10M Debentures, with an offset to additional paid-in-capital. In addition to the discount related to the beneficial conversion feature, an additional discount of approximately $1.057 million was recorded based on the allocation of proceeds to the fair value of the Warrants attached to the debt. In November and December 2018, the Holder converted $1,400,000 of principal and approximately $36,000 of accrued interest into 524,360 shares of common stock at conversion prices of $2.23 and $3.04 per share. In January 2019, the Holder converted $600,000 of principal and approximately $97,000 of accrued interest into 233,194 shares of common stock at conversion prices ranging from $2.90 and $3.06 per share During the three months ended March 31, 2019, amortization of the beneficial conversion feature, after adjustment for the conversions, approximated $757,000; amortization of the Warrants discount approximated $131,000; and the amortization of original issue discount approximated $12,000. This amortization was charged to interest expense. Additionally, accrued interest expense on the notes for such period approximated $123,000 of which approximately $88,000 was paid prior to the end of the period. At March 31, 2019, the outstanding principal balance on the $10M Debentures was $8 million. Also on such date, the unamortized balances of the beneficial conversion feature, Warrants discount, and original issue discount were approximately $3,290,000, $836,000, and $79,000, respectively. Accordingly, at December 31, 2018, the carrying value of the $10M Debentures was approximately $3,795,000. At December 31, 2018, the outstanding principal balance on the $10M Debentures was $8.6 million. Also on such date, the unamortized balances of the beneficial conversion feature, Warrants discount, and original issue discount were approximately $4.1 million, $966,000, and $91,000, respectively, and accrued and unpaid interest was approximately $62,000. Accordingly, at December 31, 2018, the carrying value of the $10M Debentures was approximately $3.6 million. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | NOTE 13 – EQUITY Preferred Stock In January 2018, all 500,000 shares of subscribed Series A convertible preferred stock were converted into 970,988 shares of common stock at a conversion price of $0.55 per share. The Company recorded a non-cash loss on conversion of approximately $34,000 based on the market value of the common stock on the conversion date. The Series A convertible preferred stock accrues an annual dividend of 6% until conversion. The preferred stock is convertible, along with any accrued dividends, into common stock at a twenty-five percent discount to the selling price of the common stock in a qualified offering, as defined in the subscription agreement. In addition, the Company has the ability to force the conversion of preferred stock at such time the Company has a market capitalization in excess of $50 million for ten consecutive trading days. In such event, the conversion price shall be a 25% discount to the average closing price of the Company’s common stock over the ten trading days prior to the Company’s notice of its intent to convert. Common Stock During the three months ended March 31, 2019, the Company sold 799,995 shares of common stock at a price of $3.25 per share, resulting in total proceeds of $2.6 million. During the same period in 2017, the Company sold 1,200,000 shares of common stock, at a price of $0.50 per share, resulting in total proceeds of $600,000. During the three months ended March 31, 2019, the Company issued 97,136 common shares associated with previously issued subscriptions on common stock with a value of approximately $169,000. No such issuances occurred during the same period in 2018. During the three months ended March 31, 2018, the Company issued 295,000 shares, in exchange for services rendered by third-parties or to otherwise settle outstanding obligations. Based on the market value of the common stock on the dates of issuance, the Company recorded non-cash losses on these settlements of approximately $204,000. No such issuances were made in 2019. As previously disclosed in Note 12 Debentures Payable As further disclosed in Note 14 – Stock Options As further disclosed in Note 15 – Warrants Common Stock Subscribed But Not Issued At December 31, 2018, there were outstanding subscriptions on 79,136 shares of common stock related to the settlement of a previously issued promissory note with a principal balance of $50,000 and accrued interest of $1,454. These subscriptions had a value of approximately $95,000 based on the market value of the common stock on the settlement date. Also outstanding on such date were subscriptions on 18,000 shares of common stock, equivalent to an aggregate amount of approximately$74,000, for the payment of rent for the months of September 2018 through January 2019 for a leased property in Massachusetts. The shares of common stock associated with all outstanding subscriptions at December 31, 2018 were issued in March 2019. During the three months ended March 31, 2018, the Company issued subscriptions on 1,319,432 shares of common stock, at prices of $0.65 and $0.95 per share, resulting in total proceeds of $875,000. No subscriptions on common stock were issued during the same period in 2019. In February 2018, two promissory notes totaling $975,000 were converted into subscriptions on 1,346,153 shares of common stock. Based on the market value of the common stock on the conversion dates, the Company recorded a non-cash loss on these conversions of approximately $652,000. No such conversions occurred in 2019. During the three months ended March 31, 2018, the Company issued subscriptions on 738,462 shares of common stock to settle an outstanding obligation. The Company recorded a non-cash loss of approximately $459,000 based on the market value of the common stock on the settlement date. No such settlements were made in 2018. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stock Options | NOTE 14 – STOCK OPTIONS During the three months ended March 31, 2018, the Company granted options to purchase 1.45 million shares of common stock to the Company’s board members at exercise prices ranging from $0.14 to $0.77, vesting over a six-month period, and expiring between December 2020 and December 2022. The fair value of these options on grant date of approximately $458,000 was amortized over the vesting periods, with approximately $366,000 incurred during the three months ended March 31, 2018. No stock options were granted in 2019. During the three months ended March 31, 2019 and 31, options to purchase 400,000 and 300,000 shares of common stock, respectively, were exercised at exercise prices ranging from $0.08 to $0.77 per share in 2019, and $0.13 per share in 2018. Of the options exercised in 2019, 350,000 were cashless exercises, with the exercise price paid via the surrender of 139,985 shares of common stock. During the three months ended March 31, 2018, options to purchase 300,000 were forfeited. There were no forfeitures in 2019 Stock options outstanding and exercisable as of March 31, 2019 were: Exercise Price Shares Under Option Remaining per Share Outstanding Exercisable Life in Years $ 0.080 100,000 100,000 0.72 $ 0.130 200,000 200,000 1.25 $ 0.140 100,000 100,000 1.75 $ 0.140 550,000 550,000 1.76 $ 0.150 1,000,000 1,000,000 0.50 $ 0.250 1,000,000 1,000,000 0.50 $ 0.330 50,000 50,000 1.94 $ 0.350 1,000,000 1,000,000 0.50 $ 0.450 190,000 190,000 2.51 $ 0.550 100,000 100,000 1.50 $ 0.550 20,000 20,000 1.77 $ 0.630 300,000 300,000 2.76 $ 0.770 200,000 200,000 3.76 $ 0.900 050,000 50,000 4.12 $ 0.950 50,000 10,000 3.76 $ 2.320 300,000 60,000 4.45 $ 2.450 2,000,000 2,000,000 3.73 $ 2.500 100,000 25,000 4.41 $ 2.650 200,000 50,000 4.49 $ 2.850 75,000 - 3.70 $ 2.850 100,000 - 4.70 $ 3.000 25,000 - 4.72 $ 3.725 200,000 - 4.70 7,9100,000 7,005,000 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Warrants | |
Warrants | NOTE 15 – WARRANTS During the three months ended March 31, 2018, the Company issued five-year warrants to purchase 200,000 shares of common stock at an exercise price of $1.15 per share. The entire fair value of these warrants on the issuance date of approximately $206,000 was amortized during the period. No warrants were issued during the three months ended March 31, 2019. During the three months ended March 31, 2019 and 2018, warrants to purchase 22,000 and 89,614 shares of common stock, respectively, were exercised at exercise prices ranging from $0.50 to $0.90 per share in 2019 and $0.20 to $0.40 per share in 2018. At March 31, 2019 and 2018, warrants to purchase 10,584,211 and 4,355,697 shares of common stock, respectively, were outstanding at exercise prices ranging from $0.12 to $5.50 per share in 2019 and $0.10 to $1.15 per share in 2018. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | NOTE 16 – REVENUES For the three months ended March 31, 2019 and 2018, the Company’s revenues were comprised of the following major categories: Three months ended March 31, 2019 2018 Real estate $ 1,666,563 $ 1,023,220 Management 425,648 352,742 Supply procurement 1,146,033 626,924 Licensing 258,553 80,064 Other 19,018 - Total revenues $ 3,515,815 $ 2,082,950 Revenue from two clients represented 82% and 78% of total revenues for three months ended March 31, 2019 and 2018, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 17 – RELATED PARTY TRANSACTIONS As disclosed in Note 3 Acquisitions In October 2017, the Company acquired certain assets of the Betty’s Eddies™ brand of cannabis-infused products, as disclosed in Note 3 Acquisitions In January 2018, the Company granted options to purchase 1.45 million shares of common stock to the Company’s board members at exercise prices ranging from $0.14 to $0.77 and expiring between December 2020 and December 2022. The fair value of these options on grant date of approximately $458,000 was amortized over the six-month vesting period. The Company’s current corporate offices are leased from a company owned by a related party under a 10-year lease that commenced August 2018 and contains a five-year extension option. Previous to this lease, the Company’s former corporate offices were also leased from a company owned by a related party. For the three months ended March 31, 2019 and 2018, expenses incurred under these leases approximated $34,000 and $6,000, respectively. The outstanding Due To Related Parties The outstanding Due From Related Parties |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 18 – COMMITMENTS AND CONTINGENCIES Lease Commitments The Company is the lessee under five operating leases and one finance lease. These leases contain rent holidays and customary escalations of lease payments for the type of facilities being leased. The Company recognizes rent expense on a straight-line basis over the expected lease term, including cancelable option periods which the Company fully expects to exercise. Certain leases require the payment of property taxes, insurance and/or maintenance costs in addition to the rent payments. The details of the Company’s operating lease agreements are as follows: ● Delaware – 4,000 square feet of retail space in a multi-use building under a five-year lease that commenced in October 2016 and contains a five-year option to extend the term. The Company developed the space into a cannabis dispensary which is subleased to its cannabis-licensed client. ● Delaware – a 100,000 square foot warehouse leased in March 2019 that the Company intends to construct into a cultivation and processing facility to be subleased to the same Delaware client. The lease term is 10 years, with an option to extend the term for three additional five-year periods. ● Nevada – 10,000 square feet of an industrial building that the Company has built-out into a cannabis cultivation facility and plans to rent to its cannabis-licensed client under a sub-lease which will be coterminous with this lease expiring in 2024. ● Massachusetts – 10,000 square feet of office space which the Company utilizes as its corporate offices under a 10-year lease with a related party expiring in 2028 which contain a 5-year extension option. ● Maryland – a 2,700 square foot 2-unit apartment under a lease that expires in July 2020 with an option to renew for a two-year term. The Company leases machinery under a finance lease that expires in February 2022 with such term being a major part of the economic useful life of the machinery. The components of lease expense for the three months ended March 31, 2019 were as follows: Operating lease cost $ 93,015 Finance lease cost: Amortization of right-of-use assets $ 2,053 Interest on lease liabilities 420 Total finance lease cost $ 2,473 The weighted average remaining lease term for operating leases is 9.9 years, and for the finance lease is 3.3 years. The weighted average discount rate used to determine the right-of-use assets and lease liabilities was 7.5% for all leases. Future minimum lease payments as of March 31, 2019 under all non-cancelable operating leases having an initial or remaining term of more than one year were: Operating Leases Finance Lease 2019 $ 320,069 $ 9,496 2020 917,444 12,661 2021 1,008,227 12,661 2022 949,935 1,371 2023 910,166 - Thereafter 5,139,851 - Total lease payments 9,245,292 $ 36,189 Less: imputed interest (2,963,703 ) (3,708 ) $ 6,281,589 $ 32,481 Terminated Employment Agreement An employment agreement with the former CEO of the Company that provided this individual with salary, car allowances, stock options, life insurance, and other employee benefits, was terminated in 2017. The Company maintained an accrual of approximately $1,043,000 at March 31, 2019 and December 31, 2018 for any amounts that may be owed under this agreement, although the Company contends that such agreement is not valid. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19 – SUBSEQUENT EVENTS Debentures Payable Conversion In April 2019, the Holder of the $10M Debentures converted $500,000 of principal and approximately $70,000 of accrued interest into 211,015 shares of common stock at conversion prices of $2.67 and $2.74 per share. Debt Issuance In May 2019, the Company sold an additional $5,000,000 of convertible debentures bearing interest at the rate of 6% per annum that mature two years from issuance, with a 1% issue discount, resulting in net proceeds to the Company of $4,950,000 (the “$5M Debentures”). The $5M Debentures were sold to the Holder of the $10M Debentures. The terms of the $5M Debentures are consistent with the terms of the $10M Debentures as described in Note 12 – Debentures Payable Seed Inventory Purchases In April 2019, Mari-Hemp purchased an additional $3.5 million of industrial hemp seeds for wholesale hemp distribution and hemp-derived CBD product development. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with GAAP, these interim statements do not contain all of the disclosures normally required in annual statements. In addition, the results of operations of interim periods are not necessarily indicative of the results of operations to be expected for the full year. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited annual financial statements and accompanying notes for the year ended December 31, 2018. Certain reclassifications have been made to prior periods’ data to conform to the current period presentation. These reclassifications had no effect on reported income (losses) or cash flows. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of MariMed Inc. and the following majority-owned subsidiaries: Subsidiary: Percentage Owned MariMed Advisors Inc. 100.0 % Mia Development LLC 89.5 % Mari Holdings IL LLC 60.0 % Mari Holdings MD LLC 97.4 % Mari Holdings NV LLC 100.0 % Hartwell Realty Holdings LLC 100.0 % iRollie LLC 100.0 % ARL Healthcare Inc. 100.0 % MariMed Hemp Inc. 100.0 % Intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts within the financial statements and disclosures thereof. Actual results could differ from these estimates or assumptions. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents. The fair values of these investments approximate their carrying values. The Company’s cash and cash equivalents are maintained with recognized financial institutions located in the United States. In the normal course of business, the Company may carry balances with certain financial institutions that exceed federally insured limits. The Company has not experienced losses on balances in excess of such limits and management believes the Company is not exposed to significant risks in that regard. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of trade receivables and are carried at their estimated collectible amounts. The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors. Based on such evaluations, the Company recorded a reserve of $150,000 at March 31, 2019 and December 31, 2018. |
Inventory | Inventory Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary. As of the date of this report, no reserve was deemed necessary. |
Investments | Investments The Company classifies its investments as available-for-sale-investments. Investments are comprised of equity holding of private companies. These investments are recorded at fair value on the Company’s consolidated balance sheet, with changes to fair value, if any, included in comprehensive income. Investments are evaluated for other-than-temporary impairment and are written down if such impairments are deemed to have occurred. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 606, Revenue from Contract with Customers, ● Identify the contract(s) with a customer; ● Identify the performance obligations in the contract(s); ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract(s); and ● Recognize revenue as the performance obligation is satisfied. Additionally, when another party is involved in providing goods or services to the Company’s clients, a determination is made as to who—the Company or the other party—is acting in the capacity as the principal in the sale transaction, and who is merely the agent arranging for goods or services to be provided by the other party. The Company is typically considered the principal if it controls the specified good or service before such good or service is transferred to its client. The Company may also be deemed to be the principal even if it engages another party (an agent) to satisfy some of the performance obligations on its behalf, provided the Company (i) takes on certain responsibilities, obligations and risks, (ii) possesses certain abilities and discretion, or (iii) other relevant indicators of the sale. If deemed an agent, the Company would not recognize revenue for the performance obligations it does not satisfy. The adoption of this standard did not have a significant impact on the Company’s consolidated operating results, and accordingly no restatement has been made to prior period reported amounts. The Company’s main sources of revenue are comprised of the following: ● Real Estate – the Company generates rental income and additional rental fees from leasing its regulatory-compliant legal cannabis facilities to its clients, which are cannabis-licensed operating companies. Rental income is generally a fixed amount per month that escalates over the respective lease terms, while additional rental fees are based on a percentage of tenant revenues that exceed a specified amount. ● Management – the Company receives fees for providing its clients with corporate services and operational oversight of their cannabis cultivation, production, and dispensary operations. These fees are based on a percentage of such clients’ revenue, and are recognized after services have been performed. ● Supply Procurement – the Company maintains volume discounts with top national vendors of cultivation and production resources, supplies, and equipment, which the Company acquires and resells to its clients or third parties within the cannabis industry. The Company recognizes this revenue after the acceptance of goods by the purchaser. ● Licensing – the Company’s derives revenue from the sale of precision-dosed, cannabis-infused products, such as Kalm Fusion™ and Betty’s Eddies™, to legal dispensaries throughout the United States. The recognition of this revenue occurs when the products are delivered. ● Consulting – the Company assists third-parties parties in securing cannabis licenses, and provides advisory services in the areas of facility design and development, and cultivation and dispensing best practices. The revenues associated with these services are recognized as the services are performed. ● Product Sales – the Company is currently working towards generating revenues from direct sales of cannabis, hemp, and products derived from these plants. Such revenues are anticipated to come from (i) MariMed Hemp’s development of a hemp-derived CBD product line and wholesale hemp distribution business, and (ii) the dispensary and wholesale operations of ARL in Massachusetts and of the Company’s planned cannabis-licensee acquisitions in Pennsylvania, Illinois, Maryland, and Nevada. This revenue will be recognized at retail points-of-sale or when products are delivered. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to operations as incurred. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation, with depreciation recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term, if applicable. When assets are retired or disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Repairs and maintenance are charged to expense in the period incurred. The estimated useful lives of property and equipment are generally as follows: buildings and building improvements, seven to thirty-nine years; tenant improvements, the remaining duration of the related lease; furniture and fixtures, seven years; machinery and equipment, five to ten years. Land is not depreciated. The Company’s property and equipment are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses are based on management’s current plans, intended holding periods and available market information at the time the analyses are prepared. If these criteria change, the Company’s evaluation of impairment losses may be different and could have a material impact to the consolidated financial statements. For the three months ended March 31, 2019 and 2018, based on its impairment analyses, the Company did not have any impairment losses. |
Leases | Leases The consolidated financial statements reflect the Company’s adoption of ASC 842, Leases ASC 842 is intended to improve financial reporting of leasing transactions. The most prominent change from previous accounting guidance is the requirement to recognize right-of-use assets and lease liabilities for the rights and obligations created by operating leases in which the Company is the lessee that extend more than twelve months on the balance sheet. The Company elected the package of practical expedients permitted under ASC 842. Accordingly, the Company accounted for its existing operating leases that commenced before the effective date as operating leases under the new guidance without reassessing (i) whether the contracts contain a lease, (ii) the classification of the leases (iii) the accounting for indirect costs as defined in ASC 842. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Non-lease components within lease agreements are accounted for separately. Right-of-use assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term, utilizing the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the provisions of ASC 820, Fair Value Measurement Financial Instruments, Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values due to the short maturity of these instruments. The fair value of option and warrant issuances are determined the Black-Scholes pricing model and employing several inputs such as the expected life of instrument, the exercise price, the expected risk-free interest rate, the expected dividend yield, the value of the Company’s common stock on issuance date, and the expected volatility of such common stock. No options or warrants were issued during the three months ended March 31, 2019. The following table summarizes the range of inputs used by the Company during the same period in 2018: Life of instrument 3.0 to 5.0 years Volatility factors 1.152 to 2.086 Risk-free interest rates 1.92% to 2.25% Dividend yield 0% The expected life of an instrument is calculated using the simplified method pursuant to Staff Accounting Bulletin Topic 14, Share-Based Payment The Company amortizes the fair value of option and warrant issuances on a straight-line basis over the requisite service period of each instrument. |
Extinguishment of Liabilities | Extinguishment of Liabilities The Company accounts for extinguishment of liabilities in accordance with ASC 405-20, Extinguishments of Liabilities. |
Stock-Based Compensation | Extinguishment of Liabilities The Company accounts for extinguishment of liabilities in accordance with ASC 405-20, Extinguishments of Liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits for the three months ended March 31, 2019 and 2018. |
Related Party Transactions | Related Party Transactions The Company follows ASC 850, Related Party Disclosures In accordance with ASC 850, the Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements. |
Comprehensive Income | Comprehensive Income The Company reports comprehensive income and its components following guidance set forth by ASC 220, Comprehensive Income |
Earnings Per Share | Earnings Per Share Earnings per common share is computed pursuant to ASC 260, Earnings Per Share As of March 31, 2019 and 2018, there were 18,429,211 and 10,005,697, respectively, of potentially dilutive securities in the form of options and warrants. Also as of such dates, there were $350,000 and $550,000, respectively, of convertible promissory notes, and $8 million and zero, respectively, of convertible debentures payable, that were potentially dilutive, whose conversion into common stock is based on a discount to the market value of common stock on or about the future conversion date. For the three months ended March 31, 2019, all potentially dilutive securities had an anti-dilutive effect on earnings per share, and in accordance with ASC 260, were excluded from the diluted net income per share calculation, resulting in identical calculations of basic and fully diluted net income per share. These securities may dilute earnings per share in the future. |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC 450, Contingencies If the assessment of a contingency indicates that it is probable that a material loss will be incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. While not assured, management does not believe, based upon information available at this time, that a loss contingency will have material adverse effect on the Company’s financial position, results of operations or cash flows. |
Beneficial Conversion Features on Convertible Debt | Beneficial Conversion Features on Convertible Debt Convertible instruments that are not bifurcated as a derivative pursuant to ASC 815, Derivatives and Hedging A beneficial conversion feature is a nondetachable conversion feature that is “in-the-money” at the commitment date. The in-the-money portion, also known as the intrinsic value of the option, is recorded in equity, with an offsetting discount to the carrying amount of convertible debt to which it is attached. The discount is amortized to interest expense over the life of the debt with adjustments to amortization upon full or partial conversions of the debt. |
Risk and Uncertainties | Risk and Uncertainties The Company is subject to risks common to companies operating within the legal and medical marijuana industries, including, but not limited to, federal laws, government regulations and jurisdictional laws. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represent third-party minority ownership of the Company’s consolidated subsidiaries. Net income attributable to noncontrolling interests is shown in the consolidated statements of operations; and the value of net assets owned by noncontrolling interests are presented as a component of equity within the balance sheets. |
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Majority Owned Subsidiaries | The accompanying condensed consolidated financial statements include the accounts of MariMed Inc. and the following majority-owned subsidiaries: Subsidiary: Percentage Owned MariMed Advisors Inc. 100.0 % Mia Development LLC 89.5 % Mari Holdings IL LLC 60.0 % Mari Holdings MD LLC 97.4 % Mari Holdings NV LLC 100.0 % Hartwell Realty Holdings LLC 100.0 % iRollie LLC 100.0 % ARL Healthcare Inc. 100.0 % MariMed Hemp Inc. 100.0 % |
Schedule of Assumptions Used | The following table summarizes the range of inputs used by the Company during the same period in 2018: Life of instrument 3.0 to 5.0 years Volatility factors 1.152 to 2.086 Risk-free interest rates 1.92% to 2.25% Dividend yield 0% |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Betty's Eddies [Member] | |
Schedule of Fair Value of Assets Acquired On the Acquisition | The acquisition was accounted for in accordance with ASC 10, Business Combinations Inventory $ 46,544 Machinery and equipment 130,255 Goodwill 333,201 Total fair value of consideration $ 510,000 |
iRollie LLC [Member] | |
Schedule of Fair Value of Assets Acquired On the Acquisition | The following table summarizes the allocation of the purchase price to the fair value of the assets acquired: Cash and cash equivalents $ 13,494 Goodwill 266,682 Total fair value of consideration $ 280,176 |
ARL Healthcare Inc [Member] | |
Schedule of Fair Value of Assets Acquired On the Acquisition | The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed on the acquisition date: Equipment $ 21,000 Cannabis licenses 185,000 Accounts payable (120,689 ) Due to related parties (92,765 ) Total identifiable net assets (7,454 ) Goodwill 731,902 Total fair value of consideration $ 724,448 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of Investments [Abstract] | |
Schedule of Investments | At March 31, 2019 and December 31, 2018, the Company’s investments were comprised of the following: March 31, 2019 December 31, 2018 GenCanna Global Inc. $ 32,234,402 $ - CVP Worldwide LLC 1,125,482 1,172,163 Iconic Ventures Inc. 500,000 500,000 Chooze Corp. 257,687 - Total investments $ 34,117,571 $ 1,672,163 |
Deferred Rents Receivable (Tabl
Deferred Rents Receivable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of Future Minimum Rental Receipts for Non-cancelable Leases and Subleases | Future minimum rental receipts for non-cancelable leases and subleases as of March 31, 2019 were: 2019 $ 3,101,253 2020 4,222,040 2021 4,368,640 2022 4,293,999 2023 3,997,651 Thereafter 48,942,935 Total $ 68,926,518 |
Due from Third Parties (Tables)
Due from Third Parties (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Due From Third Parties | |
Schedule of Due from Third Parties | At March 31, 2019 and December 31, 2018, the following amounts were advanced by the Company to its cannabis-licensed clients primarily for working capital purposes: March 31, 2019 December 31, 2018 Kind Therapeutics USA Inc. (Maryland licensee) $ 1,437,902 $ 2,679,496 KPG of Anna LLC (Illinois licensee) 67,163 482,700 KPG of Harrisburg LLC (Illinois licensee) 57,032 449,385 Harvest Foundation LLC (Nevada licensee) 734,066 248,796 Total due from third parties $ 2,296,163 $ 3,860,377 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Notes Receivable | At March 31, 2019 and December 31, 2018, notes receivable were comprised of the following: March 31, 2019 December 31, 2018 First State Compassion Center $ 566,452 $ 578,723 Healer LLC 512,103 307,429 KPG of Anna LLC 449,134 - KPG of Harrisburg LLC 398,803 - Chooze Corp. - 257,687 Total notes receivable 2,236,592 1,143,839 Notes receivable, current portion 64,392 51,462 Notes receivable, less current portion $ 2,172,200 $ 1,092,377 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At March 31, 2019 and December 31, 2018, property and equipment consisted of the following: March 31, 2019 December 31, 2018 Land $ 3,392,710 $ 3,392,710 Buildings and building improvements 13,651,246 13,566,144 Tenant improvements 5,392,287 5,348,882 Furniture and fixtures 143,237 114,160 Machinery and equipment 1,872,681 1,632,351 Construction in progress 13,345,944 12,205,447 37,798,105 36,259,694 Less: accumulated depreciation (2,375,970 ) (2,159,830 ) Property and equipment, net $ 35,422,135 $ 34,099,864 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Aggregate Maturities of Debt Outstanding | The aggregate scheduled maturities of the Company’s total debt outstanding, inclusive of the promissory notes and mortgages described within this Note 11 Debt Note 12 Debentures Payable 2019 $ 11,643,995 2020 8,570,954 2021 5,235,827 2022 251,543 2023 268,338 Thereafter 5,544,225 Total 31,514,882 Less discounts (9,833,000 ) $ 21,681,882 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Stock Options Outstanding and Exercisable | Stock options outstanding and exercisable as of March 31, 2019 were: Exercise Price Shares Under Option Remaining per Share Outstanding Exercisable Life in Years $ 0.080 100,000 100,000 0.72 $ 0.130 200,000 200,000 1.25 $ 0.140 100,000 100,000 1.75 $ 0.140 550,000 550,000 1.76 $ 0.150 1,000,000 1,000,000 0.50 $ 0.250 1,000,000 1,000,000 0.50 $ 0.330 50,000 50,000 1.94 $ 0.350 1,000,000 1,000,000 0.50 $ 0.450 190,000 190,000 2.51 $ 0.550 100,000 100,000 1.50 $ 0.550 20,000 20,000 1.77 $ 0.630 300,000 300,000 2.76 $ 0.770 200,000 200,000 3.76 $ 0.900 050,000 50,000 4.12 $ 0.950 50,000 10,000 3.76 $ 2.320 300,000 60,000 4.45 $ 2.450 2,000,000 2,000,000 3.73 $ 2.500 100,000 25,000 4.41 $ 2.650 200,000 50,000 4.49 $ 2.850 75,000 - 3.70 $ 2.850 100,000 - 4.70 $ 3.000 25,000 - 4.72 $ 3.725 200,000 - 4.70 7,9100,000 7,005,000 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues Comprised of Major Categories | For the three months ended March 31, 2019 and 2018, the Company’s revenues were comprised of the following major categories: Three months ended March 31, 2019 2018 Real estate $ 1,666,563 $ 1,023,220 Management 425,648 352,742 Supply procurement 1,146,033 626,924 Licensing 258,553 80,064 Other 19,018 - Total revenues $ 3,515,815 $ 2,082,950 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense for the three months ended March 31, 2019 were as follows: Operating lease cost $ 93,015 Finance lease cost: Amortization of right-of-use assets $ 2,053 Interest on lease liabilities 420 Total finance lease cost $ 2,473 |
Schedule of Future Minimum Lease Payments Under All Non-cancelable Operating Leases | Future minimum lease payments as of March 31, 2019 under all non-cancelable operating leases having an initial or remaining term of more than one year were: Operating Leases Finance Lease 2019 $ 320,069 $ 9,496 2020 917,444 12,661 2021 1,008,227 12,661 2022 949,935 1,371 2023 910,166 - Thereafter 5,139,851 - Total lease payments 9,245,292 $ 36,189 Less: imputed interest (2,963,703 ) (3,708 ) $ 6,281,589 $ 32,481 |
Organization and Description _2
Organization and Description of Business (Details Narrative) | 3 Months Ended | |||||
Mar. 31, 2019ft²Integer | Feb. 28, 2019USD ($) | Jan. 31, 2019 | Dec. 31, 2018USD ($) | Aug. 31, 2018 | Sep. 30, 2016ft² | |
Area of land | ft² | 300,000 | |||||
Ownership percentage | 23.00% | |||||
Chooze Corp [Member] | ||||||
Ownership percentage | 2.70% | |||||
Maryland Health & Wellness Center Inc [Member] | ||||||
Ownership percentage | 20.00% | |||||
GenCanna Global, Inc. [Member] | ||||||
Ownership percentage | 33.50% | |||||
Subordinated secured convertible debentures | $ | $ 30,000,000 | $ 30,000,000 | ||||
Meditaurus LLC [Member] | ||||||
Ownership percentage | 70.00% | |||||
Delaware [Member] | ||||||
Area of land | ft² | 100,000 | 45,000 | ||||
Illinois [Member] | ||||||
Area of land | ft² | 3,400 | |||||
NEVADA [Member] | ||||||
Area of land | ft² | 10,000 | |||||
Maryland [Member] | ||||||
Area of land | ft² | 180,000 | |||||
Cannabis [Member] | ||||||
Number of licenses | 11 | |||||
Number of states licensed | 5 | |||||
Cannabis [Member] | Delaware [Member] | ||||||
Number of licenses | 2 | |||||
Cannabis [Member] | Illinois [Member] | ||||||
Number of licenses | 2 | |||||
Cannabis [Member] | NEVADA [Member] | ||||||
Number of licenses | 1 | |||||
Cannabis [Member] | Maryland [Member] | ||||||
Number of licenses | 3 | |||||
Cannabis [Member] | MASSACHUSETTS [Member] | ||||||
Number of licenses | 3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Impairment losses | |||
Options issued | |||
Warrants issued | |||
Unrecognized tax liabilities or benefits | |||
Convertible Promissory Notes [Member] | |||
Potentially dilutive securities, amount | 350,000 | 550,000 | |
Convertible Debentures Payable [Member] | |||
Potentially dilutive securities, amount | $ 8,000,000 | $ 0 | |
Options and Warrants [Member] | |||
Potentially dilutive securities, shares | 18,429,211 | 10,005,697 | |
Buildings and Building Improvements [Member] | Minimum [Member] | |||
Estimated useful lives of property and equipment | 7 years | ||
Buildings and Building Improvements [Member] | Maximum [Member] | |||
Estimated useful lives of property and equipment | 39 years | ||
Tenant Improvements [Member] | |||
Estimated useful lives of property and equipment | The remaining duration of the related lease | ||
Furniture and Fixtures [Member] | |||
Estimated useful lives of property and equipment | 7 years | ||
Machinery and Equipment [Member] | Minimum [Member] | |||
Estimated useful lives of property and equipment | 5 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Estimated useful lives of property and equipment | 10 years | ||
Accounts Receivable [Member] | |||
Debt collectible reserve | $ 150,000 | $ 150,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Majority Owned Subsidiaries (Details) | Mar. 31, 2019 | Aug. 31, 2018 |
Percentage Owned | 23.00% | |
MariMed Advisors Inc. [Member] | ||
Percentage Owned | 100.00% | |
Mia Development LLC [Member] | ||
Percentage Owned | 89.50% | |
Mari Holdings IL LLC [Member] | ||
Percentage Owned | 60.00% | |
Mari Holdings MD LLC [Member] | ||
Percentage Owned | 97.40% | |
Mari Holdings NV LLC [Member] | ||
Percentage Owned | 100.00% | |
Hartwell Realty Holdings LLC [Member] | ||
Percentage Owned | 100.00% | |
iRollie LLC [Member] | ||
Percentage Owned | 100.00% | |
ARL Healthcare Inc [Member] | ||
Percentage Owned | 100.00% | |
MariMed Hemp Inc [Member] | ||
Percentage Owned | 100.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Assumptions Used (Details) | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, term | 5 years |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, Volatility factors | $ 1.152 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, Volatility factors | $ 2.086 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 1.92% |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 2.25% |
Measurement Input, Expected Dividend Rate [Member] | |
Fair value assumptions, measurement input, percentages | 0.00% |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Nov. 30, 2018 | Dec. 31, 2018 | Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Oct. 31, 2017 | Jun. 30, 2017 | May 31, 2014 | Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Aug. 31, 2018 |
Ownership percentage | 23.00% | ||||||||||||
MariMed Advisors Inc. [Member] | |||||||||||||
Percentage on minority ownership interest | 49.00% | ||||||||||||
Options [Member] | |||||||||||||
Options to purchase shares of common stock | 260,015 | 300,000 | |||||||||||
Sigal Consulting LLC [Member] | |||||||||||||
Stock issued during period, shares, acquisitions | 31,954,236 | ||||||||||||
Stock issued during period, value, acquisitions | $ 591,300 | ||||||||||||
Percentage on outstanding shares | 50.00% | ||||||||||||
Sigal Consulting LLC [Member] | MariMed Advisors Inc. [Member] | |||||||||||||
Percentage on minority ownership interest | 49.00% | ||||||||||||
Number of common stock exchanged | 7,500,000 | ||||||||||||
Sigal Consulting LLC [Member] | Options [Member] | |||||||||||||
Options to purchase shares of common stock | 300,000 | ||||||||||||
Options exercisable term | 5 years | ||||||||||||
Options to purchase shares of common stock, value | $ 570,000 | ||||||||||||
Written down of goodwill | $ 0 | ||||||||||||
Sigal Consulting LLC [Member] | Options [Member] | Minimum [Member] | |||||||||||||
Exercise price of options | $ 0.15 | ||||||||||||
Sigal Consulting LLC [Member] | Options [Member] | Maximum [Member] | |||||||||||||
Exercise price of options | $ 0.35 | ||||||||||||
Betty's Eddies [Member] | |||||||||||||
Options to purchase shares of common stock, value | $ 370,000 | ||||||||||||
Stock issued during period, value, purchase of assets | $ 140,000 | ||||||||||||
Stock issued during period, shares, purchase of assets | 1,000,000 | ||||||||||||
Written down of goodwill | $ 333,000 | ||||||||||||
Description on royalties percentage | Icky shall receive royalties based on a percentage of the Company's sales of the Betty's Eddies™ product line, commencing at 25% and decreasing to 2.5% as certain sales thresholds are met. | ||||||||||||
Royalties | $ 20,000 | $ 5,000 | |||||||||||
iRollie LLC [Member] | |||||||||||||
Number of shares subscriptions on common stock equity interest | 264,317 | ||||||||||||
Ownership percentage | 100.00% | ||||||||||||
Value of common stock issued to former owner | $ 280,176 | ||||||||||||
ARL Healthcare Inc [Member] | |||||||||||||
Written down of goodwill | $ 732,000 | ||||||||||||
ARL Healthcare Inc [Member] | Cannabis Licenses [Member] | |||||||||||||
Carrying value less amortization | $ 123,000 | ||||||||||||
AgriMed Industries of PA LLC [Member] | |||||||||||||
Stock issued during period, value, acquisitions | $ 8,000,000 | ||||||||||||
Percentage of interests acquired in business acquisition | 100.00% | ||||||||||||
AgriMed Industries of PA LLC [Member] | Maximum [Member] | |||||||||||||
Fair value of assets acquired and liabilities assumed, liabilities | $ 700,000 | ||||||||||||
KPG of Anna LLC and KPG of Harrisburg LLC [Member] | |||||||||||||
Stock issued during period, shares, acquisitions | 1,000,000 | ||||||||||||
Percentage of interests acquired in business acquisition | 100.00% | ||||||||||||
The Harvest Foundation LLC [Member] | |||||||||||||
Percentage of interests acquired in business acquisition | 100.00% | ||||||||||||
Meditaurus LLC [Member] | |||||||||||||
Stock issued during period, shares, acquisitions | 2,800,000 | ||||||||||||
Percentage of interests acquired in business acquisition | 70.00% | ||||||||||||
Meditaurus LLC [Member] | Maximum [Member] | |||||||||||||
Cash used for acquisition | $ 720,000 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Value of the Assets Acquired On Acquisition (Details) | Mar. 31, 2019USD ($) |
Betty's Eddies [Member] | |
Inventory | $ 46,544 |
Machinery and equipment | 130,255 |
Goodwill | 333,201 |
Equipment | 130,255 |
Total fair value of consideration | 510,000 |
iRollie LLC [Member] | |
Goodwill | 266,682 |
Cash and cash equivalents | 13,494 |
Total fair value of consideration | 280,176 |
ARL Healthcare Inc [Member] | |
Machinery and equipment | 21,000 |
Goodwill | 731,902 |
Equipment | 21,000 |
Cannabis licenses | 185,000 |
Accounts payable | (120,689) |
Due to related parties | (92,765) |
Total identifiable net assets | (7,454) |
Total fair value of consideration | $ 724,448 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Jan. 31, 2019 | |
Ownership percentage | 23.00% | ||||||||
Earnings in equity method investments on net income | $ 1,958,407 | ||||||||
Investments | $ 34,117,571 | $ 1,672,163 | 34,117,571 | $ 1,672,163 | |||||
Number of common stock shares issued, values | 2,600,000 | $ 600,000 | $ 600,000 | ||||||
Vitiprints [Member] | Licensing Agreement [Member] | |||||||||
Non-refundable payment | $ 250,000 | ||||||||
Percentage of royalty on net revenue | 10.00% | ||||||||
Payments for royalties | $ 250,000 | ||||||||
Description on royalty payments | In order to maintain the exclusivity of the license, the Company shall make minimum royalty payments of (i) $500,000 for the year following the first sale date, as defined, (ii) $750,000 for the following year, and (iii) $1,000,000 for all remaining years during the initial or renewal terms. | ||||||||
Iconic Ventures Inc. [Member] | |||||||||
Investments | 500,000 | $ 500,000 | 500,000 | 500,000 | |||||
Number of shares purchased during the period | 2,500,000 | ||||||||
Value of shares purchased during period | $ 500,000 | ||||||||
CVP Worldwide LLC [Member] | |||||||||
Investments | 1,125,482 | 1,172,163 | 1,125,482 | 1,172,163 | |||||
Contracted cash investment | $ 500,000 | $ 500,000 | |||||||
Number of common stock issued during period | 378,259 | ||||||||
Number of common stock shares issued, values | $ 915,000 | ||||||||
Percentage on minority ownership interest | 23.00% | 23.00% | |||||||
Number of revenue shares earned | |||||||||
Equity method investments | 48,000 | $ 43,000 | 48,000 | $ 43,000 | |||||
Equity method investment market value | 1,125,000 | $ 1,172,000 | 1,125,000 | $ 1,172,000 | |||||
Iconic Ventures Inc. [Member] | Maximum [Member] | |||||||||
Percentage on minority ownership interest | 8.75% | 8.75% | |||||||
Chooze Corp [Member] | |||||||||
Ownership percentage | 2.70% | ||||||||
Investments | 258,000 | 258,000 | |||||||
Impairment charges on investments | |||||||||
GenCanna Global, Inc. [Member] | |||||||||
Subordinated secured convertible debentures | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | ||||||
Debt conversion amount | $ 229,000 | ||||||||
Ownership percentage | 33.50% | ||||||||
Earnings in equity method investments on net income | 2,005,000 | ||||||||
Investments | $ 32,234,402 | $ 32,234,402 |
Investments - Schedule of Inves
Investments - Schedule of Investments (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Total investments | $ 34,117,571 | $ 1,672,163 |
Iconic Ventures Inc. [Member] | ||
Total investments | 500,000 | 500,000 |
CVP Worldwide LLC [Member] | ||
Total investments | 1,125,482 | 1,172,163 |
GenCanna Global, Inc. [Member] | ||
Total investments | 32,234,402 | |
Chooze Corp [Member] | ||
Total investments | $ 257,687 |
Deferred Rents Receivable (Deta
Deferred Rents Receivable (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)ft²Integer | Dec. 31, 2018USD ($) | Sep. 30, 2016ft² | |
Number of operating leases as lessor | Integer | 6 | ||
Area of land | 300,000 | ||
Cumulative fixed rental receipts | $ | $ 6,400,000 | $ 5,400,000 | |
Revenue recognized | $ | 8,500,000 | 7,500,000 | |
Deferred rents receivable | $ | $ 2,100,000 | $ 2,100,000 | |
Delaware [Member] | |||
Non-cancelable lease agreement, term | 20 years | ||
Area of land | 100,000 | 45,000 | |
Percentage of space occupyed | 100.00% | ||
Lease expiration description | Lease expiring in 2035 | ||
Delaware [Member] | Retails Space [Member] | |||
Area of land | 4,000 | ||
Illinois [Member] | |||
Non-cancelable lease agreement, term | 20 years | ||
Area of land | 3,400 | ||
Lease expiration description | Lease expiring in 2036 | ||
Maryland [Member ] | |||
Non-cancelable lease agreement, term | 20 years | ||
Area of land | 180,000 | ||
MASSACHUSETTS [Member] | Non-Cannabis [Member] | |||
Area of land | 138,000 | ||
Lease expiration description | approximately half of the available square footage is leased to a non-cannabis manufacturing company under a five-year lease | ||
Sales Revenue [Member] | Customer Concentration Risk [Member] | |||
Non-cancelable lease agreement, term | 20 years |
Deferred Rents Receivable - Sch
Deferred Rents Receivable - Schedule of Future Minimum Rental Receipts for Non-cancelable Leases and Subleases (Details) | Mar. 31, 2019USD ($) |
Revenue Recognition and Deferred Revenue [Abstract] | |
2019 | $ 3,101,253 |
2020 | 4,222,040 |
2021 | 4,368,640 |
2022 | 4,293,999 |
2023 | 3,997,651 |
Thereafter | 48,942,935 |
Total | $ 68,926,518 |
Due from Third Parties - Schedu
Due from Third Parties - Schedule of Due from Third Parties (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Due from third parties | $ 2,296,163 | $ 3,860,377 |
Kind Therapeutics USA Inc. [Member] | ||
Due from third parties | 1,437,902 | 2,679,496 |
KPG of Anna LLC [Member] | ||
Due from third parties | 67,163 | 482,700 |
KPG of Harrisburg LLC [Member] | ||
Due from third parties | 57,032 | 449,385 |
Harvest Foundation LLC [Member] | ||
Due from third parties | $ 734,066 | $ 248,796 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | May 31, 2016 | Jan. 31, 2019 | Feb. 28, 2019 | Mar. 31, 2019 | Oct. 31, 2018 | Mar. 31, 2018 | Oct. 31, 2018 | Apr. 30, 2016 | Dec. 31, 2018 | Aug. 31, 2018 |
Proceeds from notes receivable | $ 14,894 | $ 10,398 | ||||||||
Notes receivable, current | 64,392 | $ 51,462 | ||||||||
Ownership percentage | 23.00% | |||||||||
Chooze Corp [Member] | ||||||||||
Proceeds from notes receivable | $ 250,000 | |||||||||
Debt interest rate | 8.00% | 8.00% | ||||||||
Debt maturity description | maturing in 2021 | |||||||||
Ownership percentage | 2.70% | |||||||||
Delaware Cannabis-licensee [Member] | ||||||||||
Proceeds from notes receivable | $ 700,000 | |||||||||
Promissory note term | 10 years | |||||||||
Debt interest rate | 12.50% | |||||||||
Monthly payments | $ 10,100 | |||||||||
Notes receivable, current | $ 53,000 | $ 51,000 | ||||||||
Healer LLC [Member] | Dr. Dustin Sulak [Member] | ||||||||||
Proceeds from notes receivable | $ 200,000 | $ 300,000 | ||||||||
Debt interest rate | 6.00% | |||||||||
Debt maturity description | with principal and interest payable on the maturity date which is three years from issuance | |||||||||
KPG of Anna LLC [Member] | ||||||||||
Proceeds from notes receivable | $ 451,000 | |||||||||
Debt interest rate | 12.00% | |||||||||
Notes receivable, current | $ 11,000 | |||||||||
KPG of Harrisburg LLC [Member] | ||||||||||
Proceeds from notes receivable | $ 405,000 | |||||||||
Debt interest rate | 12.00% | |||||||||
Notes receivable, current | $ 11,000 |
Notes Receivable - Schedule of
Notes Receivable - Schedule of Notes Receivable (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Total notes receivable | $ 2,236,592 | $ 1,143,839 |
Notes receivable, current portion | 64,392 | 51,462 |
Notes receivable, less current portion | 2,172,200 | 1,092,377 |
First State Compassion Center [Member] | ||
Total notes receivable | 566,452 | 578,723 |
Healer LLC [Member] | ||
Total notes receivable | 512,103 | 307,429 |
KPG of Anna LLC [Member] | ||
Total notes receivable | 449,134 | |
KPG of Harrisburg LLC [Member] | ||
Total notes receivable | 398,803 | |
Chooze Corp [Member] | ||
Total notes receivable | $ 257,687 |
Seed Inventory (Details Narrati
Seed Inventory (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
MariMed Hemp Inc [Member] | |
Payment for purchase of inventory | $ 3,250,000 |
Debentures Receivable (Details
Debentures Receivable (Details Narrative) - GenCanna Global, Inc. [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Feb. 28, 2019 | |
Ownership percentage of investment | 33.50% | |
Earned and received interest income | $ 502,000 | |
Employee pool bonus fund | $ 10,000,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Additions to property and equipment | $ 1,538,414 | $ 1,294,858 | |
Construction in progress | $ 12,200,000 | ||
Depreciation and amortization | 218,000 | $ 81,000 | |
New Bedford, MA [Member] | |||
Construction in progress | 1,100,000 | 9,800,000 | |
Middleborough, MA [Member] | |||
Construction in progress | $ 1,100,000 | $ 2,400,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property plant and equipment, gross | $ 37,798,105 | $ 36,259,694 |
Less: accumulated depreciation | (2,375,970) | (2,159,830) |
Property and equipment, net | 35,422,135 | 34,099,864 |
Land [Member] | ||
Property plant and equipment, gross | 3,392,710 | 3,392,710 |
Buildings and Building Improvements [Member] | ||
Property plant and equipment, gross | 13,651,246 | 13,566,144 |
Tenant Improvements [Member] | ||
Property plant and equipment, gross | 5,392,287 | 5,348,882 |
Furniture and Fixtures [Member] | ||
Property plant and equipment, gross | 143,237 | 114,160 |
Machinery and Equipment [Member] | ||
Property plant and equipment, gross | 1,872,681 | 1,632,351 |
Construction in Progress [Member] | ||
Property plant and equipment, gross | $ 13,345,944 | $ 12,205,447 |
Debt (Details Narrative)
Debt (Details Narrative) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2019USD ($)ft²shares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Feb. 28, 2018USD ($)shares | Nov. 30, 2017ft² | Mar. 31, 2019USD ($)ft²shares | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017$ / shares | Dec. 31, 2016ft² | Sep. 30, 2016ft² | |
Area of land | ft² | 300,000 | 300,000 | ||||||||||
Warrant exercise price | $ / shares | $ 1.15 | |||||||||||
Proceeds from issuance of promissory notes | $ 6,000,000 | |||||||||||
Common stock, subscriptions | shares | 0 | 97,136 | 0 | 97,136 | 97,136 | |||||||
Repayment of notes | $ 500,000 | |||||||||||
Secured Promissory Notes [Member] | ||||||||||||
Debt maturity description | December 2019 | September 2019 | ||||||||||
Interest rate | 13.00% | 10.00% | ||||||||||
Promissory notes issued | $ 6,000,000 | $ 3,000,000 | ||||||||||
Debt instrument, extended maturity description | The Company may extend the maturity date by up to three months upon thirty days’ notice prior to the maturity date with an extension fee payment to the note holder of $300,000. | |||||||||||
Debt instrument, extension fee | $ 300,000 | |||||||||||
Promissory Notes [Member] | ||||||||||||
Warrant term | 3 years | |||||||||||
Debt conversion of convertible shares | shares | 750,000 | |||||||||||
Note discount recorded | $ 1,511,000 | |||||||||||
Warrant exercise price | $ / shares | $ 1.80 | |||||||||||
Value of warrant discount amortized | $ 629,000 | $ 882,000 | ||||||||||
Promissory Notes [Member] | ||||||||||||
Debt principal amount | $ 7,495,000 | 7,495,000 | $ 7,495,000 | |||||||||
Debt conversion of convertible shares | shares | 1,568,375 | 1,346,153 | 2,596,313 | |||||||||
Note discount recorded | $ 629,000 | 629,000 | $ 629,000 | |||||||||
Note carrying value | $ 3,000,000 | 2,370,000 | $ 3,000,000 | 2,370,000 | 2,370,000 | |||||||
Debt conversion principal amount | 1,075,000 | $ 1,075,000 | 1,075,000 | |||||||||
Debt conversion price | $ / shares | $ 0.53 | |||||||||||
Debt conversion of convertible debt | $ 829,000 | $ 975,000 | $ 2,500,000 | |||||||||
Stock issued during period | shares | 2,596,313 | |||||||||||
Common stock, subscriptions | shares | 79,136 | 79,136 | 79,136 | |||||||||
Repayment of notes | $ 700,000 | |||||||||||
Accrued interest | $ 95,000 | $ 95,000 | $ 95,000 | |||||||||
Promissory Notes [Member] | Minimum [Member] | ||||||||||||
Debt conversion price | $ / shares | $ 0.65 | $ 0.65 | $ 0.65 | |||||||||
Promissory Notes [Member] | Maximum [Member] | ||||||||||||
Debt conversion price | $ / shares | $ 0.90 | $ 0.90 | $ 0.90 | |||||||||
Delaware [Member] | ||||||||||||
Area of land | ft² | 100,000 | 100,000 | 45,000 | |||||||||
Mortgage Agreement [Member] | ||||||||||||
Agreement term | 10 years | |||||||||||
Debt payment, description | From the start of the mortgage through May 2019, the Company is required to make monthly payments of interest-only at a rate equal to the monthly prime rate plus 2%, with a floor of 6.25%. From May 2019 to May 2024, the Company shall make principal and interest payments at a rate equal to the prime rate on May 2, 2019 plus 2%, with a floor of 6.25%. Principal and interest payments shall continue from May 2024 through the end of the lease at a rate equal to the prime rate on May 2, 2024 plus 2%, with a floor of 6.25%. | |||||||||||
Debt principal amount | $ 4,895,000 | $ 4,895,000 | $ 4,895,000 | $ 4,895,000 | $ 4,895,000 | |||||||
Debt principal amount, current | 91,000 | 63,000 | 91,000 | 63,000 | 63,000 | |||||||
Mortgage Agreement [Member] | DuQuoin State Bank [Member ] | ||||||||||||
Area of land | ft² | 3,400 | |||||||||||
Debt principal amount | 845,000 | 850,000 | 845,000 | 850,000 | 850,000 | |||||||
Debt principal amount, current | $ 23,000 | 23,000 | $ 23,000 | 23,000 | 23,000 | |||||||
Mortgage Agreement [Member] | Prime Rate [Member] | ||||||||||||
Variable rate | 2.00% | |||||||||||
Mortgage Agreement [Member] | Prime Rate [Member] | May 2, 2019 [Member] | ||||||||||||
Variable rate | 2.00% | |||||||||||
Mortgage Agreement [Member] | Prime Rate [Member] | May 2, 2024 [Member] | ||||||||||||
Variable rate | 6.25% | |||||||||||
Mortgage Agreement [Member] | Floor Rate [Member] | ||||||||||||
Variable rate | 6.25% | |||||||||||
Mortgage Agreement [Member] | Floor Rate [Member] | May 2, 2019 [Member] | ||||||||||||
Variable rate | 6.25% | |||||||||||
Mortgage Agreement [Member] | Floor Rate [Member] | May 2, 2024 [Member] | ||||||||||||
Variable rate | 2.00% | |||||||||||
Mortgage Agreement [Member] | New Bedford, Massachusetts [Member] | ||||||||||||
Area of land | ft² | 138,000 | |||||||||||
Cultivating and processing facility | ft² | 70,000 | |||||||||||
Mortgage Agreement [Member] | Delaware [Member] | ||||||||||||
Area of land | ft² | 45,070 | 45,070 | ||||||||||
Debt maturity description | The mortgage matures in 2031 | |||||||||||
Debt principal amount | $ 1,767,000 | 1,792,000 | $ 1,767,000 | 1,792,000 | 1,792,000 | |||||||
Debt principal amount, current | $ 103,000 | $ 102,000 | $ 103,000 | $ 102,000 | $ 102,000 | |||||||
Mortgage Agreement [Member] | Delaware [Member] | Prime Rate [Member] | ||||||||||||
Interest rate | 1.50% | |||||||||||
Mortgage Agreement [Member] | Delaware [Member] | Floor Rate [Member] | ||||||||||||
Interest rate | 5.25% | |||||||||||
Mortgage Agreement [Member] | Delaware [Member] | September 2021 [Member] | ||||||||||||
Interest rate | 5.25% |
Debt - Schedule of Aggregate Ma
Debt - Schedule of Aggregate Maturities of Debt Outstanding (Details) | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 11,643,995 |
2020 | 8,570,954 |
2021 | 5,235,827 |
2022 | 251,543 |
2023 | 268,338 |
Thereafter | 5,544,225 |
Total | 31,514,882 |
Less discounts | (9,833,000) |
Long-term debt, net | $ 21,681,882 |
Debentures Payable (Details Nar
Debentures Payable (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||||
Jan. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Nov. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Aug. 31, 2018 | |
Proceeds from issuance of convertible debt | $ 524,593 | ||||||
Ownership percentage | 23.00% | ||||||
Amortization of original issue discount | 12,337 | ||||||
10M Debentures Holder [Member] | |||||||
Debt principal amount | $ 600,000 | $ 1,400,000 | $ 1,400,000 | $ 1,400,000 | 8,000,000 | ||
Debt conversion of convertible shares | 233,194 | 524,360 | 524,360 | ||||
Accrued interest | $ 97,000 | $ 36,000 | $ 36,000 | $ 36,000 | |||
Amortization of the beneficial conversion feature | 1,500,000 | 757,000 | |||||
Amortization of the warrants discount | 91,000 | 131,000 | |||||
Amortization of original issue discount | 9,000 | 12,000 | |||||
Accrued interest | 98,000 | 123,000 | |||||
Interest expense | 36,000 | 88,000 | |||||
Unamortized balances of the beneficial conversion feature | 3,290,000 | ||||||
Unamortized balance of warrants discount | 836,000 | ||||||
Unamortized balance of original issue discount | 79,000 | ||||||
Debentures carrying value | $ 3,795,000 | ||||||
10M Debentures Holder [Member] | Beneficial Owner [Member] | |||||||
Debt principal amount | 8,600,000 | ||||||
Accrued interest | $ 62,000 | ||||||
10M Debentures Holder [Member] | Minimum [Member] | |||||||
Debt conversion price per share | $ 2.90 | $ 2.23 | $ 2.23 | $ 2.23 | |||
10M Debentures Holder [Member] | Maximum [Member] | |||||||
Debt conversion price per share | $ 3.06 | $ 3.04 | $ 3.04 | $ 3.04 | |||
Convertible Debentures [Member] | 10M Debentures Holder [Member] | |||||||
Debt principal amount | $ 10,000,000 | $ 10,000,000 | |||||
Intrerest bearing, rate | 6.00% | 6.00% | |||||
Debt mature | 2 years | ||||||
Debt instrument discount rate | 1.00% | 1.00% | |||||
Proceeds from issuance of convertible debt | $ 9,900,000 | ||||||
Debt interest rate | 80.00% | ||||||
Ownership percentage | 4.99% | 4.99% | |||||
Accrued unpaid interest | 10.00% | ||||||
Debt redemption percentage | 110.00% | ||||||
Warrant term | 3 years | 3 years | |||||
Debt conversion of convertible shares | 324,675 | ||||||
Debt converted into common shares, value | $ 10,000,000 | ||||||
Intrinsic value of the beneficial conversion feature | 5,600,000 | ||||||
Beneficial conversion feature, additional discount | $ 1,057,000 | $ 1,057,000 | |||||
Convertible Debentures [Member] | 10M Debentures Holder [Member] | Securities Purchase Agreement [Member] | |||||||
Debt conversion of convertible shares | 500,000,000 | ||||||
Convertible Debentures [Member] | 10M Debentures Holder [Member] | Minimum [Member] | |||||||
Debt conversion price per share | $ 3.50 | $ 3.50 | |||||
Convertible Debentures [Member] | 10M Debentures Holder [Member] | Maximum [Member] | |||||||
Debt conversion price per share | $ 5.50 | $ 5.50 | |||||
10M Debentures [Member] | |||||||
Unamortized balances of the beneficial conversion feature | $ 4,100,000 | ||||||
Unamortized balance of warrants discount | 966,000 | ||||||
Unamortized balance of original issue discount | 91,000 | ||||||
Debentures carrying value | $ 3,600,000 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Loss on conversion | $ (1,213,841) | |||||||||
Number of shares issued during period, value | $ 2,600,000 | $ 600,000 | $ 600,000 | |||||||
Number of warrants issued to purchase common stock | 200,000 | |||||||||
Subscription outstanding, shares | 738,462 | |||||||||
Proceeds from issunace of stock | $ 2,600,000 | $ 600,000 | ||||||||
Non cash loss on conversions | 459,000 | |||||||||
Promissory Note [Member] | ||||||||||
Debt converted into common shares | 1,568,375 | 1,346,153 | 2,596,313 | |||||||
Debt instrument conversion price | $ 0.53 | |||||||||
Number of common stock issued during period | 2,596,313 | |||||||||
Promissory notes | $ 7,495,000 | $ 7,495,000 | ||||||||
Accrued interest | 95,000 | 95,000 | ||||||||
Debt converted into common shares, value | $ 829,000 | $ 975,000 | 2,500,000 | |||||||
Non cash loss on conversions | $ 652,000 | |||||||||
Third Parties [Member] | ||||||||||
Loss on conversion | $ 204,000 | |||||||||
Shares in exchange for services | 295,000 | |||||||||
10M Debentures Holder [Member] | ||||||||||
Debt converted into common shares | 233,194 | 524,360 | 524,360 | |||||||
Promissory notes | $ 600,000 | $ 1,400,000 | $ 1,400,000 | $ 8,000,000 | 1,400,000 | |||||
Accrued interest | $ 97,000 | $ 36,000 | $ 36,000 | $ 36,000 | ||||||
Previously Issued Subscription [Member] | ||||||||||
Number of common stock issued during period | 97,136 | |||||||||
Number of shares issued during period, value | $ 169,000 | |||||||||
Maximum [Member] | ||||||||||
Share issued price | $ 3.25 | |||||||||
Maximum [Member] | Promissory Note [Member] | ||||||||||
Debt instrument conversion price | $ 0.90 | $ 0.90 | ||||||||
Maximum [Member] | 10M Debentures Holder [Member] | ||||||||||
Debt instrument conversion price | $ 3.06 | 3.04 | $ 3.04 | 3.04 | ||||||
Minimum [Member] | ||||||||||
Share issued price | $ 0.50 | |||||||||
Minimum [Member] | Promissory Note [Member] | ||||||||||
Debt instrument conversion price | 0.65 | 0.65 | ||||||||
Minimum [Member] | 10M Debentures Holder [Member] | ||||||||||
Debt instrument conversion price | $ 2.90 | $ 2.23 | $ 2.23 | $ 2.23 | ||||||
Common Stock [Member] | ||||||||||
Number of common stock issued during period | 799,995 | 1,200,000 | ||||||||
Number of shares issued during period, value | $ 800 | $ 1,200 | ||||||||
Options [Member] | ||||||||||
Options to purchase shares of common stock | 260,015 | 300,000 | ||||||||
Warrant [Member] | ||||||||||
Number of warrants issued to purchase common stock | 22,000 | 89,614 | ||||||||
Series A convertible Preferred [Member] | ||||||||||
Preferred stock, shares authorized | 500,000 | |||||||||
Debt converted into common shares | 970,989 | |||||||||
Debt instrument conversion price | $ 0.55 | |||||||||
Loss on conversion | $ 34,000 | |||||||||
Market capitalization | $ 50,000,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred stock dividend, rate | 6.00% | |||||||||
Discount to selling price, percentage | 25.00% | |||||||||
Subscribed Common Stock [Member] | ||||||||||
Number of common stock issued during period | 1,319,432 | |||||||||
Share issued price | $ 0.65 | |||||||||
Number of shares issued during period, value | $ 370,000 | |||||||||
Promissory notes | $ 50,000 | $ 50,000 | ||||||||
Subscription outstanding, shares | 79,136 | 79,136 | ||||||||
Accrued interest | $ 1,454 | |||||||||
Subscription outstanding, value | $ 95,000 | $ 95,000 | ||||||||
Proceeds from issunace of stock | $ 875,000 | |||||||||
Subscribed Common Stock [Member] | September 2018 through January 2019 [Member] | ||||||||||
Subscription outstanding, shares | 18,000 | 18,000 | ||||||||
Subscription outstanding, value | $ 74,000 | $ 74,000 | ||||||||
Subscribed Common Stock 1 [Member] | ||||||||||
Share issued price | $ 0.95 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number of stock options shares forfeited | 300,000 | |
Options One [Member] | ||
Options to purchase shares of common stock | 1,450,000 | |
Stock options expiration period, description | expiring between December 2020 and December 2022 | |
Non-cash equity compensation | $ 366,000 | |
Options One [Member] | December 2020 and December 2022 [Member] | ||
Non-cash equity compensation | $ 458,000 | |
Options One [Member] | Minimum [Member] | ||
Exercise price of common stock | $ 0.14 | |
Options One [Member] | Maximum [Member] | ||
Exercise price of common stock | $ 0.77 | |
Options Two [Member] | ||
Options to purchase shares of common stock | 400,000 | 300,000 |
Exercise price of common stock | $ 0.13 | |
Purchase exercised options | 350,000 | |
Payments to surrender of common stock | $ 139,985 | |
Options Two [Member] | Minimum [Member] | ||
Exercise price of common stock | $ 0.08 | |
Options Two [Member] | Maximum [Member] | ||
Exercise price of common stock | $ .77 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Options Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Outstanding shares under option | 79,100,000 |
Exercisable shares under option | 7,005,000 |
Range One [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.080 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Outstanding remaining life in years | 8 months 19 days |
Range Two [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.130 |
Outstanding shares under option | 200,000 |
Exercisable shares under option | 200,000 |
Outstanding remaining life in years | 1 year 2 months 30 days |
Range Three [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.140 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Outstanding remaining life in years | 1 year 9 months |
Range Four [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.140 |
Outstanding shares under option | 550,000 |
Exercisable shares under option | 550,000 |
Outstanding remaining life in years | 1 year 9 months 3 days |
Range Five [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.150 |
Outstanding shares under option | 1,000,000 |
Exercisable shares under option | 1,000,000 |
Outstanding remaining life in years | 6 months |
Range Six [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 1,000,000 |
Exercisable shares under option | 1,000,000 |
Outstanding remaining life in years | 6 months |
Range Seven [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.330 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Outstanding remaining life in years | 1 year 11 months 8 days |
Range Eight [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.350 |
Outstanding shares under option | 1,000,000 |
Exercisable shares under option | 1,000,000 |
Outstanding remaining life in years | 6 months |
Range Nine [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.450 |
Outstanding shares under option | 190,000 |
Exercisable shares under option | 190,000 |
Outstanding remaining life in years | 2 years 6 months 3 days |
Range Ten [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.550 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Outstanding remaining life in years | 1 year 6 months |
Range Eleven [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.550 |
Outstanding shares under option | 20,000 |
Exercisable shares under option | 20,000 |
Outstanding remaining life in years | 1 year 9 months 7 days |
Range Twelve [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.630 |
Outstanding shares under option | 300,000 |
Exercisable shares under option | 300,000 |
Outstanding remaining life in years | 2 years 9 months 3 days |
Range Thirteen [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.770 |
Outstanding shares under option | 200,000 |
Exercisable shares under option | 200,000 |
Outstanding remaining life in years | 3 years 9 months 3 days |
Range Fourteen [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.900 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Range Forteen [Member] | |
Outstanding remaining life in years | 4 years 1 month 13 days |
Range Fifteen [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.950 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 10,000 |
Outstanding remaining life in years | 3 years 9 months 3 days |
Range Sixteen [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.320 |
Outstanding shares under option | 300,000 |
Exercisable shares under option | 60,000 |
Outstanding remaining life in years | 4 years 5 months 12 days |
Range Seventeen [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.450 |
Outstanding shares under option | 2,000,000 |
Exercisable shares under option | 2,000,000 |
Outstanding remaining life in years | 3 years 8 months 23 days |
Range Eighteen [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.500 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 25,000 |
Outstanding remaining life in years | 4 years 4 months 28 days |
Range Nineteen [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.650 |
Outstanding shares under option | 200,000 |
Exercisable shares under option | 50,000 |
Outstanding remaining life in years | 4 years 5 months 27 days |
Range Twenty [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.850 |
Outstanding shares under option | 75,000 |
Outstanding remaining life in years | 3 years 8 months 12 days |
Range Twenty One [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.850 |
Outstanding shares under option | 100,000 |
Outstanding remaining life in years | 4 years 8 months 12 days |
Range Twenty Two [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 3 |
Outstanding shares under option | 25,000 |
Outstanding remaining life in years | 4 years 8 months 19 days |
Range Twenty Three [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 3.725 |
Outstanding shares under option | 200,000 |
Outstanding remaining life in years | 4 years 8 months 12 days |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2019 | |
Number of warrants issued to purchase common stock | 200,000 | |
Warrants exercise price | $ 1.15 | |
Fair value of warrant market value | $ 206,000 | |
Warrant [Member] | ||
Number of warrants issued to purchase common stock | 89,614 | 22,000 |
Warrant One [Member] | ||
Number of warrants issued to purchase common stock | 10,584,211 | 4,355,697 |
Minimum [Member] | Warrant [Member] | ||
Warrants exercise price | $ 0.20 | $ 0.50 |
Minimum [Member] | Warrant One [Member] | ||
Warrants exercise price | 0.10 | 5.50 |
Maximum [Member] | Warrant [Member] | ||
Warrants exercise price | 0.40 | 0.90 |
Maximum [Member] | Warrant One [Member] | ||
Warrants exercise price | $ 1.15 | $ 0.12 |
Revenues (Details Narrative)
Revenues (Details Narrative) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Sales Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration risk, percentage | 82.00% | 78.00% |
Revenues - Schedule of Revenues
Revenues - Schedule of Revenues Comprised of Major Categories (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenues | $ 3,515,815 | $ 2,082,950 |
Real Estate [Member] | ||
Total revenues | 1,666,563 | 1,023,220 |
Management [Member] | ||
Total revenues | 425,648 | 352,742 |
Supply Procurement [Member] | ||
Total revenues | 1,146,033 | 626,924 |
Licensing [Member] | ||
Total revenues | 258,553 | 80,064 |
Other [Member] | ||
Total revenues | $ 19,018 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Aug. 31, 2018 | Jan. 31, 2018 | Jun. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 31, 2017 | |
Ownership percentage | 23.00% | ||||||
Lease term | 10 years | ||||||
Expenses incurred under the leases | $ 34,000 | $ 6,000 | |||||
Due to related parties | 220,000 | $ 276,000 | |||||
Minimum [Member] | |||||||
Common stock exercise price | $ 0.50 | ||||||
Maximum [Member] | |||||||
Common stock exercise price | $ 3.25 | ||||||
CEO [Member] | |||||||
Purchase exercised options | 1,450,000 | ||||||
Stock options expiration period, description | expiring between December 2020 and December 2022. | ||||||
Non-cash equity compensation | $ 458,000 | ||||||
CEO [Member] | Minimum [Member] | |||||||
Common stock exercise price | $ 0.14 | ||||||
CEO [Member] | Maximum [Member] | |||||||
Common stock exercise price | $ 0.77 | ||||||
CEO and CFO [Member] | |||||||
Due to related parties | 81,000 | 81,000 | |||||
Two Shareholders [Member] | |||||||
Due to related parties | 60,000 | 60,000 | |||||
MariMed Advisors Inc. [Member] | |||||||
Ownership percentage | 49.00% | ||||||
Common stock shares acquired | 75,000,000 | ||||||
Two Companies [Member] | CEO and CFO [Member] | |||||||
Due to related parties | 79,000 | 135,000 | |||||
Due from related parties | $ 120,000 | $ 121,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | |||
Aug. 31, 2018 | Oct. 31, 2016ft² | Mar. 31, 2019USD ($)ft²Integer | Dec. 31, 2018USD ($) | Sep. 30, 2016ft² | |
Number of operating leases | Integer | 5 | ||||
Number of finance leases | Integer | 1 | ||||
Area of land | 300,000 | ||||
Lease term | 10 years | ||||
Agreement term description | An employment agreement with the former CEO of the Company that provided this individual with salary, car allowances, stock options, life insurance, and other employee benefits, was terminated in 2017. | ||||
Accrued expenses | $ | $ 1,776,660 | $ 1,588,368 | |||
Employment Agreement [Member] | |||||
Weighted average operating lease remaining term | 0 years | ||||
Weighted average finance lease remaining term | 3 years 3 months 19 days | ||||
Weighted average discount rate for right-of-use assets | 7.50% | ||||
Weighted average discount rate for lease liabilities | 7.50% | ||||
Accrued expenses | $ | $ 1,043,000 | $ 1,043,000 | |||
Finance Lease Commitments [Member] | Machinery [Member] | |||||
Lease expiration, description | Expires in February 2022 | ||||
Delaware [Member] | |||||
Area of land | 100,000 | 45,000 | |||
Lease term | 10 years | ||||
Lease expiration, description | Lease expiring in 2035 | ||||
Delaware [Member] | Operating Lease Commitments [Member ] | |||||
Area of land | 4,000 | ||||
Lease term | 5 years | ||||
NEVADA [Member ] | |||||
Area of land | 10,000 | ||||
Lease expiration, description | Expiring in 2024 | ||||
MASSACHUSETTS [Member] | Non-Cannabis [Member] | |||||
Area of land | 138,000 | ||||
Lease term | 10 years | ||||
Lease expiration, description | approximately half of the available square footage is leased to a non-cannabis manufacturing company under a five-year lease | ||||
Maryland [Member ] | |||||
Area of land | 180,000 | ||||
Maryland [Member ] | Operating Lease Commitments [Member ] | |||||
Area of land | 2,700 | ||||
Lease expiration, description | Expires in July 2020 with an option to renew for a two-year term |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Components of Lease Expense (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 93,015 |
Finance lease cost, Amortization of right-of-use assets | 2,053 |
Finance lease cost, Interest on lease liabilities | 420 |
Total finance lease cost | $ 2,473 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under All Non-cancelable Operating Leases (Details) | Mar. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating leases, 2019 | $ 320,069 |
Operating leases, 2020 | 917,444 |
Operating leases, 2021 | 1,008,227 |
Operating leases, 2022 | 949,935 |
Operating leases, 2023 | 910,166 |
Operating leases, Thereafter | 5,139,851 |
Operating leases, Total lease payments | 9,245,292 |
Less: Operating leases, imputed interest | (2,963,703) |
Operating leases | 6,281,589 |
Finance lease, 2019 | 9,496 |
Finance lease, 2020 | 12,661 |
Finance lease, 2021 | 12,661 |
Finance lease, 2022 | 1,371 |
Finance lease, 2023 | |
Finance lease, Thereafter | |
Finance lease, Total lease payments | 36,189 |
Less: Finance lease, imputed interest | (3,708) |
Finance lease | $ 32,481 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||||
May 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Nov. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Warrants exercise price | $ 1.15 | |||||||
MariMed Hemp Inc [Member] | ||||||||
Payment for purchase of inventory | $ 3,250,000 | |||||||
Subsequent Event [Member] | MariMed Hemp Inc [Member] | ||||||||
Payment for purchase of inventory | $ 3,500,000 | |||||||
10M Debentures Holder [Member] | ||||||||
Accrued interest | $ 97,000 | $ 36,000 | $ 36,000 | $ 36,000 | ||||
Debt conversion of convertible shares | 233,194 | 524,360 | 524,360 | |||||
10M Debentures Holder [Member] | Minimum [Member] | ||||||||
Debt conversion price per share | $ 2.90 | $ 2.23 | $ 2.23 | $ 2.23 | ||||
10M Debentures Holder [Member] | Maximum [Member] | ||||||||
Debt conversion price per share | $ 3.06 | $ 3.04 | 3.04 | $ 3.04 | ||||
Convertible Debentures [Member] | 10M Debentures Holder [Member] | ||||||||
Debt converted into common shares, value | $ 10,000,000 | |||||||
Debt conversion of convertible shares | 324,675 | |||||||
Convertible Debentures [Member] | 10M Debentures Holder [Member] | Minimum [Member] | ||||||||
Debt conversion price per share | 3.50 | $ 3.50 | ||||||
Convertible Debentures [Member] | 10M Debentures Holder [Member] | Maximum [Member] | ||||||||
Debt conversion price per share | $ 5.50 | $ 5.50 | ||||||
Convertible Debentures [Member] | 10M Debentures Holder [Member] | Subsequent Event [Member] | ||||||||
Debt converted into common shares, value | 500,000 | |||||||
Accrued interest | $ 70,000 | |||||||
Debt conversion of convertible shares | 211,015 | |||||||
Convertible Debentures [Member] | 10M Debentures Holder [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||
Debt conversion price per share | $ 2.67 | |||||||
Convertible Debentures [Member] | 10M Debentures Holder [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||
Debt conversion price per share | $ 2.74 | |||||||
Convertible Debentures [Member] | 5M Debentures Holder [Member] | Subsequent Event [Member] | ||||||||
Convertible debentures | $ 5,000,000 | |||||||
Interest rate | 6.00% | |||||||
Three Years Warrants [Member] | Subsequent Event [Member] | ||||||||
Debt conversion of convertible shares | 400,000 | |||||||
Warrants exercise price | $ 4 |