Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-54433 | |
Entity Registrant Name | MARIMED INC. | |
Entity Central Index Key | 0001522767 | |
Entity Tax Identification Number | 27-4672745 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 10 Oceana Way | |
Entity Address, City or Town | Norwood | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02062 | |
City Area Code | 617 | |
Local Phone Number | 795-5140 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 322,725,060 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 12,318,717 | $ 2,999,053 |
Accounts receivable, net | 7,341,124 | 6,675,512 |
Deferred rents receivable | 1,876,049 | 1,940,181 |
Notes receivable, current portion | 374,978 | 658,122 |
Inventory | 7,454,328 | 6,830,571 |
Investments | 1,312,028 | 1,357,193 |
Other current assets | 1,016,162 | 582,589 |
Total current assets | 31,693,386 | 21,043,221 |
Property and equipment, net | 47,490,375 | 45,636,529 |
Intangibles, net | 2,689,828 | 2,228,560 |
Investments | 1,165,788 | 1,165,788 |
Notes receivable, less current portion | 1,212,829 | 965,008 |
Right-of-use assets under operating leases | 5,564,376 | 5,247,152 |
Right-of-use assets under finance leases | 70,249 | 78,420 |
Other assets | 97,951 | 80,493 |
Total assets | 89,984,782 | 76,445,171 |
Current liabilities: | ||
Accounts payable | 6,050,126 | 5,044,918 |
Accrued expenses | 4,663,951 | 3,621,269 |
Sales and excise taxes payable | 1,286,349 | 1,053,693 |
Debentures payable | 1,032,448 | |
Notes payable, current portion | 4,856 | 8,859,175 |
Mortgages payable, current portion | 1,382,411 | 1,387,014 |
Operating lease liabilities, current portion | 1,129,611 | 1,008,227 |
Finance lease liabilities, current portion | 36,618 | 38,412 |
Due to related parties | 1,157,815 | |
Other current liabilities | 23,640 | |
Total current liabilities | 14,553,922 | 23,226,611 |
Notes payable, less current portion | 3,235,972 | 10,682,234 |
Mortgages payable, less current portion | 14,616,387 | 14,744,136 |
Operating lease liabilities, less current portion | 5,013,417 | 4,822,064 |
Finance lease liabilities, less current portion | 38,184 | 44,490 |
Other liabilities | 100,200 | 100,200 |
Total liabilities | 37,558,082 | 53,619,735 |
Mezzanine equity: | ||
Total mezzanine equity | 37,725,000 | 14,725,000 |
Stockholders’ equity: | ||
Undesignated preferred stock, $0.001 par value; 38,875,451 and 45,091,667 shares authorized at March 31, 2021 and December 31, 2020, respectively; zero shares issued and outstanding at March 31, 2021 and December 31, 2020 | ||
Common stock, $0.001 par value; 500,000,000 shares authorized at March 31, 2021 and December 31, 2020; 322,499,699 and 314,418,812 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 322,500 | 314,419 |
Common stock subscribed but not issued; 6,877 and 11,413 shares at March 31, 2021 and December 31, 2020, respectively | 5,365 | 5,365 |
Additional paid-in capital | 115,340,044 | 112,974,329 |
Accumulated deficit | (100,396,635) | (104,616,538) |
Noncontrolling interests | (569,574) | (577,139) |
Total stockholders’ equity | 14,701,700 | 8,100,436 |
Total liabilities, mezzanine equity, and stockholders’ equity | 89,984,782 | 76,445,171 |
Series B Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 14,725,000 | 14,725,000 |
Series C Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | $ 23,000,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 38,875,451 | 45,091,667 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 322,499,699 | 314,418,812 |
Common stock, shares outstanding | 322,499,699 | 314,418,812 |
Common stock, shares subscribed but unissued | 6,877 | 11,413 |
Series B Convertible Preferred Stock [Member] | ||
Mezzanine equity, par value | $ 0.001 | $ 0.001 |
Mezzanine equity, shares authorized | 4,908,333 | 4,908,333 |
Mezzanine equity, shares issued | 4,908,333 | 4,908,333 |
Mezzanine equity, shares outstanding | 4,908,333 | 4,908,333 |
Series C Convertible Preferred Stock [Member] | ||
Mezzanine equity, par value | $ 0.001 | $ 0.001 |
Mezzanine equity, shares authorized | 6,216,216 | 0 |
Mezzanine equity, shares issued | 6,216,216 | 0 |
Mezzanine equity, shares outstanding | 6,216,216 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 24,642,564 | $ 7,466,019 |
Cost of revenues | 11,456,646 | 2,597,917 |
Gross profit | 13,185,918 | 4,868,102 |
Operating expenses: | ||
Personnel | 1,727,141 | 1,513,383 |
Marketing and promotion | 224,369 | 112,384 |
General and administrative | 3,170,724 | 2,235,009 |
Bad debts | 1,025,415 | |
Total operating expenses | 6,147,649 | 3,860,776 |
Operating income | 7,038,269 | 1,007,326 |
Non-operating income (expenses): | ||
Interest expense | (1,512,022) | (2,691,145) |
Interest income | 34,027 | 46,031 |
Loss on obligations settled with equity | (1,286) | |
Change in fair value of investments | (45,165) | (687,002) |
Total non-operating income (expenses), net | (1,524,446) | (3,332,116) |
Income (loss) before income taxes | 5,513,823 | (2,324,790) |
Provision for income taxes | 1,203,797 | 12,926 |
Net income (loss) | 4,310,026 | (2,337,716) |
Net income (loss) attributable to noncontrolling interests | 90,123 | 83,728 |
Net income (loss) attributable to MariMed Inc. | $ 4,219,903 | $ (2,421,444) |
Net income (loss) per share | ||
Basic | $ 0.01 | $ (0.01) |
Diluted | $ 0.01 | $ (0.01) |
Weighted average common shares outstanding | ||
Basic | 305,212,269 | 230,829,366 |
Diluted | 340,825,940 | 230,829,366 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Common Stock Subscribed But Not Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balances at December 31, 2020 at Dec. 31, 2019 | $ 228,408 | $ 1,168,074 | $ 112,245,730 | $ (106,760,527) | $ (553,465) | $ 6,328,220 |
Shares outstanding, beginning balance at Dec. 31, 2019 | 228,408,024 | 3,236,857 | ||||
Issuance of subscribed shares | $ 3,237 | $ (1,168,074) | 1,164,837 | |||
Shares, Outstanding, Beginning Balance | 3,236,857 | (3,236,857) | ||||
Stock grants | $ 5,365 | 5,365 | ||||
Shares outstanding, beginning balance | 30,307 | |||||
Shares, Outstanding, Beginning Balance | ||||||
Amortization of option grants | 317,355 | 317,355 | ||||
Discount on debentures payable | 28,021 | 28,021 | ||||
Beneficial conversion feature on debentures payable | 379,183 | 379,183 | ||||
Conversion of debentures payable | $ 8,584 | 1,796,073 | 1,804,657 | |||
Shares, Outstanding, Beginning Balance | 8,584,276 | |||||
Conversion of common stock to preferred stock | $ (4,908) | (14,720,092) | (14,725,000) | |||
Conversion of common stock to preferred stock, shares | (4,908,333) | |||||
Shares, Outstanding, Beginning Balance | ||||||
Shares, Outstanding, Beginning Balance | ||||||
Distributions | (100,905) | (100,905) | ||||
Net income (loss) | (2,421,444) | 83,728 | (2,337,716) | |||
Balances at March 31, 2021 at Mar. 31, 2020 | $ 235,321 | $ 5,365 | 101,211,107 | (109,181,971) | (570,642) | (8,300,820) |
Shares outstanding, beginning balance at Mar. 31, 2020 | 235,320,824 | 30,307 | ||||
Balances at December 31, 2020 at Dec. 31, 2019 | $ 228,408 | $ 1,168,074 | 112,245,730 | (106,760,527) | (553,465) | 6,328,220 |
Shares outstanding, beginning balance at Dec. 31, 2019 | 228,408,024 | 3,236,857 | ||||
Balances at March 31, 2021 at Dec. 31, 2020 | $ 314,419 | $ 5,365 | 112,974,329 | (104,616,538) | (577,139) | 8,100,436 |
Shares outstanding, beginning balance at Dec. 31, 2020 | 314,418,812 | 11,413 | ||||
Issuance of subscribed shares | $ 11 | $ (5,365) | 5,354 | |||
Shares, Outstanding, Beginning Balance | 11,413 | |||||
Stock grants | $ 5,365 | 5,365 | ||||
Shares outstanding, beginning balance | 6,877 | |||||
Exercise of warrants | $ 50 | 7,450 | 7,500 | |||
Shares, Outstanding, Beginning Balance | 50,000 | |||||
Amortization of option grants | 294,598 | 294,598 | ||||
Issuance of stand-alone warrants | 55,786 | 55,786 | ||||
Conversion of debentures payable | $ 4,611 | 1,351,841 | 1,356,452 | |||
Shares, Outstanding, Beginning Balance | 4,610,645 | |||||
Conversion of promissory notes | $ 3,366 | 1,006,426 | 1,009,792 | |||
Shares, Outstanding, Beginning Balance | 3,365,972 | |||||
Common stock issued to settle obligations | $ 43 | 31,243 | 31,286 | |||
Shares, Outstanding, Beginning Balance | 42,857 | |||||
Equity issuance costs | (386,983) | (386,983) | ||||
Distributions | (82,558) | (82,558) | ||||
Net income (loss) | 4,219,903 | 90,123 | 4,310,026 | |||
Balances at March 31, 2021 at Mar. 31, 2021 | $ 322,500 | $ 5,365 | $ 115,340,044 | $ (100,396,635) | $ (569,574) | $ 14,701,700 |
Shares outstanding, beginning balance at Mar. 31, 2021 | 322,499,699 | 6,877 | ||||
Shares outstanding, beginning balance | (11,413) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) attributable to MariMed Inc. | $ 4,219,903 | $ (2,421,444) | |
Net income (loss) attributable to noncontrolling interests | 90,123 | 83,728 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation | 462,423 | 484,091 | |
Amortization of intangibles | 177,302 | 79,079 | |
Amortization of stock grants | 5,365 | 5,365 | |
Amortization of option grants | 294,598 | 317,355 | |
Amortization of stand-alone warrant issuances | 55,786 | ||
Amortization of warrants attached to debt | 539,273 | 223,363 | |
Amortization of beneficial conversion feature | 176,522 | 990,846 | |
Amortization of original issue discount | 51,753 | 56,808 | |
Bad debt expense | 1,025,415 | ||
Loss on obligations settled with equity | 1,286 | ||
Change in fair value of investments | 45,165 | 687,002 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (1,691,027) | (842,914) | |
Deferred rents receivable | 64,132 | (204,253) | |
Due from third parties | (99,320) | ||
Inventory | (623,757) | (1,496,168) | |
Other current assets | (433,573) | 19,314 | |
Other assets | (17,458) | (32,000) | |
Accounts payable | 1,035,208 | 21,180 | |
Accrued expenses | 1,074,913 | 855,127 | |
Sales and excise taxes payable | 232,656 | 619,489 | |
Operating lease payments, net | (4,487) | 79,523 | |
Finance lease interest payments | 1,504 | 2,087 | |
Other current liabilities | (23,640) | 164,637 | |
Net cash provided by (used in) operating activities | 6,759,385 | (407,105) | |
Cash flows from investing activities: | |||
Purchase of property and equipment | (2,308,098) | (1,363,169) | |
Purchase of cannabis licenses | (638,570) | (25,000) | |
Interest on notes receivable | 69,338 | 34,397 | |
Net cash used in investing activities | (2,877,330) | (1,353,772) | |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock | 23,000,000 | ||
Equity issuance costs | (386,983) | ||
Proceeds from issuance of promissory notes | 4,517,500 | ||
Repayments of promissory notes | (15,800,579) | (2,400,000) | |
Proceeds from issuance of debentures | 935,000 | ||
Proceeds from mortgages | 235,900 | ||
Payments on mortgages | (132,352) | (60,381) | |
Proceeds from exercise of warrants | 7,500 | ||
Due to related parties | (1,157,815) | (240,547) | |
Finance lease principal payments | (9,604) | (9,603) | |
Distributions | (82,558) | (100,905) | |
Net cash provided by financing activities | 5,437,609 | 2,876,964 | |
Net change to cash and cash equivalents | 9,319,664 | 1,116,087 | |
Cash and cash equivalents at beginning of period | 2,999,053 | 738,688 | $ 738,688 |
Cash and cash equivalents at end of period | 12,318,717 | 1,854,775 | $ 2,999,053 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 1,091,927 | 380,084 | |
Cash paid for income taxes | 14,075 | 13,000 | |
Non-cash activities: | |||
Conversions of debentures payable | 1,356,452 | 1,804,657 | |
Conversion of promissory notes | 1,009,792 | ||
Operating lease right-of-use assets and liabilities | 466,105 | ||
Common stock issued to settle obligations | 30,000 | ||
Issuance of common stock associated with subscriptions | 5,365 | 1,168,074 | |
Exchange of common stock to preferred stock | 14,725,000 | ||
Conversion of accrued interest to promissory notes | 1,500,000 | ||
Beneficial conversion feature on debentures payable | 379,183 | ||
Discount on debentures payable | $ 28,021 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS MariMed Inc. (the “Company”) is a multi-state operator in the United States cannabis industry. The Company develops, operates, manages, and optimizes over 300,000 Upon its entry into the cannabis industry in 2014, the Company was an advisory firm that procured state-issued cannabis licenses on behalf of its clients, developed cannabis facilities which it leased to these newly-licensed companies, and provided industry-leading expertise and oversight in all aspects of their cannabis operations. The Company also provided its clients with as ongoing regulatory, accounting, real estate, human resources, and administrative services. In 2018, the Company made the strategic decision to transition from a consulting business to a direct owner of cannabis licenses and operator of seed-to-sale operations (hereinafter referred to as the “Consolidation Plan”). The Consolidation Plan calls for the acquisition of its cannabis-licensed clients located in Delaware, Illinois, Maryland, Massachusetts, and Nevada. In addition, the Consolidation Plan includes the potential acquisition of a Rhode Island asset. All of these acquisitions are subject to state approval, and once consolidated, the entities will operate under the MariMed banner. To date, acquisitions of the licensed businesses in Massachusetts and Illinois have been completed and establish the Company as a fully integrated seed-to-sale multi-state operator. The acquisitions of the remaining entities located in Maryland, Nevada, and Delaware are at various stages of completion and subject to each state’s laws governing the ownership transfer of cannabis licenses, which in the case of Delaware requires a modification of current cannabis ownership laws to permit for-profit ownership. Meanwhile, the Company continues to expand these businesses and maximize the Company’s revenue from rental income, management fees, and licensing royalties. A goal in completing this transition from a consulting business to a direct owner of cannabis licenses and operator of seed-to-sale operations is to present a simpler, more transparent financial picture of the full breadth of the Company’s efforts, with a clearer representation of the revenues, earnings, and other financial metrics the Company has generated for its clients. The Company has played a key role in the successes of these entities, from the securing of their cannabis licenses, to the development of facilities that are models of excellence, to providing operational and corporate guidance. Accordingly, the Company believes it is well suited to own these facilities and manage the continuing growth of their operations. The Company has also created its own brands of cannabis flower, concentrates, and precision-dosed products utilizing proprietary strains and formulations. These products are developed by the Company in cooperation with state-licensed operators who meet the Company’s strict standards, including all natural—not artificial or synthetic—ingredients. The Company licenses its brands and product formulations only to certified manufacturing professionals who follow state cannabis laws and adhere to the Company’s precise scientific formulations and trademarked product recipes. The Company’s proprietary cannabis genetics produce flowers and concentrates under the brand name Nature’s Heritage™, and cannabis-infused products under the brand names Kalm Fusion®, in the form of chewable tablets and drink powder mixes, and the award-winning 1 2 The Company also has exclusive sublicensing rights in certain states to distribute the Binske® line of cannabis products crafted from premium artisan ingredients, the Healer™ line of medical full-spectrum cannabis tinctures, and the clinically tested medicinal cannabis strains developed in Israel by global medical cannabis research pioneer Tikun Olam™. The Company intends to continue licensing and distributing its brands as well as other top brands in the Company’s current markets and in additional legal markets worldwide. In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The spread of the virus in the United States and the measures implemented to contain it—including business shutdowns, indoor capacity restrictions, social distancing, and diminished travel—have negatively impacted the economy and have created significant volatility and disruption in financial markets. Consequently, the Company’s implementation of its aforementioned Consolidation Plan has been delayed. Additionally, while the cannabis industry has been deemed an essential business, and is not expected to suffer severe declines in revenue, the Company’s business, operations, financial condition, and liquidity have been impacted, as further discussed in this report. The Company’s stock is quoted on the OTCQX market under the ticker symbol MRMD. The Company was incorporated in Delaware in January 2011 under the name Worlds Online Inc. Initially, the Company developed and managed online virtual worlds. By early 2014, this line of business effectively ceased operating, and the Company pivoted into the legal cannabis industry. 1 2 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
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, interim financial statements are not required to contain all of the disclosures normally required in annual financial statements. In addition, the results of operations of interim periods may not necessarily be 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 most recent audited annual financial statements and accompanying notes for the year ended December 31, 2020. 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: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage MariMed Advisors Inc. 100.0% Mia Development LLC 89.5% Mari Holdings IL LLC 100.0% Mari Holdings MD LLC 97.4% Mari Holdings NV LLC 100.0% Mari Holdings Metropolis LLC 100.0% Mari Holdings Mt. Vernon LLC 100.0% Hartwell Realty Holdings LLC 100.0% iRollie LLC 100.0% ARL Healthcare Inc. 100.0% KPG of Anna LLC 100.0% KPG of Harrisburg LLC 100.0% MariMed Hemp Inc. 100.0% MediTaurus LLC 70.0% 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 maintained a reserve of approximately $ 40.9 million and $ 40.0 million at March 31, 2021 and December 31, 2020, respectively. Please refer to Note 17 – Bad Debts 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 allocates a certain percentage of overhead cost to its manufactured inventory; such allocation is based on square footage and other industry-standard criteria. The Company reviews physical inventory for obsolescence and/or excess and will record a write-down if necessary. Investments Investments are comprised of equity holdings in private companies. These investments are recorded at fair value on the Company’s consolidated balance sheet, with changes to fair value included in income. Investments are evaluated for permanent impairment and are written down if such impairments are deemed to have occurred. Revenue Recognition The Company recognizes revenue in accordance with 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 Company’s main sources of revenue are comprised of the following: ● Product Sales – direct sales of cannabis and cannabis-infused products by the Company’s dispensary and wholesale operations in Massachusetts and Illinois, and sales of hemp and hemp-infused products. An increase in product sales is expected from the Company’s planned cannabis-licensee acquisitions in Maryland, Nevada, and Delaware (upon this state’s amendment to permit for-profit ownership of cannabis entities). This revenue is recognized when products are delivered or at retail points-of-sale. ● Real Estate – rental income and additional rental fees generated from leasing of the Company’s state-of-the-art, regulatory-compliant cannabis facilities to its cannabis-licensed clients. 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 specified amounts. ● Management – fees for providing the Company’s cannabis clients with comprehensive 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 delivery and acceptance of goods by the purchaser. ● Licensing – royalties from the licensed distribution of the Company’s branded products including Kalm Fusion® and Betty’s Eddies®, and from sublicensing of contracted brands including Healer and Tikun Olam, to regulated dispensaries throughout the United States and Puerto Rico. The recognition of this revenue occurs when the 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, forty years the remaining duration of the related lease seven ten years ten years 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 from the undiscounted future cash flows of such asset over the anticipated holding period. An impairment loss is measured by the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses are based on management’s current plans, asset holding periods, and currently available market information. 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, 2021 and 2020, based on the results of management’s impairment analyses, there were no 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 on the consolidated balance sheet representing the rights and obligations created by operating leases that extend more than twelve months in which the Company is the lessee. 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 using 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. The following table summarizes the range of inputs used by the Company during the three months ended March 31, 2021 and 2020: SCHEDULE OF ASSUMPTIONS USED 2021 2020 Life of instrument 3.0 5.0 3.0 Volatility factors 1.230 1.266 1.059 Risk-free interest rates 0.36% 0.85% 1.30% Dividend yield 0% 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 uses the asset and liability method to account 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 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, 2021 and 2020, there were potentially dilutive securities convertible into shares of common stock comprised of (i) stock options – convertible into 11,017,750 6,241,250 32,282,708 11,960,107 4,908,333 31,081,080 zero zero 79,324,861 10,705,513 1,464,435 For the three months ended March 31, 2021, the aforementioned potentially dilutive securities increased the number of weighted average common shares outstanding on a diluted basis by 35,613,671 million shares, determined in accordance with ASC 260, which are included in the calculation of diluted net income per share for this period. For the three months ended March 31, 2020, the 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 calculations, resulting in identical basic and fully diluted net income per share for that period. 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, 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. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS The Harvest Foundation LLC In August 2019, the Company entered into a purchase agreement to acquire 100% The purchase price is comprised of the issuance of (i) 1,000,000 1.2 400,000 Kind Therapeutics USA Inc. In the fall of 2016, the members of Kind Therapeutics USA Inc., the Company’s cannabis-licensed client in Maryland that holds licenses for the cultivation, production, and dispensing of medical cannabis (“Kind”), and the Company agreed to a partnership/joint venture whereby Kind would be owned 70% 30% 100% 6.3 2,500,000 Also in December 2018, (i) MariMed Advisors Inc., the Company’s wholly owned subsidiary, and Kind entered into a management services agreement to provide Kind with comprehensive management services in connection with the business and operations of Kind (“the MSA”), and (ii) Mari Holdings MD LLC, the Company’s majority-owned subsidiary, entered into a 20 180,000 9,000 In 2019, the members of Kind sought to renegotiate the terms of the MOU and have subsequently sought to renege on both the original partnership/joint venture and the MOU. The Company engaged with Kind in good faith in an attempt to reach updated terms acceptable to both parties, however Kind failed to reciprocate in good faith, resulting in an impasse. Incrementally, both parties through counsel further sought to resolve the impasse, however such initiative resulted in both parties commencing legal proceedings. As a result, the consummation of this acquisition has been delayed and may not ultimately be completed. The litigation is further discussed in Note 19 – Commitments and Contingencies MediTaurus LLC In May 2019, the Company entered into a purchase agreement to acquire MediTaurus LLC (“MediTaurus”), a company formed and owned by Jokubas Ziburkas PhD, a neuroscientist and leading authority on CBD and the endocannabinoid system. The Company sells CBD products developed by MediTaurus in the United States and Europe under its Florance™ brand. Pursuant to the purchase agreement, the Company acquired 70% 2.8 720,000 520,000 2,080,000 30% The acquisition was accounted for in accordance with ASC 10. The following table summarizes the allocation, adjusted in September 2019, of the purchase price to the fair value of the assets acquired and liabilities assumed on the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION Cash and cash equivalents $ 64,196 Accounts receivable 5,362 Inventory 519,750 Goodwill 2,662,669 Accounts payable (777 ) Total value of MediTaurus 3,251,200 Noncontrolling interests in MediTaurus (975,360 ) Total fair value of consideration $ 2,275,840 Based on a valuation of MediTaurus in late 2019, the goodwill recorded in connection with the transaction was written off. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Investments [Abstract] | |
INVESTMENTS | NOTE 4 – INVESTMENTS At March 31, 2021 and December 31, 2020, the Company’s investments were comprised of the following: SCHEDULE OF INVESTMENTS March 31, December 31, Current investments: Flowr Corp. (formerly Terrace Inc.) $ 1,312,028 $ 1,357,193 Non-current investments: MembersRSVP LLC 1,165,788 1,165,788 Total investments $ 2,477,816 $ 2,522,981 Flowr Corp. (formerly Terrace Inc.) In December 2020, Terrace Inc., a Canadian cannabis entity in which the Company had an ownership interest of 8.95% 0.4973 This investment is carried at it fair value. During the three months ended March 31, 2021 and 2020, the decrease in fair value of this investment of approximately $ 45,000 687,000 Change In Fair Value Of Investments MembersRSVP LLC In August 2018, the Company invested $ 300,000 378,259 915,000 23% During the three months ended March 31, 2020, the investment was accounted for under the equity method. There was no change to the carrying value of the investment during this period. In January 2021, the Company and MRSVP entered into an agreement whereby the Company assigned and transferred membership interests comprising an 11% 12% As part of the agreement, the Company relinquished its right to appoint a member to the board of MRSVP. In light of the Company no longer having the ability to exercise significant influence over MRSVP, the Company no longer accounts for this investment under the equity method. The Company’s share of MRSVP’s future earnings or losses shall not be recorded, and the earnings and losses previously recorded will remain part of the carrying amount of the investment of approximated $ 1,166,000 . In accordance with ASC 321, Investments – Equity Securities 1,166,000 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, with changes in fair value recognized in net income. |
DEFERRED RENTS RECEIVABLE
DEFERRED RENTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Rents Receivable | |
DEFERRED RENTS RECEIVABLE | NOTE 5 – DEFERRED RENTS RECEIVABLE The Company is the lessor under 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 under 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 commenced in 2017 expires in 2035 ● Maryland – a 180,000 commenced 2018 expires in 2037 ● Massachusetts – a 138,000 commenced in 2017 expires in 2022 The Company subleases the following properties: ● Delaware – 4,000 lease expiring in December 2021 with a five-year option to extend ● Delaware – a 100,000 square foot warehouse which the Company is developing into a cultivation and processing facility to be subleased to its cannabis-licensed client. T he lease expires in March 2030, with an option to extend the term for three additional five-year periods. ● Delaware – a 12,000 The lease expires in January 2026 and contains an option to negotiate an extension at the end of the lease term. As of March 31, 2021 and December 31, 2020, cumulative fixed rental receipts under such leases approximated $ 15.1 13.9 17.0 15.8 1.9 Future minimum rental receipts for non-cancelable leases and subleases as of March 31, 2021 were: SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES 2021 2021 $ 3,593,589 2022 4,712,200 2023 4,417,620 2024 4,476,205 2025 4,543,917 Thereafter 39,589,047 Total $ 61,332,578 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTE 6 – NOTES RECEIVABLE At March 31, 2021 and December 31, 2020, notes receivable, including accrued interest, consisted of the following: SCHEDULE OF NOTES RECEIVABLE March 31, December 31, First State Compassion Center $ 453,248 $ 468,985 Healer LLC 879,640 899,226 High Fidelity Inc. 254,919 254,919 Total notes receivable 1,587,807 1,623,130 Notes receivable, current portion 374,978 658,122 Notes receivable, less current portion $ 1,212,829 $ 965,008 First State Compassion Center The Company’s cannabis-licensed client in Delaware, First State Compassion Center, issued a 10 700,000 12.5% 10,000 68,000 66,000 Notes Receivable, Current Portion Healer LLC In 2018 and 2019, the Company loaned an aggregate of $ 800,000 6% In March 2021, the Company was issued a revised promissory note from Healer in the principal amount of approximately $ 894,000 representing the previous loans extended to Healer by the Company plus accrued interest through the revised promissory note issuance date. The revised promissory note bears interest at a rate of 6% per annum and requires quarterly payments of interest from April 2021 through the maturity date in April 2026 . Additionally, the Company has the right to offset any licensing fees owed to Healer by the Company in the event Healer fails to make any timely payment. In March 2021, the Company offset approximately $ 28,000 866,000 At March 31, 2021 and December 30, 2020, the total amount of principal and accrued interest due under the aforementioned promissory notes approximated $ 880,000 and $899,000 , respectively, of which approximately $ 52,000 and $ 337,000 was current, respectively. High Fidelity In August 2019, the Company loaned $ 250,000 to High Fidelity Inc., an entity that owns and operates two seed-to sale medical marijuana facilities in the state of Vermont and produces its own line of CBD products. The note bears interest at a rate of 10.0% per annum, with interest-only month payments through its extended maturity in June 2021, at which time the principal amount is due. Maryland Health & Wellness Center Inc. In 2019, the Company provided Maryland Health & Wellness Center Inc. (“MHWC”), an entity that has been pre-approved by the state of Maryland for a cannabis dispensing license, with a $ 300,000 8% |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 7 – INVENTORY At March 31, 2021 and December 31, 2020, inventory was comprised of the following: SCHEDULE OF INVENTORY March 31, December 31, Plants $ 3,713,877 $ 3,352,425 Ingredients and other raw materials 234,826 176,338 Work-in-process 424,435 468,377 Finished goods 3,081,190 2,833,431 Total inventory $ 7,454,328 $ 6,830,571 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8 – PROPERTY AND EQUIPMENT At March 31, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, Land $ 3,988,810 $ 3,988,810 Buildings and building improvements 29,447,594 29,309,856 Tenant improvements 8,825,911 8,844,974 Furniture and fixtures 671,986 619,880 Machinery and equipment 5,111,005 4,620,924 Construction in progress 4,788,041 3,140,807 52,833,347 50,525,251 Less: accumulated depreciation (5,342,972 ) (4,888,722 ) Property and equipment, net $ 47,490,375 $ 45,636,529 During the three months ended March 31, 2021 and December 31, 2020, additions to property and equipment approximated $ 2,308,000 572,000 The 2021 and 2020 additions were primarily comprised of (i) construction in Mt. Vernon, IL, and (ii) machinery and equipment purchases for facilities in Massachusetts, Maryland, Illinois, and Delaware. The 2019 additions consisted primarily of (i) the commencement of construction in Milford, DE and Annapolis, MD, (ii) the continued buildout of properties in Hagerstown, MD, New Bedford, MA, and Middleborough, MA, and (ii) improvements to the Wilmington, DE and Las Vegas, NV properties. The construction in progress balances of approximately $ 4.8 million and $ 3.1 million at March 31, 2021 and December 31, 2020, respectively, consisted of the commencement of construction of properties in Metropolis, IL, Milford, DE, and Annapolis, MD. Depreciation expense for the three months ended March 31, 2021 and 2020 approximated $ 462,000 and $ 484,000 , respectively. |
INTANGIBLES
INTANGIBLES | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | NOTE 9 – INTANGIBLES At March 31, 2021 and December 31, 2020, intangible assets were comprised of (i) the carrying value of cannabis license fees, and (ii) goodwill arising from the Company’s acquisitions. The Company’s cannabis licenses are issued from the states of Illinois and Massachusetts and require the payment of annual fees. These fees, comprised of a fixed component and a variable component based on the level of operations, are capitalized and amortized over the respective twelve-month periods. At March 31, 2021 and December 31, 2020, the carrying value of these cannabis licenses approximated $ 622,000 161,000 The goodwill associated with acquisitions is reviewed on a quarterly basis for impairment. Based on this review and other factors, the goodwill of approximately $ 2.1 million at March 31, 2021 and December 31, 2020 was deemed to be unimpaired. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 10 – DEBT Mortgages Payable At March 31, 2021 and December 31, 2020, mortgage balances, including accrued interest, were comprised of the following: SCHEDULE OF MORTGAGES PAYABLE March 31, December 31, Bank of New England – Massachusetts properties $ 12,749,474 $ 12,834,090 Bank of New England – Delaware property 1,547,757 1,575,658 DuQuoin State Bank – Illinois properties 806,980 814,749 South Porte Bank – Illinois property 894,587 906,653 Total mortgages payable 15,998,798 16,131,150 Mortgages payable, current portion (1,382,411 ) (1,387,014 ) Mortgages payable, less current portion $ 14,616,387 $ 14,744,136 In November 2017, the Company entered into a 10 4,895,000 138,000 70,000 2% 6.25% 2% 6.25% 4.8 13.0 6.5% matures in August 2025 7.2 12.7 12.8 341,000 335,000 The Company maintains another mortgage with Bank of New England for the 2016 purchase of a 45,070 mortgage matures in 2031 5.25% 1.5% 5.25% 1.5 1.6 115,000 114,000 In May 2016, the Company entered into a mortgage agreement with DuQuoin State Bank (“DSB”) for the purchase of two properties which the Company developed into two 3,400 square foot free-standing retail dispensaries in Illinois. On May 5 th 6.75 % per annum. At March 31, 2021 and December 31, 2020, the outstanding principal balance on this mortgage approximated $ 807,000 and $ 815,000 respectively, of which approximately $ 32,000 and $ 31,000 , respectively, was current. In February 2020, the Company entered into a mortgage agreement with South Porte Bank for the purchase and development of a property in Mt. Vernon, IL. Pursuant to amendments to the mortgage agreement, the Company is making interest-only monthly payments at a rate of 5.5 % per annum through the amended maturity date in May 2021 , at which time the parties are expected to enter into a one-year renewal agreement. Notes Payable In February 2020, pursuant to an exchange agreement as further described in Note 12 – Mezzanine Equity 4.4 million, bearing interest at 16.5 % per annum and maturing in August 2021 (the “$4.4M Notes”), in exchange for a loan in the same amount. At December 31, 2020, the principal and accrued interest balance of the $4.4M Notes approximated $ 4.6 million. In March 2021, utilizing a portion of the proceeds from the Hadron transaction discussed in Note 12 – Mezzanine Equity, In June 2019, the Company and MariMed Hemp Inc., its wholly-owned subsidiary (“MMH”), issued a secured promissory note in the principal amount of $ 10.0 1.5 maturity date of January 31, 2020 As part of the $10M Note transaction, the Company issued three 375,000 4.50 601,000 523,000 The Company entered into an amendment agreement with the Noteholder in February 2020, whereby the Company and MMH issued an amended and restated promissory note maturing in June 2020 11,500,000 (the “$11.5M Note”), comprised of the principal amount of the $10M Note and the $1.5M Payment. 15 3,000,000 The Company entered into a second amendment agreement with the Noteholder in June 2020, whereby (i) $ 352,000 of outstanding principal of the $11.5M Note was converted into 1,900,000 shares of the Company’s common stock (which did not result in a material extinguishment gain or loss as the conversion price approximated the price of the Company’s common stock on the agreement date), and (ii) the Company and MMH issued a second amended and restated promissory note in the principal amount of approximately $ 8.8 million (the “$8.8M Note”), comprised of the outstanding principal and unpaid interest balances of the $11.5M Note, plus an extension fee of approximately $ 330,000 . In addition, the Company issued three warrants to the Noteholder to purchase up to 750,000 shares of common stock at an exercise price of $ 0.50 per share. The fair value of these warrants on the issuance date of approximately $ 66,000 was recorded as a discount to the $8.8M Note, which is being amortized to interest expense over the life of the $8.8M Note. The $8.8M Note bears interest at a rate of 15 matures in June 2022 4,000,000 10 250,000 600,000 405,000 4.2 The Noteholder has the option to convert the $8.8M Note, in whole or in part, into shares of the Company’s common stock at a conversion price of $ 0.30 no During the three months ended March 2021, the Noteholder converted $ 1,000,000 of principal and approximately $ 10,000 of accrued interest into 3,365,972 shares of the Company’s common stock. Also during this period, the Company paid accrued interest of approximately $ 104,000 in cash. Accordingly, the principal balance of the $8.8M Note was approximately $ 3.2 million at March 31, 2021. The Company entered into a third amendment agreement with the Noteholder in April 2021 whereby the Company and MMH issued a third amended and restated promissory note in the principal amount of approximately $ 3.2 million (the “$3.2M Note”), comprised of the remaining principal balance on the $8.8M Note. The $3.2M Note bears interest at a rate of 0.12 % per annum and matures in April 2023 . The Noteholder has the option to convert, subject to certain conversion limitations, all or a portion of the $3.2M Note into shares of the Company’s common stock at a conversion price of $ 0.35 per share, such conversion price subject to adjustment in the event of certain transactions by the Company. On or after the one-year anniversary of the $3.2M Note, upon twenty days prior written notice to the Noteholder, the Company can prepay all of the outstanding principal and unpaid interest of the $3.2M Note, along with a prepayment premium equal to 10 % of the principal amount being prepaid. The Noteholder shall remain entitled to convert the $3.2M Note during such notice period. On or after the one-year anniversary of the $3.2M Note, the Noteholder has the right to require the redemption in cash of up to $ 125,000 of principal and unpaid interest thereon per calendar month. In April 2019, MMH issued a secured promissory note in the principal amount of $ 1,000,000 (the “$1M Note”) to an unaffiliated party. The principal balance plus a payment of $ 180,000 , initially due in December 2019, was extended to March 2020 in accordance with the terms of the $1M Note, requiring an additional payment of $ 30,000 (the “$30,000 Fee”). Prior to the extended due date, the parties agreed that the $1M Note would continue on a month-to-month basis bearing interest at a rate of 15 % per annum. In September 2020, the Company paid down $ 500,000 of principal on the $1M Note. At December 31, 2020, the outstanding balance consisted of $ 500,000 of principal and approximately $ 467,000 of unpaid accrued interest which included the $ 30,000 Fee. In March 2021, utilizing a portion of the proceeds from the Hadron transaction discussed in Note 12 – Mezzanine Equity, 500,000 was paid down, along with $ 200,000 In March 2019, the Company raised $ 6.0 13 900,000 The $6M Note’s initial maturity date of December 31, 2019 was extended to April 2020 300,000 The Company and the Holding Party entered into a note extension agreement in April 2020 (the “Initial Extension Agreement”) pursuant to which (i) the $6M Note’s due date was extended to September 2020, and the $6M Note was modified to include unpaid accrued interest of $ 845,000 through the modification date and interest at a rate of 10 % per annum (the “$6.8M Note”), and (iii) a new convertible note in the amount of $ 900,000 (the “$900k Note”) was issued evidencing the Service Fee, bearing interest at a rate of 12 % per annum. The Company satisfied the $ 900 k Note and accrued interest of $ 20,100 in full as of the June 2020 maturity date by the payment in July 2020 of $ 460,050 in cash, representing one-half of the principal and accrued interest, and the issuance in June 2020 of 2,525,596 shares of the Company’s common stock, in payment of the other half of the principal and accrued interest. In September 2018, the Company raised $ 3.0 10 March 2020 extended for an additional six months in accordance with its terms, with the interest rate increasing to 12% per annum during the extension period. Pursuant to the Initial Extension Agreement, the maturity date of the $3M Note was extended to December 2020. As part of the $3M Note transaction, the Company issued three-year warrants to the Holding Party’s designees to purchase 750,000 1.80 1,511,000 In October 2020, the Company and the Holding Party entered into a second note extension agreement (the “Second Extension Agreement”) whereby the Company (i) paid $ 1 333,000 5,845,000 12 maturity dates in September 2022 In consideration of the Second Extension Agreement, the Company (i) issued four-year warrants to the Holding Party’s designees to purchase up to 5,000,000 0.25 100,000 573,000 75,000 8.3 1.9 The Company made a required principal payment of $ 400,000 on the $5.8M note in February 2021. In March 2021, utilizing a portion of the proceeds from the Hadron transaction discussed in Note 12 – Mezzanine Equity, 450,000 In August 2020, the Company entered into a note agreement with First Citizens’ Federal Credit Union for the purchase of a commercial vehicle. The note bears interest at 5.74% 24,000 26,000 In addition to the above transactions, at the start of 2020, the Company was carrying $ 3,190,000 of principal on promissory notes issued to accredited investors bearing interest at rates ranging from 6.5 % to 18 % per annum (the “Existing Notes”). During 2020, the Company (i) raised approximately $ 2,147,000 from the issuance of new promissory notes to accredited investors bearing interest at 12 % and 15 % per annum (the “New 2020 Notes”), (ii) repaid $ 2,100,000 of the Existing Notes, (iii) retired $ 500,000 of the Existing Notes through the issuance of common stock at a conversion price equal to the market price of the Company’s common stock on the conversion date of $ 0.32 per share, and (iv) repaid $ 700,000 of the New 2020 Notes. Accordingly, the remaining balance on the Existing Notes and New 2020 Notes approximated $ 2,037,000 in the aggregate at December 31, 2020. This balance along with accrued interest through the repayment date of approximately $ 200,000 were fully paid down in March 2021 utilizing a portion of the proceeds from the Hadron transaction discussed in Note 12 – Mezzanine Equity Debt Maturities As of March 31, 2021, the aggregate scheduled maturities of the Company’s total debt outstanding were: SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING 2021 $ 1,270,010 2022 516,481 2023 3,761,529 2024 582,894 2025 623,170 Thereafter 12,497,810 Total 19,251,894 Less discounts (12,268 ) $ 19,239,626 |
DEBENTURES PAYABLE
DEBENTURES PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
Debentures Payable | |
DEBENTURES PAYABLE | NOTE 11 – DEBENTURES PAYABLE In a series of transactions from the period October 2018 through February 2020, the Company sold an aggregate of $ 21.0 SCHEDULE OF DEBENTURE TRANSACTION Issue Maturity Initial Interest Issue Warrant Beneficial Conversion Converted 10/17/18 10/16/20 $ 5,000,000 6.0% 1.0% $ 457,966 $ 1,554,389 $ 5,000,000 11/07/18 11/06/20 5,000,000 6.0% 1.0% 599,867 4,015,515 5,000,000 05/08/19 05/07/21 5,000,000 6.0% 1.0% 783,701 2,537,235 5,000,000 06/28/19 06/27/21 2,500,000 0.0% 7.0% 145,022 847,745 2,500,000 08/20/19 08/19/21 2,500,000 0.0% 7.0% 219,333 850,489 2,500,000 02/21/20 02/20/21 1,000,000 6.5% 6.5% 28,021 379,183 1,000,000 As of March 31, 2021, the holder of the $21M Debentures (the “Holder”) had converted all of the $21M Debentures, along with accrued interest, into the Company’s common stock at conversion prices equal to 80 4.99 In conjunction with the issuance of the $21M Debentures, the Company issued the Holder three-year 1,354,675 0.75 5.50 180,000 0.75 2.2 Based on the conversion prices of the $21M Debentures in relation to the market value of the Company’s common stock, the $21M Debentures provided the Holder with a beneficial conversion feature, as the embedded conversion option was in-the-money on the commitment date. The aggregate intrinsic value of the beneficial conversion feature of approximately $ 10.2 Pursuant to the terms of a registration rights agreement with the Holder, entered into concurrently with the SPA, the Company agreed to provide the Holder with certain registration rights with respect to shares issued pursuant to the terms of the SPA and the $21M Debentures. Over the life of the $21M Debentures, the Holder converted, in several transactions, an aggregate of $ 21.0 million of principal and approximately $ 836,000 of accrued interest into 92,704,035 shares of common stock at conversion prices ranging from $ 0.11 to $ 3.06 per share. Of these conversions, (i) during 2020, an aggregate of $ 9.7 million of principal and approximately $ 365,000 of accrued interest was converted into 77,766,559 shares of common stock at conversion prices ranging from $ 0.11 and $ 0.34 per share, and (ii) during 2021, an aggregate of $ 1.3 million of principal and approximately $ 56,000 of accrued interest was converted into 4,610,645 shares of common stock at a conversion price of $ 0.29 per share. All of the aforementioned conversions were effected in accordance with the terms of the respective convertible debenture agreement, and therefore the Company was not required to record a gain or loss on such conversions. During the year ended December 31, 2020, amortization of the beneficial conversion features, after adjustment for the aforementioned conversions, approximated $ 3.2 805,000 321,000 224,000 1.3 177,000 39,000 52,000 1.0 During the three months ended March 31, 2021, amortization of the beneficial conversion features, after adjustment for the aforementioned conversions, approximated $ 177,000 39,000 52,000 1,000 |
MEZZANINE EQUITY
MEZZANINE EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Mezzanine Equity | |
MEZZANINE EQUITY | NOTE 12 – MEZZANINE EQUITY Series B Convertible Preferred Stock In February 2020, the Company entered into an exchange agreement with two institutional shareholders (the “TIS Exchange Agreement”) whereby the Company (i) exchanged 4,908,333 Debt In connection with the TIS Exchange Agreement, the Company filed (i) a certificate of designation with respect to the rights and preferences of the Series B convertible preferred stock, and (ii) a certificate of elimination to return all shares of the Series A convertible preferred stock, of which no shares were issued or outstanding at the time of filing, to the status of authorized and unissued shares of undesignated preferred stock. The holders of Series B convertible preferred stock (the “Series B Holders”) are entitled to cast the number of votes equal to the number of shares of common stock into which the shares of Series B convertible preferred stock are convertible, together with the holders of common stock as a single class, on most matters. However, the affirmative vote or consent of the Series B Holders voting separately as a class is required for certain acts taken by the Company, including the amendment or repeal of certain charter provisions, liquidation or winding up of the Company, creation of stock senior to the Series B convertible preferred stock, and/or other acts defined in the certificate of designation. The Series B convertible preferred stock shall, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank senior to the Company’s common stock. The Company shall not declare, pay, or set aside any dividends on shares of any other class or series of capital stock of the Company unless the Series B Holders then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B convertible preferred stock in an amount calculated pursuant to the certificate of designation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the Series B Holders then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to $ 3.00 At any time on or prior to the six-year anniversary of the issuance date of the Series B convertible preferred stock, (i) the Series B Holders have the option to convert their shares of Series B convertible preferred stock into common stock at a conversion price of $ 3.00 3.00 4.00 least twenty consecutive trading days On the day following the six-year anniversary of the issuance of the Series B convertible preferred stock, all outstanding shares of Series B convertible preferred stock shall automatically convert into common stock as follows: If the sixty-day VWAP is less than or equal to $0.50 per share, the Company shall have the option to (i) convert all shares of Series B convertible preferred stock into common stock at a conversion price of $1.00 per share, and pay cash to the Series B Holders equal to the difference between the 60-day VWAP and $3.00 per share, or (ii) pay cash to the Series B Holders equal to $3.00 per share. If the sixty-day VWAP is greater than $0.50 per share, the Company shall have the option 3.00 The Company shall at all times when the Series B convertible preferred stock is outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series B convertible preferred stock, such number of its duly authorized shares of common stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B convertible preferred stock. Series C Convertible Preferred Stock In March 2021, the Company entered into a securities purchase agreement with Hadron Healthcare Master Fund (“Hadron”) with respect to a financing facility of up to $ 46.0 At the closing of the transaction in March 2021, Hadron purchased $ 23.0 million of Units at a price of $ 3.70 per Unit. Each Unit is comprised of one share of Series C preferred stock and a four-year warrant to purchase two and one-half shares of common stock. Accordingly, the Company issued to Hadron 6,216,216 shares of Series C preferred stock and warrants to purchase up to an aggregate of 15,540,540 shares of common stock. Each share of Series C preferred stock is convertible, at Hadron’s option, into five shares of common stock, and each warrant is exercisable at an exercise price of $ 1.087 per share. The warrants shall be subject to early termination if certain milestones are attained and the market value of the Company’s common stock reaches certain predetermined levels. 9.5 387,000 In connection with the closing of the transaction, the Company filed a certificate of designation with respect to the rights and preferences of the Series C convertible preferred stock. Such stock is zero coupon, non-voting. and has a liquidation preference equal to its investment amount plus declared but unpaid dividends. Holders of Series C convertible preferred stock are entitled to receive dividends on an as-converted basis. Of the $ 23.0 million of proceeds received by the Company in March 2021, approximately (i) $ 7.8 million is designated to fund construction and upgrades of certain of the Company’s owned and managed facilities, of which approximately $ 2.0 15.2 million was used to pay down debt and obligations, comprised of principal and interest on the $4.4M Notes, the $1M Note, the New $3M Note, the $5.8M Note, the Existing Notes, the New 2020 Notes (all referred to in Note 10 – Debt Due To Related Parties Related Party Transactions The balance of the committed facility of up to an additional $23.0 million is intended to fund the Company’s specific targeted acquisitions provided such acquisitions are contracted in 2021 and consummated, including obtaining the necessary regulatory approvals, no later than the end of 2022. Provided that as at least 50 The transaction imposes certain covenants on the Company with respect to the incurrence of new indebtedness, the issuance of additional shares of any designation of preferred stock, and the payment of distributions. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 13 – STOCKHOLDERS’ EQUITY Undesignated Preferred Stock In February 2020, the Company filed a certificate of elimination to return all shares of the Series A convertible preferred stock to the status of authorized and unissued shares of undesignated preferred stock. Common Stock In February 2020, pursuant to the TIS Exchange Agreement discussed in Note 12 – Mezzanine Equity 4,908,333 shares of common stock exchanged for shares of Series B convertible preferred stock were treated as an increase to treasury stock of $ 14,725,000 ($ 3.00 per share), and then immediately cancelled, thereby reducing treasury stock to zero, with corresponding reductions to common stock of approximately $ 5,000 (the par value of the exchanged common shares) and additional paid-in capital of approximately $ 14,720,000 . In the three months ended March 31, 2021, the Company granted 6,877 shares of common stock to a current employee. The fair value of the shares of approximately $ 5,000 was charged to employee compensation. These granted shares were yet to be issued by the end of the quarter, and were reflected in Common Stock Subscribed But Not Issued In 2020, the Company granted 109,210 shares of common stock to a current employee. The fair value of the shares of approximately $ 21,000 was charged to employee compensation during the period. Of these granted shares, 11,413 were yet to be issued at December 31, 2020 and were reflected in Common Stock Subscribed But Not Issued In February 2021, the Company issued 42,857 30,000 1,300 Loss On Debt Settlements During the three months ended March 31, 2021 and 2020, the Company issued 11,413 3,236,857 5,000 1,168,000 As previously disclosed in Note 10 – Debt 3,365,972 shares of common stock in 2021 upon the conversion of approximately $ 1,010,000 of principal and interest on the $8.8M Note, (ii) 1,900,000 shares of common stock in June 2020 upon the conversion of $ 352,000 of principal on the $11.5M Note, and (iii) 2,525,596 shares common stock in June 2020 upon the conversion of $ 460,050 of principal and interest on the $900k Note. As previously disclosed in Note 11 – Debentures Payable 1.4 million of principal and interest in 2021 into 4,610,645 shares of common stock, and (ii) approximately $ 10.1 million of principal and interest in 2020 into 77,766,559 shares of common stock. As further disclosed in Note 15 – Warrants 50,000 shares of common stock were exercised during the three months ended March 31, 2021. Common Stock Issuance Obligations At March 31, 2021 and 2020, the Company was obligated to issue 6,877 and 30,302 shares of common stock, respectively, valued at approximately $ 5,000 in both periods, in connection with a stock grant to a current employee. The 2021 obligation was issued April 2021; the 2020 obligation was issued in May 2020. |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 14 – STOCK OPTIONS During the three months ended March 31, 2021, the Company granted five-year options to purchase up to 1,262,000 shares of common stock at exercise prices ranging from $ 0.51 and $ 0.90 per share. The fair values of these options of approximately $ 541,000 in the aggregate are being amortized to compensation expense over their vesting periods, of which approximately $ 170,000 was amortized during the three months ended March 31, 2021. Additionally, compensation expense in the first quarter of 2021 for options issued in previous years, and continuing to be amortized over their respective vesting periods, approximated $ 124,000 . During the three months ended March 31, 2020, no 330,000 During the three months ended March 31, 2021 and 2020, options to purchase 50,000 30,000 zero 19,000 Stock options outstanding and exercisable as of March 31, 2021 were: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Shares Under Option Exercise Price Outstanding Exercisable Remaining Life $0.140 160,000 40,000 4.28 $0.149 500,000 500,000 4.76 $0.169 200,000 200,000 4.62 $0.210 70,000 50,000 4.65 $0.225 2,000,000 875,000 4.61 $0.250 20,000 15,000 4.17 $0.250 50,000 - 4.57 $0.250 800,000 200,000 4.62 $0.250 80,000 40,000 4.65 $0.250 50,000 50,000 3.92 $0.300 554,500 277,250 4.00 $0.417 900,000 900,000 3.74 $0.450 125,000 125,000 0.51 $0.505 100,000 - 4.76 $0.505 800,000 - 4.78 $0.590 15,000 15,000 3.69 $0.630 300,000 300,000 0.75 $0.770 200,000 200,000 1.75 $0.830 287,000 71,750 4.98 $0.890 10,000 - 4.81 $0.892 40,000 - 4.81 $0.895 25,000 - 4.82 $0.900 50,000 50,000 2.11 $0.910 50,000 50,000 1.56 $0.950 50,000 50,000 1.75 $0.992 300,000 300,000 3.49 $1.000 125,000 125,000 3.59 $1.350 100,000 75,000 2.33 $1.950 375,000 375,000 2.25 $2.320 100,000 100,000 2.45 $2.450 2,000,000 2,000,000 1.73 $2.500 100,000 100,000 2.41 $2.650 200,000 200,000 2.48 $2.850 56,250 56,250 1.70 $2.850 100,000 100,000 2.70 $3.000 25,000 25,000 2.71 $3.725 100,000 100,000 2.69 11,017,750 7,565,250 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
Warrants | |
WARRANTS | NOTE 15 – WARRANTS During the three months ended March 31, 2021, the Company issued warrants to an individual to purchase up to 100,000 shares of common stock at an exercise price of $ 0.82 per share, expiring three years from issuance. The fair value of this warrant on the issuance date approximated $ 56,000 which was charged to compensation expense. Also during this period, the Company issued warrants to Hadron to purchase up to 15,540,540 shares of common stock at an exercise price of $ 1.087 per share, expiring four years from issuance, as part of the Hadron transaction previously discussed in Note 12 – Mezzanine Equity. The fair value of these warrants on the issuance date approximated $ 9.5 million, and this amount was allocated to the warrant from the $ 23.0 million proceeds from the Hadron transaction and recorded in additional paid in capital. During the three months ended March 31, 2020, in conjunction with the $21M Debentures discussed in Note 11 – Debentures Payable 180,000 shares of common stock at an exercise price of $ 0.75 per share. The fair value of these warrants on the issuance date approximated $ 1,148,000 , of which approximately $ 24,000 was amortized to interest expense in the quarter and the remainder to be amortized over the term of the respective debenture. During the three months ended March 31, 2021, warrants to purchase 50,000 0.15 No During the three months ended March 31, 2021, warrants to purchase 225,000 0.90 1.75 No At March 31, 2021 and 2020, warrants to purchase up to 32,282,708 11,960,107 0.25 5.50 |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 16 – REVENUES For the three months ended March 31, 2021 and 2020, the Company’s revenues were comprised of the following major categories: SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES 2021 2020 Product sales $ 20,949,092 $ 4,232,828 Real estate 1,808,799 1,973,098 Management 895,703 429,632 Supply procurement 519,504 430,134 Licensing 469,466 400,327 Total revenues $ 24,642,564 $ 7,466,019 For the three months ended March 31, 2021 and 2020, revenues from two clients represented 14% 39 %, respectively, of total revenues. |
BAD DEBTS
BAD DEBTS | 3 Months Ended |
Mar. 31, 2021 | |
Bad Debts | |
BAD DEBTS | NOTE 17 – BAD DEBTS The Company maintains two types of reserves to address uncertain collections of amounts due—an allowance against trade accounts receivable (the “AR Allowance”), and a reserve against cash advanced by the Company to its cannabis-licensed clients for working capital purposes (the WC Reserve”). During the three months ended March 31, 2021, the Company increased the AR Allowance by $ 850,000 , and the WC Reserve by approximately $ 175,000 . The aggregate of these two amounts of approximately $ 1,025,000 was charged to Bad Debts No |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 18 – RELATED PARTY TRANSACTIONS In 2020, options to purchase an aggregate of 550,000 shares of common stock were exercised by the Company’s CEO, CFO, and an independent board member at exercise prices of $ 0.13 and $ 0.14 per share. No options were exercised by these individuals during the first three months of 2021. The Company’s corporate offices are leased from an entity in which the Company’s CFO has an investment interest. This lease expires in October 2028 and contains a five-year extension option. In each of the three-month periods ended March 31, 2021 and 2020, expenses incurred under this lease approximated $ 39,000. The Company procures nutrients, lab equipment, cultivation supplies, furniture, and tools from an entity owned by the family of the Company’s COO. The aggregate purchases from this entity in the three months ended March 31, 2021 and 2020 approximated $825,000 $490,000, The Company pays royalties on the revenue generated from its Betty’s Eddies® product line to an entity owned by the Company’s COO and its SVP of Sales under a royalty agreement. This agreement was amended effective January 1, 2021 whereby, among other modifications, the royalty percentage changed from 2.5% (i) 3.0% and 10.0% of wholesale sales of existing products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively, and (ii) 0.5% and 1.0% of wholesale sales of future developed products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively. 83,000 64,000 In the three months ended March 31, 2021 and 2020, one of the Company’s majority owned subsidiaries paid aggregate distributions of approximately $ 9,000 12,000 In the three months ended March 31, 2021, the Company purchased fixed assets and consulting services of approximately $ 265,000 In the three months ended March 31, 2021, the Company purchased fixed assets of approximately $ 310,000 The balance of Due To Related Parties 1.2 million was comprised of amounts owed of approximately (i) $ 460,000 to the Company’s CEO, (ii) $ 653,000 to entities owned by the Company’s CEO and CFO, and (iii) $ 45,000 to a stockholder of the Company. All amounts owed were repaid in March 2021. The Company’s mortgages with Bank of New England are personally guaranteed by the Company’s CEO and CFO. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 19 – COMMITMENTS AND CONTINGENCIES Lease Commitments The Company is the lessee under six and four finance leases . 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 expires in December 2021 with a five-year option to extend . The Company developed the space into a cannabis dispensary which is subleased to its cannabis-licensed client. ● Delaware – a 100,000 The lease term is 10 ● Delaware –a 12,000 expires in January 2026 ● Nevada – 10,000 expiring in 2024 ● Massachusetts – 10,000 10 expiring in 2028 option to extend the term for an additional five-year period ● Maryland – a 2,700 square foot 2-unit apartment under a lease that expires in July 2022 The Company leases machinery and office equipment under finance leases that expire in February 2022 through June 2024 The components of lease expense for the three months ended March 31, 2021 were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE 2021 Operating lease cost $ 266,580 Finance lease cost: Amortization of right-of-use assets $ 8,171 Interest on lease liabilities 1,504 Total finance lease cost $ 9,675 The weighted average remaining lease term for operating leases is 8.0 years, and for the finance lease is 2.6 years. The weighted average discount rate used to determine the right-of-use assets and lease liabilities was between 7.5% to 12 for all leases. Future minimum lease payments as of March 31, 2021 under all non-cancelable leases having an initial or remaining term of more than one year were: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON-CANCELABLE OPERATING LEASES Operating Finance 2021 $ 845,987 $ 28,809 2022 1,071,079 27,123 2023 1,035,017 23,201 2024 963,589 3,229 2025 936,947 - Thereafter 3,468,041 - Total lease payments 8,320,660 $ 82,362 Less: imputed interest (2,177,632 ) (7,560 ) $ 6,143,028 $ 74,802 Terminated Employment Agreement An employment agreement which commenced in 2012 with Thomas Kidrin, the former CEO of the Company, which provided Mr. Kidrin with salary, car allowances, stock options, life insurance, and other employee benefits, was terminated by the Company in 2017. At March 31, 2021 and December 31, 2020, the Company maintained an accrual of approximately $ 1,043,000 for any amounts that may be owed under this agreement, although the Company contends that such agreement is not valid and no amount is due. In July 2019, Mr. Kidrin, also a former director of the Company, filed a complaint in the Massachusetts Superior Court, which alleges the Company failed to pay all wages owed to him and breached the employment agreement, and requests multiple damages, attorney fees, costs, and interest. The Company has moved to dismiss certain counts of the complaint and has asserted counterclaims against Mr. Kidrin alleging breach of contract, breach of fiduciary duty, money had and received, and unjust enrichment. The Company believes that the allegations in the complaint are without merit and intends to vigorously defend this matter and prosecute its counterclaims. While the Company’s motion to dismiss was pending, the parties reached a settlement in principle and the court has issued a nisi order of dismissal. The parties have not yet competed the settlement agreement. If the parties are for any reason unable to do so, then the Company will continue vigorously to defend this matter and prosecute its counterclaims. Maryland Acquisition As previously disclosed in Note 3 – Acquisitions In November 2019, Kind commenced an action by filing a complaint against the Company in the Circuit Court for Washington County, MD captioned Kind Therapeutics USA, Inc. vs. MariMed, Inc., et al. (Case No. C-21-CV-19-000670) (the “Complaint”). The Complaint, as amended, alleges breach of contract, breach of fiduciary duty, unjust enrichment, intentional misrepresentation, rescission, civil conspiracy, and seeking an accounting and declaratory judgment and damages in excess of $ 75,000 . On November 15, 2019, the Company filed counterclaims against Kind and a third-party complaint against the members of Kind (Jennifer DiPietro, Susan Zimmerman, and Sophia Leonard-Burns) and William Tham (the “Counterclaims”). The Counterclaims, as amended, allege breach of contract with respect to each of the partnership/joint venture agreement, the MOU, the MSA, the Lease, and the Licensing and Manufacturing Agreement (“LMA”), unjust enrichment, promissory estoppel/detrimental reliance, fraud in the inducement, breach of fiduciary duty, and seeks reformation of the MSA, a declaratory judgment regarding enforceability of the partnership/joint venture arrangement and/or the MOU, specific performance of the parties’ various contracts, and the establishment of a constructive trust for the Company’s benefit. The Counterclaims also seek damages. At the time the Complaint and Counterclaims were filed, both parties, MariMed (including MariMed Holdings MD, LLC and MariMed Advisors Inc.) and Kind, brought motions for a temporary restraining order and a preliminary injunction. By Opinion and Order entered on November 21, 2019, the Court denied both parties motions for a temporary restraining order. In its opinion, the Court specifically noted that, contrary to Kind’s allegations, the MSA and the Lease “appear to be independent, valid and enforceable contracts.” A hearing on the parties’ cross-motions for preliminary injunction was held in September 2020 and November 2020. Also in November 2020, the Court granted the Company’s motion for summary judgment as to the Lease, determining that the Lease is valid and enforceable. Based on this ruling, the Company is seeking judgment at trial in the amount of approximately $ 5.4 In December 2020, the Court entered a Preliminary Injunction Order, accompanied by a Memorandum Opinion, denying Kind’s motion for a preliminary injunction (which Kind had withdrawn at the conclusion of the hearing) and granting the Company’s request for preliminary injunction. The Court determined that the Company is likely to succeed with respect to the validity and enforceability of the MSA and the LMA, that the Company would suffer substantial and irreparable harm without the preliminary injunction, and that the balance of convenience and public interest both warranted the issuance of a preliminary injunction in the Company’s favor. The Court ordered, inter alia, that the MSA and LMA are in effect pending judgment after trial on the merits, and that Kind and its members, and their attorneys, agents, employees, and representatives, are prohibited from (a) interfering with the Company’s duties and responsibilities under the MSA and (b) withdrawing funds, making any distribution, paying any loans, returning any capital, or making any payment towards a debt from any Kind bank or other financial account(s) without written consent of the Company or Order of the Court, thereby preserving the Company’s management of Kind’s operations and finances at least through the jury trial currently scheduled to begin on March 28, 2022. Further, the Court ordered Kind to pay management and licensing fees to the Company beginning January 1, 2021. Kind has noted an appeal of the Order to the Maryland Court of Special Appeals, which is pending; however, the preliminary injunction order remains in effect. In addition to the favorable rulings on the Lease, MSA, and LMA, the Company believes that its claims with respect to the 70%/30% partnership/joint venture agreement are meritorious. Further, the Company believes that Kind’s claims against the Company are without merit. On March 18, 2021, the Court issued an opinion and order on Kind’s motion for summary judgment finding that the MOU was not enforceable by the Company against Kind as a final binding agreement. The Company is evaluating an appeal of this ruling which under Maryland rules can only be pursued upon final judgment. In March 2021, the Kind parties filed motions to modify the preliminary injunction order or, alternatively, for direction from the Court based on Kind’s claim to have terminated the MSA. The Company has opposed both motions and has filed a petition for civil contempt against the Kind parties for interfering with the Company’s management of Kind. The motions and petition are pending, and the preliminary injunction remains in effect. The Company intends to aggressively prosecute and defend the action. Trial has been scheduled from March 28, 2022 to April 11, 2022. DiPietro Lawsuit In August 2020, Jennifer DiPietro, directly and derivatively on behalf of Mari Holdings MD LLC (“Mari-MD”) and Mia Development LLC (“Mia”), commenced a suit against the Company’s CEO, CFO, and wholly-owned subsidiary MariMed Advisors Inc. (“MMA”), in Suffolk Superior Court, Massachusetts. In this action, DiPietro, a party to prior ongoing litigation in Maryland involving the Company and Kind as discussed above, brings claims for breach of fiduciary duty, breach of contract, fraud in the inducement, aiding and abetting the alleged breach of fiduciary duty, and also seeks access to books and records and an accounting related to her investments in Mari-MD and Mia. DiPietro seeks unspecified money damages and rescission of her interest in Mari-MD, but not of her investment in Mia, which has provided substantial returns to her as a member. The Company has answered the complaint and MMA has moved for leave to file counterclaims against DiPietro on its own behalf and derivatively on behalf of Mari-MD for breach of her fiduciary duties to each of those entities, for tortious interference with Mari-MD’s lease and MMA’s management services agreement with Kind, and for breach of Mari-MD’s operating agreement. The Company believes that the allegations of the complaint are without merit and intends to defend the case vigorously. The Company’s counterclaim seeks monetary damages from DiPietro, including the Company’s legal fees in the Kind action. Bankruptcy Claim During 2019, the Company’s MMH subsidiary sold and delivered hemp seed inventory to GenCanna Global Inc., a Kentucky-based cultivator, producer, and distributor of hemp (“GenCanna”). At the time of sale, the Company owned a 33.5 29.0 In February 2020, GenCanna USA, GenCanna’s wholly-owned operating subsidiary, under pressure from certain of its creditors including MGG Investment Group LP, GenCanna’s senior lender (“MGG”), agreed to convert a previously-filed involuntary bankruptcy proceeding with the U.S. Bankruptcy Court in the Eastern District of Kentucky (the “Bankruptcy Court”) into a voluntary Chapter 11 proceeding. In addition, GenCanna and GenCanna USA’s subsidiary, Hemp Kentucky LLC (collectively with GenCanna and GenCanna USA, the “GenCanna Debtors”), filed voluntary petitions under Chapter 11 in the Bankruptcy Court. In May 2020, after an abbreviated solicitation/bid/sale process, the Bankruptcy Court, over numerous objections by creditors and shareholders of the GenCanna Debtors which included the Company, entered an order authorizing the sale of all or substantially all of the assets of the GenCanna Debtors to MGG. After the consummation of the sale of all or substantially all of their assets and business, the GenCanna Debtors n/k/a OGGUSA, Inc. and OGG, Inc. (the “OGGUSA Debtors”) filed their liquidating plan of reorganization (the “Liquidating Plan”) to collect various prepetition payments and commercial claims against third parties, liquidate the remaining assets of the ODDUSA Debtors, and make payments to creditors. The Company and the unsecured creditors committee filed objections to such Liquidating Plan, including opposition to the release of litigation against the OGGUSA Debtors’ senior lender, MGG, for lender liability, equitable subordination, and return of preference. As a part of such plan confirmation process, the OGGUSA Debtors filed various objections to proofs of claims filed by various creditors, including the proof of claim in the amount of approximately $ 33.6 31.0 Since the approval of the Liquidating Plan, the OGGUSA Debtors have been in the process of liquidating the remaining assets, negotiating and prosecuting objections to other creditors’ claims, and pursuing the collection of accounts receivable and Chapter 5 bankruptcy avoidance claims. As of the date of this filing, there is insufficient information as to what portion, if any, of the Company’s allowed claim will be paid upon the completion of the liquidation of the remaining assets of the OGGUSA Debtors. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS Amended Note Agreement In April 2021, the Company entered into a third amendment agreement with the Noteholder referred to in Note 10 – Debt 3.2 The $3.2M Note bears interest at a rate of 0.12% 0.35 On or after the one-year anniversary of the $3.2M Note, upon twenty days prior written notice to the Noteholder, the Company can prepay all of the outstanding principal and unpaid interest of the $3.2M Note, along with a prepayment premium equal to 10% of the principal amount being prepaid. The Noteholder shall remain entitled to convert the $3.2M Note during such notice period. On or after the one-year anniversary of the $3.2M Note, the Noteholder has the right to require the redemption in cash of up to $ 125,000 Equity Transactions In April 2021, the Company issued 6,877 shares of common stock previously subscribed in connection with the stock grant to an employee previously disclosed in Note 14 – Stockholders’ Equity five 590,000 0.74 25,000 shares of common stock were exercised at an exercise price of $ 0.30 per share, (iii) options to purchase 125,000 shares of common stock were exercised on a cashless basis, with the exercise price of $ 0.45 per share paid by the surrender of 72,115 shares of common stock, (iv) warrants to purchase 200,000 shares of common stock were exercised on a cashless basis, with the exercise price of $ 0.45 per share paid by the surrender of 88,235 shares of common stock, and (v) the Company issued 28,834 shares of common stock to satisfy a $ 21,000 obligation . Forward Looking Statements When used in this form 10-Q and in future filings by the Company with the Commission, the words or phrases such as “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward looking statements, each of which speak only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company has no obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different. These factors include, but are not limited to, changes that may occur to general economic and business conditions; changes in current pricing levels that we can charge for our services or which we pay to our suppliers and business partners; changes in political, social and economic conditions in the jurisdictions in which we operate; changes to laws and regulations that pertain to our products and operations; and increased competition. The following discussion should be read in conjunction with the unaudited financial statements and related notes which are included under Item 1 of this report. We do not undertake to update our forward-looking statements or risk factors to reflect future events or circumstances. Overview General MariMed Inc. (the “Company”) is a multi-state operator in the United States cannabis industry. The Company develops, operates, manages, and optimizes over 300,000 square feet of state-of-the-art, regulatory-compliant facilities for the cultivation, production and dispensing of medicinal and recreational cannabis. The Company also licenses its proprietary brands of cannabis and hemp-infused products, along with other top brands, in several domestic markets and overseas. Upon its entry into the cannabis industry in 2014, the Company was an advisory firm that procured state-issued cannabis licenses on behalf of its clients, developed cannabis facilities which it leased to these newly-licensed companies, and provided industry-leading expertise and oversight in all aspects of their cannabis operations. The Company also provided its clients with as ongoing regulatory, accounting, real estate, human resources, and administrative services. In 2018, the Company made the strategic decision to transition from a consulting business to a direct owner of cannabis licenses and operator of seed-to-sale operations (hereinafter referred to as the “Consolidation Plan”). The Consolidation Plan calls for the acquisition of its cannabis-licensed clients located in Delaware, Illinois, Maryland, Massachusetts, and Nevada. In addition, the Consolidation Plan includes the potential acquisition of a Rhode Island asset. All of these acquisitions are subject to state approval, and once consolidated, the entities will operate under the MariMed banner. To date, acquisitions of the licensed businesses in Massachusetts and Illinois have been completed and establish the Company as a fully integrated seed-to-sale multi-state operator. The acquisitions of the remaining entities located in Maryland, Nevada, and Delaware are at various stages of completion and subject to each state’s laws governing the ownership transfer of cannabis licenses, which in the case of Delaware requires a modification of current cannabis ownership laws to permit for-profit ownership. Meanwhile, the Company continues to expand these businesses and maximize the Company’s revenue from rental income, management fees, and licensing royalties. A goal in completing this transition from a consulting business to a direct owner of cannabis licenses and operator of seed-to-sale operations is to present a simpler, more transparent financial picture of the full breadth of the Company’s efforts, with a clearer representation of the revenues, earnings, and other financial metrics the Company has generated for its clients. The Company has played a key role in the successes of these entities, from the securing of their cannabis licenses, to the development of facilities that are models of excellence, to providing operational and corporate guidance. Accordingly, the Company believes it is well suited to own these facilities and manage the continuing growth of their operations. The Company has also created its own brands of cannabis flower, concentrates, and precision-dosed products utilizing proprietary strains and formulations. These products are developed by the Company in cooperation with state-licensed operators who meet the Company’s strict standards, including all natural—not artificial or synthetic—ingredients. The Company licenses its brands and product formulations only to certified manufacturing professionals who follow state cannabis laws and adhere to the Company’s precise scientific formulations and trademarked product recipes. The Company’s proprietary cannabis genetics produce flowers and concentrates under the brand name Nature’s Heritage™, and cannabis-infused products under the brand names Kalm Fusion®, in the form of chewable tablets and drink powder mixes, and the award-winning 1 2 The Company also has exclusive sublicensing rights in certain states to distribute the Binske® line of cannabis products crafted from premium artisan ingredients, the Healer™ line of medical full-spectrum cannabis tinctures, and the clinically tested medicinal cannabis strains developed in Israel by global medical cannabis research pioneer Tikun Olam™. The Company intends to continue licensing and distributing its brands as well as other top brands in the Company’s current markets and in additional legal markets worldwide. In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The spread of the virus in the United States and the measures implemented to contain it—including business shutdowns, indoor capacity restrictions, social distancing, and diminished travel—have negatively impacted the economy and have created significant volatility and disruption in financial markets. Consequently, the Company’s implementation of its aforementioned Consolidation Plan has been delayed. Additionally, while the cannabis industry has been deemed an essential business, and is not expected to suffer severe declines in revenue, the Company’s business, operations, financial condition, and liquidity have been impacted, as further discussed in this report. 1 2 Revenues The Company’s revenues are primarily comprised of the following categories: ● Product Sales – direct sales of cannabis and cannabis-infused products by the Company’s dispensary and wholesale operations in Massachusetts and Illinois, and sales of hemp and hemp-infused products. An increase in product sales is expected from the Company’s planned cannabis-licensee acquisitions in Maryland, Nevada, and Delaware (upon this state’s amendment to permit for-profit ownership of cannabis entities). ● Real Estate – rental income and additional rental fees generated from leasing of the Company’s state-of-the-art, regulatory-compliant cannabis facilities to its cannabis-licensed clients. ● Management – fees for providing the Company’s cannabis clients with comprehensive oversight of their cannabis cultivation, production, and dispensary operations. Along with this oversight, the Company provides human resources, regulatory, marketing, and other corporate services. ● 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. ● Licensing – royalties from the licensed distribution of the Company’s branded products including Kalm Fusion® and Betty’s Eddies®, and from sublicensing of contracted brands including Healer and Tikun Olam, to regulated dispensaries throughout the United States and Puerto Rico. Expenses The Company classifies its expenses into three general categories: ● Cost of Revenues – the direct costs associated with the generation of the Company’s revenues. ● Operating Expenses – comprised of the sub-categories of personnel, marketing and promotion, general and administrative, and bad debts. ● Non-operating Income and Expenses – comprised of the sub-categories of interest expense, interest income, losses on debt settlements, and changes in the fair value of non-consolidated investments. Liquidity and Capital Resources The Company produced significant improvements to its liquidity in the reported periods: ● Cash and cash equivalents increased four-fold to approximately $12.3 million at March 31, 2021, from approximately $3.0 million at December 31, 2020. ● Working capital increased to approximately $17.1 million at March 31, 2021 from a working capital deficit of approximately $2.2 million at December 31, 2020, a positive swing of approximately $19.3 million. ● In the three months ended March 31, 2021, the Company’s operating activities provided positive cash flow of approximately $6.8 million, compared to approximately $407,000 of negative cash flow used in such activities in the same period in 2020, an increase of approximately $7.2 million. The aforementioned improvements to were primarily the result of (i) increases in revenues and profitability generated by the Company’s cannabis operations in the states of Illinois and Massachusetts, acquired as part of the Company’s Consolidation Plan to transition from a consulting business to a direct owner of cannabis licenses and operator of see-to-sale operations, and (ii) $23.0 million of gross proceeds raised by the Company under a financing facility of up to $46.0 million pursuant to a securities purchase agreement with Hadron Healthcare Master Fund (“Hadron”) in exchange for newly-designated Series C convertible preferred stock and warrants. Additionally, the section below entitled Non-GAAP Measurement Operating Activities Net cash provided by operating activities in the three months ended March 31, 2021 approximated $6.8 million, compared to net cash used in operating activities of approximately $407,000 in the same period in 2020. The year-over-year improvement was primarily attributable to the increase in cannabis-derived profits generated by the acquired operations in Illinois and Massachusetts. Investing Activities Net cash used in investing activities in the three months ended March 31, 2021 approximated $2.9 million, compared to approximately $1.4 million in the same period in 2020. The increase was due to additional purchases of fixed assets and amounts paid to renew cannabis licenses. Financing Activities Net cash provided by financing activities in the three months ended March 31, 2021 approximated $5.4 million, compared to approximately $2.9 million in the same period in 2020. The increase is primarily due to the $23.0 million of proceeds from the aforementioned Hadron transaction, offset by the paydown of debt and obligations of approximately $17.1 million. The remaining proceeds from the Hadron transaction will fund construction and upgrades of certain of the Company’s owned and managed facilities. The balance of the committed facility of up to an additional $23.0 million is intended to fund the Company’s specific targeted acquisitions provided such acquisitions are contracted in 2021 and consummated, including obtaining the necessary regulatory approvals, no later than the end of 2022. Results of Operations Three months ended March 31, 2021 compared to three months ended March 31, 2020 Revenues in the three months ended March 31, 2021 approximated $24.6 million compared to approximately $7.5 million in the same period in 2020, an increase of approximately $17.2 million or 230.1%. The year-over-year increase was primarily due to the four-fold growth of cannabis sales to approximately $20.9 million in the current period, compared to approximately $4.2 million from the same period a year ago. This growth was attributable to approximately (i) $5.4 million generated in the current period by the Company’s cultivation and production facility in New Bedford, MA; this location had completed in first harvest at the end of the prior period and commenced full scale selling operations after the end of such quarter, (ii) $3.8 million generated in the current period from the Company’s dispensary in Mt. Vernon, IL in the current period, which was not yet operational in the previous period, (iii) a $3.9 million increase in revenue generated in the current period from the Company’s dispensaries in Anna, IL and Harrisburg, IL due to 55% and 70% increases, respectively, in recreational customer visits year-over-year, and (iv) a $3.5 million increase in revenue generated from the Company’s Middleboro, MA dispensary which commenced recreational sales in the third quarter of 2020 and also saw a six-fold increase in medical customers. The year-over-year increase in revenues was also the result of continued improvement across all revenue categories, primarily from increased business with the Company’s clients in Delaware and Maryland. Cost of revenues in the three months ended March 31, 2021 approximated $11.5 million compared to approximately $2.6 million in the same period in 2020, an increase of approximately $8.9 million. The year-over-year variance was primarily attributable to the higher level of revenues. As a percentage of revenues, these costs increased to 46.5% in the three months ended March 31, 2021 from 34.8% in the same period in 2020, primarily due to the change in the relative mix of revenue categories in each period. Specifically, in the three months ended March 31, 2021, (a) 85.0% of revenues were comprised of product sales, which historically have had corresponding costs of revenue of approximately 50.0%, and (b) 7.3% of revenues were comprised of real estate revenue, which have no corresponding cost of revenue. This compares to revenues in the same period in 2020 that were comprised of (x) 56.7% of product sales and (y) 26.4% of real estate revenues. While the cost rate is higher for product sales, the level of product sales able to be generated by the Company is several multiples higher than the level of real estate revenue able to be generated, resulting in significantly higher margin dollars and profitability to be generated by the Company. As a result of the foregoing, gross profit approximated $13.2 million, or 53.5% of revenues in the three months ended March 31, 2021, from approximately $4.9 million, or 62.5% of revenues in the same period in 2020. Personnel expenses increased to approximately $1.7 million in the three months ended March 31, 2021 from approximately $1.5 million in the same period in 2020. The increase was primarily due to the hiring of additional staff to support (i) higher levels of revenue, and (ii) the Company’s expansion into a direct owner and operator of seed-to-sale cannabis businesses. As a percentage of revenues personnel expenses dropped significantly to 7.0% in the three months ended March 31, 2021 from 20.3% in the same period in 2020. Marketing and promotion costs increased to approximately $224,000 in the three months ended March 31, 2021 from approximately $112,000 in the same period in 2020, primarily from increased spending on public relations and related expenses. As a percentage of revenues, these costs fell to 0.9% in the three months ended March 31, 2021 from 1.5% in the same period in 2020. General and administrative costs increased to approximately $3.2 million in the three months ended March 31, 2021 from approximately $2.2 million in the same period in 2020. This increase is primarily due to increased legal costs associated with the Company’s legal proceedings, coupled with higher facility costs on additional properties in service in 2021. As a percentage of revenues, these costs fell significantly to 12.9% in the three months ended March 31, 2021 from 29.9% in the same period in 2020. Bad debt expense approximated $1.0 million in the three months ended March 31, 2021 compared to zero bad debt expense in the same period in 2020. The current period amount reflects a reserve of approximately $1.0 million recorded against aging receivable balances. As a result of the foregoing, the Company generated operating income of approximately $7.0 million in the three months ended March 31, 2021 compared to approximately $1.0 million in the same period in 2020. Net non-operating expenses decreased to approximately $1.5 million in the three months ended March 31, 2021 from approximately $3.3 million in the same period in 2020. The decrease is primarily due to an approximate $1.2 million reduction of interest expense from lower levels of outstanding debt, and an approximate $640,000 smaller decline in the fair value of investments. As a result of the foregoing, the Company generated income before income taxes of approximately $5.5 million in the three months ended March 31, 2021, compared to a loss before income taxes of approximately $2.3 million in the same period in 2020. After a tax provision of approximately $1.2 million in the three months ended March 31, 2021 and approximately $13,000 in the same period in 2020, net income approximated $4.3 million in the current period, compared to a net loss of approximately $2.3 million in the prior period, a positive swing of approximately $6.6 million. Non-GAAP Measurement In addition to the financial information reflected this report, which is prepared in accordance with GAAP, the Company is providing an additional financial measure not defined by GAAP – EBITDA Management defines EBITDA as net income (loss) before interest, income taxes, depreciation, and amortization. Management believes EBITDA is a useful measure to assess the performance and liquidity of the Company as it provides meaningful operating results by excluding the effects of expenses that are not reflective of its operating business performance. In addition, the Company’s management uses EBITDA to understand and compare operating results across accounting periods, and for financial and operational decision making. The presentation of EBITDA is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. Management believes that investors and analysts benefit from considering EBITDA in assessing the Company’s financial results and its ongoing business as it allows for meaningful comparisons and analysis of trends in the business. EBITDA is used by many investors and analysts themselves, along with other metrics, to compare financial results across accounting periods and to those of peer companies. As there are no standardized methods of calculating non-GAAP measurements, the Company’s calculations may differ from those used by others, and accordingly, and therefore may not be directly comparable to similarly titled measures used by others. Reconciliation of Net Income (Loss) to EBITDA (a Non-GAAP Measurement) The table below reconciles Net Income (Loss) to EBITDA three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (Unaudited) Net income (loss) $ 4,310,026 $ (2,337,716 ) Interest expense, net 1,477,994 2,645,114 Income taxes 1,203,797 12,926 Depreciation and amortization 639,725 563,170 EBITDA 7,631,542 883,494 2021 Plans For the balance of 2021, the Company’s focus will to be on the following key areas: 1) Subject to the applicable state approvals, continue the execution of its Consolidation Plan. 2) Identify and open two new dispensary locations in Massachusetts that can service both the medical and adult-use marketplaces. 3) Increase sales and profits in Delaware by expanding cultivation and processing facilities. 4) Complete the acquisition of Maryland, subject to resolution of the outstanding litigation, and proceed with a plan to expand the cultivation and processing facilities as well as adding a dispensary location. 5) Drive licensing fees through the expansion of the Company’s Nature’s Heritage™ branded flower and popular infused-product brands Betty’s Eddies® and Kalm Fusion® into the Company’s owned and managed facilities, and with strategic partners into additional markets. Expand the exclusively licensed Tropizen® and Binske® brands. 6) Identify acquisition opportunities in other states. No assurances can be given that any of these plans will come to fruition or that if implemented will necessarily yield positive results. Subsequent Events Please refer to Note 20 – Subsequent Events The issuance of the shares of common stock described in Note 20 – Subsequent Events Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues, or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Inflation In the opinion of management, inflation has not had a material effect on the Company’s financial condition or results of its operations. Seasonality In the opinion of management, the Company’s financial condition and results of its operations are not materially impacted by seasonal sales. The Company is a “smaller reporting company” as defined by Regulation S-K and, as such, is not required to provide the information contained in this item pursuant to Regulation S-K. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2021 (the “Evaluation Date”). Based upon that evaluation, the chief executive officer and the chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) are accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting During the past fiscal years, we implemented significant measures to remediate the previously disclosed ineffectiveness of our internal control over financial reporting, which included an insufficient degree of segregation of duties amongst our accounting and financial reporting personnel, and the lack of a formalized and complete set of policy and procedure documentation evidencing our system of internal controls over financial reporting. The remediation measures consisted of the engagement of accounting consultants as needed to provide expertise on specific areas of the accounting guidance, the continued hiring of individuals with appropriate experience in internal controls over financial reporting, and the modification of our accounting processes and enhancement to our financial controls, including the testing of such controls. Other than as described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred during the three months ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Terminated Employment Agreement In July 2019, Thomas Kidrin, the former chief executive officer and a former director of the Company, filed a complaint in the Massachusetts Superior Court, Suffolk County, captioned Thomas Kidrin v. MariMed Inc., et. al., Civil Action No. 19-2173D. In the complaint, Mr. Kidrin alleges that the Company failed to pay all wages owed to him and breached his employment agreement, dated August 30, 2012, and requests multiple damages, attorney fees, costs, and interest. The Company has moved to dismiss certain counts of the complaint and has asserted counterclaims against Mr. Kidrin alleging breach of contract, breach of fiduciary duty, money had and received, and unjust enrichment. The Company believes that the allegations in the complaint are without merit and intends to vigorously defend this matter and prosecute its counterclaims. While the Company’s motion to dismiss was pending, the parties reached a settlement in principle and the court has issued a nisi Maryland Acquisition In November 2019, Kind commenced an action by filing a complaint against the Company in the Circuit Court for Washington County, MD captioned Kind Therapeutics USA, Inc. vs. MariMed, Inc., et al. (Case No. C-21-CV-19-000670) (the “Complaint”). The Complaint, as amended, alleges breach of contract, breach of fiduciary duty, unjust enrichment, intentional misrepresentation, rescission, civil conspiracy, and seeking an accounting and declaratory judgment and damages in excess of $75,000. On November 15, 2019, the Company filed counterclaims against Kind and a third-party complaint against the members of Kind (Jennifer DiPietro, Susan Zimmerman, and Sophia Leonard-Burns) and William Tham (the “Counterclaims”). The Counterclaims, as amended, allege breach of contract with respect to each of the partnership/joint venture agreement, the MOU, the MSA, the Lease, and the Licensing and Manufacturing Agreement (“LMA”), unjust enrichment, promissory estoppel/detrimental reliance, fraud in the inducement, breach of fiduciary duty, and seeks reformation of the MSA, a declaratory judgment regarding enforceability of the partnership/joint venture arrangement and/or the MOU, specific performance of the parties’ various contracts, and the establishment of a constructive trust for the Company’s benefit. The Counterclaims also seek damages. At the time the Complaint and Counterclaims were filed, both parties, MariMed (including MariMed Holdings MD, LLC and MariMed Advisors Inc.) and Kind, brought motions for a temporary restraining order and a preliminary injunction. By Opinion and Order entered on November 21, 2019, the Court denied both parties motions for a temporary restraining order. In its opinion, the Court specifically noted that, contrary to Kind’s allegations, the MSA and the Lease “appear to be independent, valid and enforceable contracts.” A hearing on the parties’ cross-motions for preliminary injunction was held in September 2020 and November 2020. Also in November 2020, the Court granted the Company’s motion for summary judgment as to the Lease, determining that the Lease is valid and enforceable. Based on this ruling, the Company is seeking judgment at trial in the amount of approximately $5.4 million for past due rent and expenses owed by Kind under the Lease. In December 2020, the Court entered a Preliminary Injunction Order, accompanied by a Memorandum Opinion, denying Kind’s motion for a preliminary injunction (which Kind had withdrawn at the conclusion of the hearing) and granting the Company’s request for preliminary injunction. The Court determined that the Company is likely to succeed with respect to the validity and enforceability of the MSA and the LMA, that the Company would suffer substantial and irreparable harm without the preliminary injunction, and that the balance of convenience and public interest both warranted the issuance of a preliminary injunction in the Company’s favor. The Court ordered, inter alia, that the MSA and LMA are in effect pending judgment after trial on the merits, and that Kind and its members, and their attorneys, agents, employees, and representatives, are prohibited from (a) interfering with the Company’s duties and responsibilities under the MSA and (b) withdrawing funds, making any distribution, paying any loans, returning any capital, or making any payment towards a debt from any Kind bank or other financial account(s) without written consent of the Company or Order of the Court, thereby preserving the Company’s management of Kind’s operations and finances at least through the jury trial currently scheduled to begin on March 28, 2022. Further, the Court ordered Kind to pay management and licensing fees to the Company beginning January 1, 2021. Kind has noted an appeal of the Order to the Maryland Court of Special Appeals, which is pending; however, the preliminary injunction order remains in effect. In addition to the favorable rulings on the Lease, MSA, and LMA, the Company believes that its claims with respect to the partnership/joint venture agreement are meritorious. Further, the Company believes that Kind’s claims against the Company are without merit. On March 18, 2021, the Court issued an opinion and order on Kind’s motion for summary judgment finding that the MOU was not enforceable by the Company against Kind as a final binding agreement. The Company is evaluating an appeal of this ruling which under Maryland rules can only be pursued upon final judgment. In March 2021, the Kind parties filed motions to modify the preliminary injunction order or, alternatively, for direction from the Court based on Kind’s claim to have terminated the MSA. The Company has opposed both motions and has filed a petition for civil contempt against the Kind parties for interfering with the Company’s management of Kind. The motions and petition are pending, and the preliminary injunction remains in effect. The Company intends to aggressively prosecute and defend the action. Trial has been scheduled from March 28, 2022 to April 11, 2022. DiPietro Lawsuit In August 2020, Jennifer DiPietro, directly and derivatively on behalf of Mari Holdings MD LLC (“Mari-MD”) and Mia Development LLC (“Mia”), commenced an action against the Company’s CEO, CFO, and wholly-owned subsidiary MariMed Advisors Inc. (“MMA”), in Suffolk Superior Court, Massachusetts (C.A. No. 20-1865). In this action, DiPietro, a party to prior ongoing litigation in Maryland involving the Company and Kind as discussed above, asserts claims for breach of fiduciary duty, breach of contract, fraud in the inducement, aiding and abetting the alleged breach of fiduciary duty, seeks access to books and records, and an accounting related to her investments in Mari-MD and Mia. DiPietro seeks unspecified monetary damages and rescission of her interest in Mari-MD, but not of her investment in Mia, which has provided substantial returns to her as a member. The Company has answered the |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, interim financial statements are not required to contain all of the disclosures normally required in annual financial statements. In addition, the results of operations of interim periods may not necessarily be 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 most recent audited annual financial statements and accompanying notes for the year ended December 31, 2020. 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: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage MariMed Advisors Inc. 100.0% Mia Development LLC 89.5% Mari Holdings IL LLC 100.0% Mari Holdings MD LLC 97.4% Mari Holdings NV LLC 100.0% Mari Holdings Metropolis LLC 100.0% Mari Holdings Mt. Vernon LLC 100.0% Hartwell Realty Holdings LLC 100.0% iRollie LLC 100.0% ARL Healthcare Inc. 100.0% KPG of Anna LLC 100.0% KPG of Harrisburg LLC 100.0% MariMed Hemp Inc. 100.0% MediTaurus LLC 70.0% 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 maintained a reserve of approximately $ 40.9 million and $ 40.0 million at March 31, 2021 and December 31, 2020, respectively. Please refer to Note 17 – Bad Debts |
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 allocates a certain percentage of overhead cost to its manufactured inventory; such allocation is based on square footage and other industry-standard criteria. The Company reviews physical inventory for obsolescence and/or excess and will record a write-down if necessary. |
Investments | Investments Investments are comprised of equity holdings in private companies. These investments are recorded at fair value on the Company’s consolidated balance sheet, with changes to fair value included in income. Investments are evaluated for permanent impairment and are written down if such impairments are deemed to have occurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with 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 Company’s main sources of revenue are comprised of the following: ● Product Sales – direct sales of cannabis and cannabis-infused products by the Company’s dispensary and wholesale operations in Massachusetts and Illinois, and sales of hemp and hemp-infused products. An increase in product sales is expected from the Company’s planned cannabis-licensee acquisitions in Maryland, Nevada, and Delaware (upon this state’s amendment to permit for-profit ownership of cannabis entities). This revenue is recognized when products are delivered or at retail points-of-sale. ● Real Estate – rental income and additional rental fees generated from leasing of the Company’s state-of-the-art, regulatory-compliant cannabis facilities to its cannabis-licensed clients. 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 specified amounts. ● Management – fees for providing the Company’s cannabis clients with comprehensive 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 delivery and acceptance of goods by the purchaser. ● Licensing – royalties from the licensed distribution of the Company’s branded products including Kalm Fusion® and Betty’s Eddies®, and from sublicensing of contracted brands including Healer and Tikun Olam, to regulated dispensaries throughout the United States and Puerto Rico. The recognition of this revenue occurs when the 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, forty years the remaining duration of the related lease seven ten years ten years 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 from the undiscounted future cash flows of such asset over the anticipated holding period. An impairment loss is measured by the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses are based on management’s current plans, asset holding periods, and currently available market information. 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, 2021 and 2020, based on the results of management’s impairment analyses, there were no |
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 on the consolidated balance sheet representing the rights and obligations created by operating leases that extend more than twelve months in which the Company is the lessee. 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 using 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. The following table summarizes the range of inputs used by the Company during the three months ended March 31, 2021 and 2020: SCHEDULE OF ASSUMPTIONS USED 2021 2020 Life of instrument 3.0 5.0 3.0 Volatility factors 1.230 1.266 1.059 Risk-free interest rates 0.36% 0.85% 1.30% Dividend yield 0% 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 | 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 | Income Taxes The Company uses the asset and liability method to account 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 |
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, 2021 and 2020, there were potentially dilutive securities convertible into shares of common stock comprised of (i) stock options – convertible into 11,017,750 6,241,250 32,282,708 11,960,107 4,908,333 31,081,080 zero zero 79,324,861 10,705,513 1,464,435 For the three months ended March 31, 2021, the aforementioned potentially dilutive securities increased the number of weighted average common shares outstanding on a diluted basis by 35,613,671 million shares, determined in accordance with ASC 260, which are included in the calculation of diluted net income per share for this period. For the three months ended March 31, 2020, the 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 calculations, resulting in identical basic and fully diluted net income per share for that period. |
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, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage MariMed Advisors Inc. 100.0% Mia Development LLC 89.5% Mari Holdings IL LLC 100.0% Mari Holdings MD LLC 97.4% Mari Holdings NV LLC 100.0% Mari Holdings Metropolis LLC 100.0% Mari Holdings Mt. Vernon LLC 100.0% Hartwell Realty Holdings LLC 100.0% iRollie LLC 100.0% ARL Healthcare Inc. 100.0% KPG of Anna LLC 100.0% KPG of Harrisburg LLC 100.0% MariMed Hemp Inc. 100.0% MediTaurus LLC 70.0% |
SCHEDULE OF ASSUMPTIONS USED | SCHEDULE OF ASSUMPTIONS USED 2021 2020 Life of instrument 3.0 5.0 3.0 Volatility factors 1.230 1.266 1.059 Risk-free interest rates 0.36% 0.85% 1.30% Dividend yield 0% 0% |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
MediTaurus LLC [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION | The acquisition was accounted for in accordance with ASC 10. The following table summarizes the allocation, adjusted in September 2019, of the purchase price to the fair value of the assets acquired and liabilities assumed on the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION Cash and cash equivalents $ 64,196 Accounts receivable 5,362 Inventory 519,750 Goodwill 2,662,669 Accounts payable (777 ) Total value of MediTaurus 3,251,200 Noncontrolling interests in MediTaurus (975,360 ) Total fair value of consideration $ 2,275,840 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Investments [Abstract] | |
SCHEDULE OF INVESTMENTS | At March 31, 2021 and December 31, 2020, the Company’s investments were comprised of the following: SCHEDULE OF INVESTMENTS March 31, December 31, Current investments: Flowr Corp. (formerly Terrace Inc.) $ 1,312,028 $ 1,357,193 Non-current investments: MembersRSVP LLC 1,165,788 1,165,788 Total investments $ 2,477,816 $ 2,522,981 |
DEFERRED RENTS RECEIVABLE (Tabl
DEFERRED RENTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Rents Receivable | |
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, 2021 were: SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES 2021 2021 $ 3,593,589 2022 4,712,200 2023 4,417,620 2024 4,476,205 2025 4,543,917 Thereafter 39,589,047 Total $ 61,332,578 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
SCHEDULE OF NOTES RECEIVABLE | At March 31, 2021 and December 31, 2020, notes receivable, including accrued interest, consisted of the following: SCHEDULE OF NOTES RECEIVABLE March 31, December 31, First State Compassion Center $ 453,248 $ 468,985 Healer LLC 879,640 899,226 High Fidelity Inc. 254,919 254,919 Total notes receivable 1,587,807 1,623,130 Notes receivable, current portion 374,978 658,122 Notes receivable, less current portion $ 1,212,829 $ 965,008 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | At March 31, 2021 and December 31, 2020, inventory was comprised of the following: SCHEDULE OF INVENTORY March 31, December 31, Plants $ 3,713,877 $ 3,352,425 Ingredients and other raw materials 234,826 176,338 Work-in-process 424,435 468,377 Finished goods 3,081,190 2,833,431 Total inventory $ 7,454,328 $ 6,830,571 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At March 31, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, Land $ 3,988,810 $ 3,988,810 Buildings and building improvements 29,447,594 29,309,856 Tenant improvements 8,825,911 8,844,974 Furniture and fixtures 671,986 619,880 Machinery and equipment 5,111,005 4,620,924 Construction in progress 4,788,041 3,140,807 52,833,347 50,525,251 Less: accumulated depreciation (5,342,972 ) (4,888,722 ) Property and equipment, net $ 47,490,375 $ 45,636,529 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MORTGAGES PAYABLE | At March 31, 2021 and December 31, 2020, mortgage balances, including accrued interest, were comprised of the following: SCHEDULE OF MORTGAGES PAYABLE March 31, December 31, Bank of New England – Massachusetts properties $ 12,749,474 $ 12,834,090 Bank of New England – Delaware property 1,547,757 1,575,658 DuQuoin State Bank – Illinois properties 806,980 814,749 South Porte Bank – Illinois property 894,587 906,653 Total mortgages payable 15,998,798 16,131,150 Mortgages payable, current portion (1,382,411 ) (1,387,014 ) Mortgages payable, less current portion $ 14,616,387 $ 14,744,136 |
SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING | SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING 2021 $ 1,270,010 2022 516,481 2023 3,761,529 2024 582,894 2025 623,170 Thereafter 12,497,810 Total 19,251,894 Less discounts (12,268 ) $ 19,239,626 |
DEBENTURES PAYABLE (Tables)
DEBENTURES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debentures Payable | |
SCHEDULE OF DEBENTURE TRANSACTION | SCHEDULE OF DEBENTURE TRANSACTION Issue Maturity Initial Interest Issue Warrant Beneficial Conversion Converted 10/17/18 10/16/20 $ 5,000,000 6.0% 1.0% $ 457,966 $ 1,554,389 $ 5,000,000 11/07/18 11/06/20 5,000,000 6.0% 1.0% 599,867 4,015,515 5,000,000 05/08/19 05/07/21 5,000,000 6.0% 1.0% 783,701 2,537,235 5,000,000 06/28/19 06/27/21 2,500,000 0.0% 7.0% 145,022 847,745 2,500,000 08/20/19 08/19/21 2,500,000 0.0% 7.0% 219,333 850,489 2,500,000 02/21/20 02/20/21 1,000,000 6.5% 6.5% 28,021 379,183 1,000,000 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE | Stock options outstanding and exercisable as of March 31, 2021 were: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Shares Under Option Exercise Price Outstanding Exercisable Remaining Life $0.140 160,000 40,000 4.28 $0.149 500,000 500,000 4.76 $0.169 200,000 200,000 4.62 $0.210 70,000 50,000 4.65 $0.225 2,000,000 875,000 4.61 $0.250 20,000 15,000 4.17 $0.250 50,000 - 4.57 $0.250 800,000 200,000 4.62 $0.250 80,000 40,000 4.65 $0.250 50,000 50,000 3.92 $0.300 554,500 277,250 4.00 $0.417 900,000 900,000 3.74 $0.450 125,000 125,000 0.51 $0.505 100,000 - 4.76 $0.505 800,000 - 4.78 $0.590 15,000 15,000 3.69 $0.630 300,000 300,000 0.75 $0.770 200,000 200,000 1.75 $0.830 287,000 71,750 4.98 $0.890 10,000 - 4.81 $0.892 40,000 - 4.81 $0.895 25,000 - 4.82 $0.900 50,000 50,000 2.11 $0.910 50,000 50,000 1.56 $0.950 50,000 50,000 1.75 $0.992 300,000 300,000 3.49 $1.000 125,000 125,000 3.59 $1.350 100,000 75,000 2.33 $1.950 375,000 375,000 2.25 $2.320 100,000 100,000 2.45 $2.450 2,000,000 2,000,000 1.73 $2.500 100,000 100,000 2.41 $2.650 200,000 200,000 2.48 $2.850 56,250 56,250 1.70 $2.850 100,000 100,000 2.70 $3.000 25,000 25,000 2.71 $3.725 100,000 100,000 2.69 11,017,750 7,565,250 |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES | For the three months ended March 31, 2021 and 2020, the Company’s revenues were comprised of the following major categories: SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES 2021 2020 Product sales $ 20,949,092 $ 4,232,828 Real estate 1,808,799 1,973,098 Management 895,703 429,632 Supply procurement 519,504 430,134 Licensing 469,466 400,327 Total revenues $ 24,642,564 $ 7,466,019 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | The components of lease expense for the three months ended March 31, 2021 were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE 2021 Operating lease cost $ 266,580 Finance lease cost: Amortization of right-of-use assets $ 8,171 Interest on lease liabilities 1,504 Total finance lease cost $ 9,675 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON-CANCELABLE OPERATING LEASES | Future minimum lease payments as of March 31, 2021 under all non-cancelable leases having an initial or remaining term of more than one year were: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON-CANCELABLE OPERATING LEASES Operating Finance 2021 $ 845,987 $ 28,809 2022 1,071,079 27,123 2023 1,035,017 23,201 2024 963,589 3,229 2025 936,947 - Thereafter 3,468,041 - Total lease payments 8,320,660 $ 82,362 Less: imputed interest (2,177,632 ) (7,560 ) $ 6,143,028 $ 74,802 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | Mar. 31, 2021ft² |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Area of land | 300,000 |
SCHEDULE OF MAJORITY OWNED SUBS
SCHEDULE OF MAJORITY OWNED SUBSIDIARIES (Details) | Mar. 31, 2021 |
MariMed Advisors Inc. [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
Mia Development LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 89.50% |
Mari Holdings IL LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
Mari Holdings MD LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 97.40% |
Mari Holdings NV LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
Mari Holdings Metropolis LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
Mari Holdings Vernon L L C [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
Hartwell Realty Holdings LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
iRollie LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
ARL Healthcare Inc. [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
KPG of Anna LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
KPG of Harrisburg LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
MariMed Hemp Inc. [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 100.00% |
MediTaurus LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage owned | 70.00% |
SCHEDULE OF ASSUMPTIONS USED (D
SCHEDULE OF ASSUMPTIONS USED (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, volatility factor | $ 1.059 | |
Fair value assumptions, measurement input, risk free interest rates | 1.30% | |
Debt instrument, measurement input | 0 | 0 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, volatility factor | $ 1.230 | |
Fair value assumptions, measurement input, risk free interest rates | 0.36% | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, volatility factor | $ 1.266 | |
Fair value assumptions, measurement input, risk free interest rates | 0.85% | |
Measurement Input, Expected Term [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, term | 3 years | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, term | 3 years | |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, term | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Share-based Payment Arrangement, Option [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 11,017,750 | 6,241,250 | |
Warrant [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 32,282,708 | 11,960,107 | |
Series B Preferred Stocks [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 4,908,333 | 4,908,333 | |
Series C Preferred Stocks [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 31,081,080 | 0 | |
Convertible Debt Securities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 0 | 79,324,861 | |
Promissory Notes [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 10,705,513 | 1,464,435 | |
Common Stocks [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 35,613,671 | ||
Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life, description | forty years | ||
Tenant Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life, description | the remaining duration of the related lease | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life, description | seven | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life, description | ten years | ||
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life, description | ten years | ||
Accounts Receivable [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Bad Debt Reserve, Tax Purpose of Qualified Lender | $ 40,900,000 | $ 40,000,000 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION (Details) - MediTaurus LLC [Member] | May 31, 2019USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 64,196 |
Accounts receivable | 5,362 |
Inventory | 519,750 |
Goodwill | 2,662,669 |
Accounts payable | (777) |
Total value of MediTaurus | 3,251,200 |
Noncontrolling interests in MediTaurus | (975,360) |
Total fair value of consideration | $ 2,275,840 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) | Jun. 02, 2019USD ($)shares | Aug. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)ft²shares | Apr. 30, 2021 | Mar. 31, 2021ft² | Oct. 31, 2019ft² | Dec. 21, 2018 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||
Area of land | ft² | 300,000 | |||||||
Members Kind Therapeutics USA Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity onwership percentage | 30.00% | |||||||
The Harvest Foundation LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of interests acquired in business acquisition | 100.00% | |||||||
The Harvest Foundation LLC [Member] | Two Owners [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Sale of stock, shares | shares | 1,000,000 | |||||||
Sale of stock, value | $ 1,200,000 | |||||||
Warrants to purchase shares | shares | 400,000 | |||||||
Kind Therapeutics USA Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of interests acquired in business acquisition | 100.00% | |||||||
Equity onwership percentage | 70.00% | |||||||
Payment for business acquisition | $ 6,300,000 | |||||||
Stock issued during period, shares, acquisitions | shares | 2,500,000 | |||||||
Lessor, Operating Lease, Term of Contract | 20 years | |||||||
Area of land | ft² | 180,000 | |||||||
Kind Therapeutics USA Inc. [Member] | Anne Arundel County, MD [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of land | ft² | 9,000 | |||||||
MediTaurus LLC [Member] | Purchase Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of interests acquired in business acquisition | 70.00% | |||||||
Payment for business acquisition | $ 2,800,000 | |||||||
Stock issued during period, shares, acquisitions | shares | 520,000 | |||||||
Cash used for acquisition | $ 720,000 | |||||||
Stock issued during period acquisitions, value | $ 2,080,000 | |||||||
MediTaurus LLC [Member] | Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of interests acquired in business acquisition | 30.00% |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2018 |
Schedule of Investments [Line Items] | ||||
Total investments | $ 2,477,816 | $ 2,522,981 | ||
MembersRSVP LLC [Member] | ||||
Schedule of Investments [Line Items] | ||||
Non-current investments | 1,165,788 | 1,165,788 | ||
Total investments | 1,166,000 | $ 1,166,000 | $ 300,000 | |
Flowr Corp. (Formerly Terrace Inc.) [Member] | ||||
Schedule of Investments [Line Items] | ||||
Current investments | $ 1,312,028 | $ 1,357,193 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Investments | $ 2,522,981 | $ 2,477,816 | |||
Number of common stock issued, value | |||||
MembersRSVP LLC [Member] | |||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Investments | $ 1,166,000 | $ 300,000 | 1,166,000 | ||
Number of common stock issued during period | 378,259 | ||||
Number of common stock issued, value | $ 915,000 | ||||
Ownership percentage | 12.00% | 23.00% | |||
Membership interest transferred | 11.00% | ||||
Flowr Corp. (Formerly Terrace Inc.) [Member] | |||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Percentage for acquired interest rate | 8.95% | ||||
Number of shares received under acquisition | 0.4973 | ||||
Change in fair value of investments | $ 45,000 | $ 687,000 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES (Details) | Mar. 31, 2021USD ($) |
Deferred Rents Receivable | |
2021 | $ 3,593,589 |
2022 | 4,712,200 |
2023 | 4,417,620 |
2024 | 4,476,205 |
2025 | 4,543,917 |
Thereafter | 39,589,047 |
Total | $ 61,332,578 |
DEFERRED RENTS RECEIVABLE (Deta
DEFERRED RENTS RECEIVABLE (Details Narrative) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Jan. 31, 2017ft² | Sep. 30, 2016ft² | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Area of land | 300,000 | |||
Operating lease income | $ | $ 15.1 | $ 13.9 | ||
Revenue recognization | $ | 17 | 15.8 | ||
Deferred rents receivable | $ | $ 1.9 | $ 1.9 | ||
DELAWARE | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Area of land | 100,000 | 45,000 | ||
Lease expiration description | expires in 2035 | |||
DELAWARE | Retails Space [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Area of land | 4,000 | |||
Lessor, operating lease, option to extend | lease expiring in December 2021 with a five-year option to extend | |||
DELAWARE | Cultivation and Processing Facility [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Area of land | 100,000 | |||
Lessor, operating lease, option to extend | he lease expires in March 2030, with an option to extend the term for three additional five-year periods. | |||
DELAWARE | Cannabis Production Facility [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Area of land | 12,000 | |||
Lessor, operating lease, option to extend | The lease expires in January 2026 and contains an option to negotiate an extension at the end of the lease term. | |||
GERMANY | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Lease commencement description | commenced in 2017 | |||
MARYLAND | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Area of land | 180,000 | |||
Lease expiration description | expires in 2037 | |||
MASSACHUSETTS | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Area of land | 10,000 | |||
Lease expiration description | expiring in 2028 | |||
MASSACHUSETTS | Non-Cannabis [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Area of land | 138,000 | |||
Lease expiration description | expires in 2022 |
SCHEDULE OF NOTES RECEIVABLE (D
SCHEDULE OF NOTES RECEIVABLE (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Entity Listings [Line Items] | ||
Total notes receivable | $ 1,587,807 | $ 1,623,130 |
Notes receivable, current portion | 374,978 | 658,122 |
Notes receivable, less current portion | 1,212,829 | 965,008 |
First State Compassion Center [Member] | ||
Entity Listings [Line Items] | ||
Total notes receivable | 453,248 | 468,985 |
Healer LLC [Member] | ||
Entity Listings [Line Items] | ||
Total notes receivable | 879,640 | 899,226 |
High Fidelity Inc [Member] | ||
Entity Listings [Line Items] | ||
Total notes receivable | $ 254,919 | $ 254,919 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | May 31, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 30, 2020 | Aug. 31, 2019 | |
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Proceeds from notes receivable | $ 69,338 | $ 34,397 | |||||||
Notes receivable, related parties, current | $ 374,978 | 374,978 | $ 658,122 | ||||||
Financing Receivable, after Allowance for Credit Loss, Current | 374,978 | 374,978 | 658,122 | ||||||
Promissory Notes [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Debt principal amount | 880,000 | 880,000 | $ 899,000 | ||||||
Financing Receivable, after Allowance for Credit Loss, Current | 52,000 | 52,000 | $ 337,000 | ||||||
Healer [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Debt principal amount | 894,000 | 894,000 | |||||||
Delaware Cannabis-licensee [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Debt instrument, term | 10 years | ||||||||
Proceeds from notes receivable | $ 700,000 | ||||||||
Interest rate | 12.50% | ||||||||
Debt instrument, periodic payment | $ 10,000 | ||||||||
Notes receivable, related parties, current | $ 68,000 | $ 68,000 | $ 66,000 | ||||||
Healer LLC [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Interest rate | 6.00% | 6.00% | |||||||
Debt Instrument, Maturity Date, Description | requires quarterly payments of interest from April 2021 through the maturity date in April 2026 | ||||||||
Healer LLC [Member] | Dr. Dustin Sulak [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Proceeds from notes receivable | $ 800,000 | $ 800,000 | |||||||
Interest rate | 6.00% | 6.00% | |||||||
Healer LLC [Member] | Healer [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Debt principal amount | $ 866,000 | $ 866,000 | |||||||
Licensing fees | $ 28,000 | ||||||||
High Fidelity Inc [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Interest rate | 10.00% | ||||||||
Due to related parties | $ 250,000 | ||||||||
Maryland Health & Wellness Center Inc. [Member] | Construction Loan [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Interest rate | 8.00% | ||||||||
Due to related parties | $ 300,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Plants | $ 3,713,877 | $ 3,352,425 |
Ingredients and other raw materials | 234,826 | 176,338 |
Work-in-process | 424,435 | 468,377 |
Finished goods | 3,081,190 | 2,833,431 |
Total inventory | $ 7,454,328 | $ 6,830,571 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 52,833,347 | $ 50,525,251 |
Less: accumulated depreciation | (5,342,972) | (4,888,722) |
Property and equipment, net | 47,490,375 | 45,636,529 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 3,988,810 | 3,988,810 |
Buildings and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 29,447,594 | 29,309,856 |
Tenant Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 8,825,911 | 8,844,974 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 671,986 | 619,880 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 5,111,005 | 4,620,924 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 4,788,041 | $ 3,140,807 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Entity Listings [Line Items] | |||
Property, plant and equipment additions | $ 2,308,000 | $ 572,000 | |
Depreciation, Depletion and Amortization, Nonproduction | 462,000 | $ 484,000 | |
Metropolis I L Milford De And Annapolis M D [Member] | |||
Entity Listings [Line Items] | |||
Construction in Progress, Gross | $ 4,800,000 | $ 3,100,000 |
INTANGIBLES (Details Narrative)
INTANGIBLES (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
KPG of Anna LLC and KPG of Harrisburg LLC [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 2,100,000 | |
Cannabis Licenses [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Carrying value of intangbile assets | $ 622,000 | $ 161,000 |
SCHEDULE OF MORTGAGES PAYABLE (
SCHEDULE OF MORTGAGES PAYABLE (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total mortgages payable | $ 19,239,626 | |
Mortgage [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 15,998,798 | $ 16,131,150 |
Mortgages payable, current portion | (1,382,411) | (1,387,014) |
Mortgages payable, less current portion | 14,616,387 | 14,744,136 |
Mortgage [Member] | Bank of New England - Massachusetts Property [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 12,749,474 | 12,834,090 |
Mortgage [Member] | Bank of New England - Delaware Property [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 1,547,757 | 1,575,658 |
Mortgage [Member] | DuQuoin State Bank - Illinois Properties [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 806,980 | 814,749 |
Mortgage [Member] | South Porte Bank - Illinois Property [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | $ 894,587 | $ 906,653 |
SCHEDULE OF AGGREGATE MATURITIE
SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING (Details) | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 1,270,010 |
2022 | 516,481 |
2023 | 3,761,529 |
2024 | 582,894 |
2025 | 623,170 |
Thereafter | 12,497,810 |
Total | 19,251,894 |
Less discounts | (12,268) |
Long-term debt, net | $ 19,239,626 |
DEBT (Details Narrative)
DEBT (Details Narrative) | Apr. 30, 2021USD ($)$ / shares | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020USD ($) | Feb. 29, 2020USD ($) | May 31, 2021 | Apr. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Oct. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($) | Feb. 29, 2020USD ($) | Jun. 30, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Nov. 30, 2017USD ($)ft² | Mar. 31, 2021USD ($)ft²$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Mar. 03, 2021USD ($) | Dec. 30, 2020USD ($) | Mar. 30, 2019USD ($) | May 31, 2016ft² |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Area of land | ft² | 300,000 | |||||||||||||||||||||||||
Proceeds from notes payable | $ 4,517,500 | |||||||||||||||||||||||||
Repayments of notes payable | 15,800,579 | 2,400,000 | ||||||||||||||||||||||||
Equity fee | $ 100,000 | $ 386,983 | ||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.45 | $ 0.45 | ||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | |||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 5.50 | $ 5.50 | ||||||||||||||||||||||||
8.8M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 3,200,000 | |||||||||||||||||||||||||
Note bears interest rate | 15.00% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | matures in June 2022 | |||||||||||||||||||||||||
Interest and Debt Expense | $ 405,000 | |||||||||||||||||||||||||
Percentage of prepayment debt | 0.10 | |||||||||||||||||||||||||
Payment of discretionary monthly redemptions amount | 600,000 | |||||||||||||||||||||||||
Debt principal amount, current | $ 4,200,000 | 4,200,000 | ||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.30 | |||||||||||||||||||||||||
Debt instruement intrinsic value | $ 0 | |||||||||||||||||||||||||
8.8M Note [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 4,000,000 | |||||||||||||||||||||||||
8.8M Note [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Redemption of principal and unpaid interest | 250,000 | |||||||||||||||||||||||||
3.2M [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Payment of discretionary monthly redemptions amount | $ 125,000 | |||||||||||||||||||||||||
Secured Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,000,000 | |||||||||||||||||||||||||
Interest and Debt Expense | $ 10,000 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 3,365,972 | |||||||||||||||||||||||||
Accrued interest pain in cash | $ 104,000 | |||||||||||||||||||||||||
Secured Promissory Notes [Member] | 3.2M [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 3,200,000 | $ 3,200,000 | ||||||||||||||||||||||||
Note bears interest rate | 0.12% | |||||||||||||||||||||||||
Secured Promissory Notes [Member] | 6M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 13.00% | |||||||||||||||||||||||||
Interest and Debt Expense | $ 300,000 | |||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 900,000 | |||||||||||||||||||||||||
Notes Issued | $ 6,000,000 | |||||||||||||||||||||||||
Debt instrument, extended maturity description | The $6M Note’s initial maturity date of December 31, 2019 was extended to April 2020 | |||||||||||||||||||||||||
Secured Promissory Notes [Member] | 3M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 10.00% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | March 2020 | |||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 1,511,000 | |||||||||||||||||||||||||
Notes Issued | $ 3,000,000 | |||||||||||||||||||||||||
Debt instrument, extended maturity description | extended for an additional six months in accordance with its terms, with the interest rate increasing to 12% per annum during the extension period. Pursuant to the Initial Extension Agreement, the maturity date of the $3M Note was extended to December 2020. | |||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Description | (the “$11.5M Note”), comprised of the principal amount of the $10M Note and the $1.5M Payment. | |||||||||||||||||||||||||
Promissory Note [Member] | 11.5M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 11,500,000 | $ 11,500,000 | ||||||||||||||||||||||||
Note bears interest rate | 15.00% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | maturing in June 2020 | |||||||||||||||||||||||||
Promissory Note [Member] | 11.5M Note [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 3,000,000 | |||||||||||||||||||||||||
Promissory Note [Member] | 5.5M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 450,000 | |||||||||||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | 880,000 | $ 899,000 | ||||||||||||||||||||||||
Promissory Notes [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.32 | $ 0.32 | ||||||||||||||||||||||||
Promissory Notes [Member] | Minimum [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 6.50% | |||||||||||||||||||||||||
Promissory Notes [Member] | Maximum [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 18.00% | |||||||||||||||||||||||||
Promissory Notes [Member] | 3M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 750,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.80 | |||||||||||||||||||||||||
Existing Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Repayments of notes payable | $ 500,000 | |||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 3,190,000 | 3,190,000 | ||||||||||||||||||||||||
Existing Notes [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Repayments of notes payable | 2,100,000 | |||||||||||||||||||||||||
New 2020 Notes [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Proceeds from notes payable | 2,147,000 | |||||||||||||||||||||||||
Repayments of notes payable | $ 700,000 | |||||||||||||||||||||||||
New 2020 Notes [Member] | Minimum [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 12.00% | |||||||||||||||||||||||||
New 2020 Notes [Member] | Maximum [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 15.00% | |||||||||||||||||||||||||
Existing Notes and New 2020 Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Repayments of notes payable | $ 200,000 | |||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 2,037,000 | 2,037,000 | ||||||||||||||||||||||||
MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Repayments of notes payable | 500,000 | |||||||||||||||||||||||||
MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | Note Holder [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | 500,000 | 500,000 | ||||||||||||||||||||||||
Interest and Debt Expense | 467,000 | |||||||||||||||||||||||||
Debt Instrument, Fee Amount | 30,000 | 30,000 | ||||||||||||||||||||||||
MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | 10M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 10,000,000 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | maturity date of January 31, 2020 | |||||||||||||||||||||||||
Repayments of notes payable | $ 1,500,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 375,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.50 | |||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 601,000 | |||||||||||||||||||||||||
Interest and Debt Expense | $ 523,000 | |||||||||||||||||||||||||
MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | 1M Note [Member] | GenCanna [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,000,000 | |||||||||||||||||||||||||
MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | 1M Note [Member] | Note Holder [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 15.00% | |||||||||||||||||||||||||
Repayments of notes payable | $ 30,000 | |||||||||||||||||||||||||
Mortgage Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Agreement term | 10 years | |||||||||||||||||||||||||
Mortgage Agreement [Member] | DuQuoin State Bank [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Area of land | ft² | 3,400 | |||||||||||||||||||||||||
Debt instrument, face amount | 815,000 | 807,000 | 815,000 | |||||||||||||||||||||||
Note bears interest rate | 6.75% | |||||||||||||||||||||||||
Debt principal amount, current | 31,000 | 32,000 | 31,000 | |||||||||||||||||||||||
Mortgage Agreement [Member] | South Porte Bank [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 5.50% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | maturity date in May 2021 | |||||||||||||||||||||||||
Mortgage Agreement [Member] | Prime Rate [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||||||||||||||||||
Mortgage Agreement [Member] | Prime Rate [Member] | July 31, 2020 [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||||||||||||||||||
Mortgage Agreement [Member] | Floor Rate [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.25% | |||||||||||||||||||||||||
Mortgage Agreement [Member] | Floor Rate [Member] | July 31, 2020 [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.25% | |||||||||||||||||||||||||
Mortgage Agreement [Member] | New Bedford, Massachusetts [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,895,000 | |||||||||||||||||||||||||
Area of land | ft² | 138,000 | |||||||||||||||||||||||||
Cultivating and processing facility | ft² | 70,000 | |||||||||||||||||||||||||
Debt instrument, face amount | $ 4,800,000 | |||||||||||||||||||||||||
Mortgage Agreement [Member] | GERMANY | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Area of land | ft² | 45,070 | |||||||||||||||||||||||||
Debt instrument, face amount | 1,600,000 | 1,500,000 | 1,600,000 | |||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | mortgage matures in 2031 | |||||||||||||||||||||||||
Debt principal amount, current | 114,000 | 115,000 | 114,000 | |||||||||||||||||||||||
Mortgage Agreement [Member] | GERMANY | September 2021 [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 5.25% | |||||||||||||||||||||||||
Mortgage Agreement [Member] | GERMANY | Prime Rate [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 1.50% | |||||||||||||||||||||||||
Mortgage Agreement [Member] | GERMANY | Floor Rate [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 5.25% | |||||||||||||||||||||||||
Refinanced Mortgage [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 13,000,000 | 12,800,000 | 13,000,000 | 12,700,000 | 12,800,000 | |||||||||||||||||||||
Note bears interest rate | 6.50% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | matures in August 2025 | |||||||||||||||||||||||||
Proceeds from notes payable | $ 7,200,000 | |||||||||||||||||||||||||
Debt principal amount, current | 335,000 | 341,000 | 335,000 | |||||||||||||||||||||||
Exchange Agreement [Member] | 4.4 Million Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 16.50% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | maturing in August 2021 | |||||||||||||||||||||||||
Exchange Agreement [Member] | 4.4 Million Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 4,400,000 | 4,600,000 | $ 4,400,000 | 4,600,000 | ||||||||||||||||||||||
Second Amendment Agreement [Member] | 11.5M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 352,000 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,900,000 | |||||||||||||||||||||||||
Debt conversion fee | $ 330,000 | |||||||||||||||||||||||||
Second Amendment Agreement [Member] | 8.8M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 8,800,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 750,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | |||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 66,000 | |||||||||||||||||||||||||
Third Amendment Agreement [Member] | 3.2M [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 0.12% | |||||||||||||||||||||||||
Third Amendment Agreement [Member] | Restated Promissory Note [Member] | 3.2M [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 3,200,000 | $ 3,200,000 | ||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | matures in April 2023 | |||||||||||||||||||||||||
Percentage of prepayment debt | 0.10 | |||||||||||||||||||||||||
Redemption of principal and unpaid interest | $ 125,000 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.35 | $ 0.35 | ||||||||||||||||||||||||
Third Amendment Agreement [Member] | Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 12.00% | |||||||||||||||||||||||||
Debt instrument, extended maturity description | maturity dates in September 2022 | |||||||||||||||||||||||||
GenCanna [Member] | MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | 1M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Repayments of notes payable | $ 180,000 | |||||||||||||||||||||||||
Hadron Healthcare Master Fund [Member] | Secured Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | 500,000 | |||||||||||||||||||||||||
Interest and Debt Expense | 200,000 | |||||||||||||||||||||||||
Extension Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,525,596 | |||||||||||||||||||||||||
Extension Agreement [Member] | 6M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest Payable | $ 845,000 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 10.00% | |||||||||||||||||||||||||
Extension Agreement [Member] | 900K Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Payment of service fee | $ 900,000 | |||||||||||||||||||||||||
Interest Payable | $ 20,100 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 12.00% | |||||||||||||||||||||||||
Service fees payment | $ 900 | |||||||||||||||||||||||||
Principal and accrued interest | $ 460,050 | $ 460,050 | ||||||||||||||||||||||||
Second Extension Agreement [Member] | Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | 8,300,000 | 8,300,000 | ||||||||||||||||||||||||
Debt principal amount, current | 1,900,000 | 1,900,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | |||||||||||||||||||||||
Interest and Debt Expense | $ 573,000 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 75,000 | |||||||||||||||||||||||||
Second Extension Agreement [Member] | Promissory Notes [Member] | 6.8M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,000,000 | $ 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Interest and Debt Expense | 333,000 | |||||||||||||||||||||||||
Second Extension Agreement [Member] | Promissory Notes [Member] | 5.8M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 5,845,000 | $ 5,845,000 | 5,845,000 | |||||||||||||||||||||||
Second Extension Agreement [Member] | February 2021 [Member] | Promissory Notes [Member] | 5.5M Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Repayments of notes payable | $ 400,000 | |||||||||||||||||||||||||
First Citizens Federal Credit Union [Member] | Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Note bears interest rate | 5.74% | |||||||||||||||||||||||||
Notes payable | $ 260 | $ 240 | $ 260 |
SCHEDULE OF DEBENTURE TRANSACTI
SCHEDULE OF DEBENTURE TRANSACTION (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Convertible Debentures One [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Oct. 17, 2018 |
Debt Instrument, Maturity Date | Oct. 16, 2020 |
Initial Principal | $ 5,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Issuance discount percentage | 1.00% |
Warrant Discount | $ 457,966 |
Beneficial Conv. Feature | $ 1,554,389 |
Converted To Common Stock | shares | 5,000,000 |
Convertible Debentures Two [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Nov. 7, 2018 |
Debt Instrument, Maturity Date | Nov. 6, 2020 |
Initial Principal | $ 5,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Issuance discount percentage | 1.00% |
Warrant Discount | $ 599,867 |
Beneficial Conv. Feature | $ 4,015,515 |
Converted To Common Stock | shares | 5,000,000 |
Convertible Debentures Three [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | May 8, 2019 |
Debt Instrument, Maturity Date | May 7, 2021 |
Initial Principal | $ 5,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Issuance discount percentage | 1.00% |
Warrant Discount | $ 783,701 |
Beneficial Conv. Feature | $ 2,537,235 |
Converted To Common Stock | shares | 5,000,000 |
Convertible Debentures Four [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Jun. 28, 2019 |
Debt Instrument, Maturity Date | Jun. 27, 2021 |
Initial Principal | $ 2,500,000 |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
Issuance discount percentage | 7.00% |
Warrant Discount | $ 145,022 |
Beneficial Conv. Feature | $ 847,745 |
Converted To Common Stock | shares | 2,500,000 |
Convertible Debentures Five [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Aug. 20, 2019 |
Debt Instrument, Maturity Date | Aug. 19, 2021 |
Initial Principal | $ 2,500,000 |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
Issuance discount percentage | 7.00% |
Warrant Discount | $ 219,333 |
Beneficial Conv. Feature | $ 850,489 |
Converted To Common Stock | shares | 2,500,000 |
Convertible Debentures Six [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Feb. 21, 2020 |
Debt Instrument, Maturity Date | Feb. 20, 2021 |
Initial Principal | $ 1,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% |
Issuance discount percentage | 6.50% |
Warrant Discount | $ 28,021 |
Beneficial Conv. Feature | $ 379,183 |
Converted To Common Stock | shares | 1,000,000 |
DEBENTURES PAYABLE (Details Nar
DEBENTURES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 26 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Feb. 29, 2020 | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Amortization of original issue discount | $ 51,753 | $ 56,808 | |||
Interest expense | 1,512,022 | $ 2,691,145 | |||
21M Debentures Holder [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Debt instrument, face amount | $ 1,300,000 | ||||
Unamortized balances of the beneficial conversion feature | 177,000 | ||||
Unamortized balance of warrants discount | 39,000 | ||||
Unamortized balance of original issue discount | 52,000 | ||||
Debt instrument, fair value disclosure | 1,000,000 | ||||
Convertible Debentures [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Debt instrument, face amount | $ 1,300,000 | 9,700,000 | $ 1,300,000 | ||
Debt instrument, convertible, conversion price | $ 0.29 | $ 0.29 | |||
Interest Payable | $ 56,000 | $ 365,000 | $ 56,000 | ||
Debt Conversion, Converted Instrument, Shares Issued | 4,610,645 | 77,766,559 | |||
Amortization | $ 177,000 | $ 3,200,000 | |||
Amortization of the warrants discount | 39,000 | 805,000 | |||
Amortization of original issue discount | 52,000 | 321,000 | |||
Interest expense | $ 1,000 | $ 224,000 | |||
Convertible Debentures [Member] | Minimum [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Debt instrument, convertible, conversion price | $ 0.11 | ||||
Convertible Debentures [Member] | Maximum [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Debt instrument, convertible, conversion price | $ 0.34 | ||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Debt instrument, face amount | $ 21,000,000 | ||||
Ownership percentage | 80.00% | 80.00% | |||
Warrant term | P3Y | ||||
Class of warrant or right, number of securities called by warrants or rights | 180,000 | ||||
Debt instrument, convertible, conversion price | $ 0.75 | ||||
Fair value adjustment of warrants | $ 2,200,000 | ||||
Intrinsic value of the beneficial conversion feature | $ 10,200,000 | ||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Warrants [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights | 1,354,675 | ||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Minimum [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Ownership percentage | 4.99% | 4.99% | |||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Minimum [Member] | Warrants [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Debt instrument, convertible, conversion price | $ 0.75 | ||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Maximum [Member] | Warrants [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Debt instrument, convertible, conversion price | $ 5.50 | ||||
Convertible Debentures [Member] | Holder [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Debt instrument, face amount | $ 21,000,000 | $ 21,000,000 | |||
Interest Payable | $ 836,000 | $ 836,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 92,704,035 | ||||
Convertible Debentures [Member] | Holder [Member] | Minimum [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Debt instrument, convertible, conversion price | $ 0.11 | $ 0.11 | |||
Convertible Debentures [Member] | Holder [Member] | Maximum [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Debt instrument, convertible, conversion price | $ 3.06 | $ 3.06 |
MEZZANINE EQUITY (Details Narra
MEZZANINE EQUITY (Details Narrative) - USD ($) | Feb. 29, 2020 | Mar. 31, 2021 | Feb. 29, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Entity Listings [Line Items] | |||||
Stock Issued During Period, Value, New Issues | |||||
Proceeds from Issuance or Sale of Equity | $ 23,000,000 | ||||
Payments for Construction in Process | $ 7,800,000 | ||||
Company owned and managed facilities during period | $ 2 | ||||
Targeted acquisition commitment, description | The balance of the committed facility of up to an additional $23.0 million is intended to fund the Company’s specific targeted acquisitions provided such acquisitions are contracted in 2021 and consummated, including obtaining the necessary regulatory approvals, no later than the end of 2022. | ||||
Maximum [Member] | |||||
Entity Listings [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.50 | $ 5.50 | $ 5.50 | ||
Minimum [Member] | |||||
Entity Listings [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | 0.25 | |||
Hadron Healthcare Master Fund [Member] | Warrants [Member] | |||||
Entity Listings [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 6,216,216 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.087 | $ 1.087 | |||
Fair value of warrants issuance | $ 9,500,000 | ||||
Stock issuance costs | $ 387,000 | ||||
Hadron Healthcare Master Fund [Member] | Maximum [Member] | Warrants [Member] | |||||
Entity Listings [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,540,540 | 15,540,540 | |||
3M Note [Member] | |||||
Entity Listings [Line Items] | |||||
Repayments of Debt and Lease Obligation | $ 15,200,000 | ||||
Series B Convertible Preferred Stock [Member] | Volume Weighted Average Price of Common Stock [Member] | |||||
Entity Listings [Line Items] | |||||
Preferred stock, conversion price | $ 4 | $ 4 | |||
Number of trading days, description | least twenty consecutive trading days | ||||
Series B preferred stock conversion price, description | If the sixty-day VWAP is greater than $0.50 per share, the Company shall have the option | If the sixty-day VWAP is less than or equal to $0.50 per share, the Company shall have the option to (i) convert all shares of Series B convertible preferred stock into common stock at a conversion price of $1.00 per share, and pay cash to the Series B Holders equal to the difference between the 60-day VWAP and $3.00 per share, or (ii) pay cash to the Series B Holders equal to $3.00 per share. | |||
Series B Holders [Member] | |||||
Entity Listings [Line Items] | |||||
Share issued price | $ 3 | $ 3 | |||
Preferred stock, conversion price | 3 | $ 3 | |||
Series C Convertible Preferred Stock [Member] | Minimum [Member] | |||||
Entity Listings [Line Items] | |||||
Outstanding percentage | 50.00% | ||||
Exchange Agreement [Member] | Two Institutional Shareholders [Member] | Series B Convertible Preferred Stock [Member] | |||||
Entity Listings [Line Items] | |||||
Stock Issued During Period Shares Exchanged | 4,908,333 | ||||
Share issued price | $ 3 | $ 3 | |||
Treasury stock per share value | $ 3 | ||||
Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | |||||
Entity Listings [Line Items] | |||||
Share issued price | $ 3.70 | $ 3.70 | |||
Stock Issued During Period, Value, New Issues | $ 23,000,000 | ||||
Warrants and Rights Outstanding, Term | 4 years | 4 years | |||
Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | Maximum [Member] | |||||
Entity Listings [Line Items] | |||||
Number of shares exchanged value | $ 46,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 28, 2021 | Jun. 30, 2020 | Jun. 30, 2020 | Feb. 29, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 03, 2021 | |
Class of Stock [Line Items] | ||||||||
Additional Paid in Capital | $ 115,340,044 | $ 112,974,329 | ||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | 5,365 | $ 5,365 | ||||||
Loss on debt settlements | $ 1,300 | 1,286 | ||||||
Number of common stock issued, value | ||||||||
Previously Issued Subscription [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock issued during period | 11,413 | 3,236,857 | ||||||
Number of common stock issued, value | $ 5,000 | $ 1,168,000 | ||||||
Secured Promissory Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,365,972 | |||||||
Debt Conversion, Original Debt, Amount | $ 1,010,000 | |||||||
Debt principal amount | $ 1,000,000 | |||||||
21M Debentures Holder [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,610,645 | 77,766,559 | ||||||
Debt principal amount | $ 1,400,000 | $ 10,100,000 | ||||||
Current Employee [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 5,000 | $ 21,000 | ||||||
Stock to be issued, options | 11,413 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation arrangement grants in period, net | 6,877 | 109,210 | ||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | ||||||||
Common stock issued to settle obligations, shares | 42,857 | 42,857 | ||||||
Common stock issued to settle obligations value | $ 30,000 | |||||||
Number of common stock issued during period | 11,413 | 3,236,857 | ||||||
Number of common stock issued, value | $ 11 | $ 3,237 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,365,972 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 32,282,708 | 11,960,107 | ||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 225,000 | |||||||
Warrant [Member] | 10M Note [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | |||||||
Common Stock Issuance Obligations [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,877 | 30,302 | ||||||
Number of stock options granted, value | $ 5,000 | |||||||
Exchange Agreement [Member] | Two Institutional Shareholders [Member] | Series B Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock exchanged during period | 4,908,333 | |||||||
Treasury Stock, Preferred, Value | $ 14,725,000 | |||||||
Shares Issued, Price Per Share | $ 3 | |||||||
Treasury Stock, Common, Value | $ 5,000 | |||||||
Additional Paid in Capital | $ 14,720,000 | |||||||
Second Amendment Agreement [Member] | 11.5M Note [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,900,000 | |||||||
Debt principal amount | $ 352,000 | $ 352,000 | ||||||
Extension Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,525,596 | |||||||
Extension Agreement [Member] | 900K Note [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Instrument, Periodic Payment | $ 460,050 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding shares under option | 11,017,750 |
Exercisable shares under option | 7,565,250 |
Range One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.140 |
Outstanding shares under option | 160,000 |
Exercisable shares under option | 40,000 |
Remaining Life in Years | 4 years 3 months 10 days |
Range Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.149 |
Outstanding shares under option | 500,000 |
Exercisable shares under option | 500,000 |
Remaining Life in Years | 4 years 9 months 3 days |
Range Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.169 |
Outstanding shares under option | 200,000 |
Exercisable shares under option | 200,000 |
Remaining Life in Years | 4 years 7 months 13 days |
Range Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.210 |
Outstanding shares under option | 70,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 4 years 7 months 24 days |
Range Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.225 |
Outstanding shares under option | 2,000,000 |
Exercisable shares under option | 875,000 |
Remaining Life in Years | 4 years 7 months 9 days |
Range Six [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 20,000 |
Exercisable shares under option | 15,000 |
Remaining Life in Years | 4 years 2 months 1 day |
Range Seven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 6 months 25 days |
Range Eight [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 800,000 |
Exercisable shares under option | 200,000 |
Remaining Life in Years | 4 years 7 months 13 days |
Range Nine [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 80,000 |
Exercisable shares under option | 40,000 |
Remaining Life in Years | 4 years 7 months 24 days |
Range Ten [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 3 years 11 months 1 day |
Range Eleven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.300 |
Outstanding shares under option | 554,500 |
Exercisable shares under option | 277,250 |
Remaining Life in Years | 4 years |
Range Twelve [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.417 |
Outstanding shares under option | 900,000 |
Exercisable shares under option | 900,000 |
Remaining Life in Years | 3 years 8 months 26 days |
Range Thirteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.450 |
Outstanding shares under option | 125,000 |
Exercisable shares under option | 125,000 |
Remaining Life in Years | 6 months 3 days |
Range Fourteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.505 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 9 months 3 days |
Range Fifteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.505 |
Outstanding shares under option | 800,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 9 months 10 days |
Range Sixteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.590 |
Outstanding shares under option | 15,000 |
Exercisable shares under option | 15,000 |
Remaining Life in Years | 3 years 8 months 8 days |
Range Seventeen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.630 |
Outstanding shares under option | 300,000 |
Exercisable shares under option | 300,000 |
Remaining Life in Years | 9 months |
Range Eighteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.770 |
Outstanding shares under option | 200,000 |
Exercisable shares under option | 200,000 |
Remaining Life in Years | 1 year 9 months |
Range Nineteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.830 |
Outstanding shares under option | 287,000 |
Exercisable shares under option | 71,750 |
Remaining Life in Years | 4 years 11 months 23 days |
Range Twenty [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.890 |
Outstanding shares under option | 10,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 9 months 21 days |
Range Twenty One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.892 |
Outstanding shares under option | 40,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 9 months 21 days |
Range Twenty Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.895 |
Outstanding shares under option | 25,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 9 months 25 days |
Range Twenty Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.900 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 2 years 1 month 9 days |
Range Twenty Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.910 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 1 year 6 months 21 days |
Range Twenty Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.950 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 1 year 9 months |
Range Twenty Six [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.992 |
Outstanding shares under option | 300,000 |
Exercisable shares under option | 300,000 |
Remaining Life in Years | 3 years 5 months 26 days |
Range Twenty Seven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1 |
Outstanding shares under option | 125,000 |
Exercisable shares under option | 125,000 |
Remaining Life in Years | 3 years 7 months 2 days |
Range Twenty Eight [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1.350 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 75,000 |
Remaining Life in Years | 2 years 3 months 29 days |
Range Twenty Nine [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1.950 |
Outstanding shares under option | 375,000 |
Exercisable shares under option | 375,000 |
Remaining Life in Years | 2 years 3 months |
Range Thirty [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.320 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 2 years 5 months 12 days |
Range Thirty One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.450 |
Outstanding shares under option | 2,000,000 |
Exercisable shares under option | 2,000,000 |
Remaining Life in Years | 1 year 8 months 23 days |
Range Thirty Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.500 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 2 years 4 months 28 days |
Range Thirty Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.650 |
Outstanding shares under option | 200,000 |
Exercisable shares under option | 200,000 |
Remaining Life in Years | 2 years 5 months 23 days |
Range Thirty Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.850 |
Outstanding shares under option | 56,250 |
Exercisable shares under option | 56,250 |
Remaining Life in Years | 1 year 8 months 12 days |
Range Thirty Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.850 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 2 years 8 months 12 days |
Range Thirty Six [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 3 |
Outstanding shares under option | 25,000 |
Exercisable shares under option | 25,000 |
Remaining Life in Years | 2 years 8 months 15 days |
Range Thirty Seven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 3.725 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 2 years 8 months 8 days |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - Share-based Payment Arrangement, Option [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years | |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 0 | |
Fair value of options granted | $ 541,000 | |
Amortized fair value of options granted | 170,000 | |
Amortization of share based compensation | $ 124,000 | $ 330,000 |
Share-based compensation arrangement by share-based payment award, options, exercises in period | 50,000 | 30,000 |
Amoritization | $ 0 | $ 19,000 |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 1,262,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.90 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.51 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Minimum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 0.25 | |
Maximum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 5.50 | $ 5.50 |
Debenture Payable [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights | 180,000 | |
Class of warrant or right, exercise price of warrants or rights | $ 0.75 | |
Fair Value Adjustment of Warrants | $ 1,148,000 | |
Proceeds from Issuance of Warrants | $ 24,000 | |
Warrants One [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights | 100,000 | |
Class of warrant or right, exercise price of warrants or rights | $ 0.82 | |
Fair Value Adjustment of Warrants | $ 56,000 | |
Warrants Two [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights | 15,540,540 | |
Class of warrant or right, exercise price of warrants or rights | $ 1.087 | |
Fair Value Adjustment of Warrants | $ 9,500,000 | |
Proceeds from Issuance of Warrants | $ 23,000,000 | |
Warrant Exercised [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights | 50,000 | |
Class of warrant or right, exercise price of warrants or rights | $ 0.15 | |
Warrant exercised | 0 | |
Warrant [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights | 225,000 | |
Warrants forfeited | 0 | |
Warrant [Member] | Minimum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 0.90 | |
Warrant [Member] | Maximum [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of warrant or right, exercise price of warrants or rights | $ 1.75 | |
Common Stock [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights | 32,282,708 | 11,960,107 |
SCHEDULE OF REVENUES COMPRISED
SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 24,642,564 | $ 7,466,019 |
Product Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 20,949,092 | 4,232,828 |
Real Estate [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,808,799 | 1,973,098 |
Management Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 895,703 | 429,632 |
Supply Procurement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 519,504 | 430,134 |
License and Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 469,466 | $ 400,327 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from Contract with Customer Benchmark [Member] | Two Clients [Member] | ||
Ceded Credit Risk [Line Items] | ||
Concentration Risk, Percentage | 14.00% | 39.00% |
BAD DEBTS (Details Narrative)
BAD DEBTS (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Provision for doubtful account | $ 1,025,000 |
A R Allowance [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Accounts Receivable, Allowance for Credit Loss | 850,000 |
Increase in reserve working capital | $ 175,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating Lease, Expense | $ 39,000 | ||||
Payment to acquire | $ 2,308,098 | 1,363,169 | |||
Due to Other Related Parties | $ 1,200,000 | $ 1,200,000 | |||
Royalty Agreement [Member] | Bettys Eddies Products [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Changed in royalty percentage | 2.50% | ||||
Royalty percentage description | (i) 3.0% and 10.0% of wholesale sales of existing products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively, and (ii) 0.5% and 1.0% of wholesale sales of future developed products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively. | ||||
Due to Affiliate | 64,000 | $ 83,000 | 64,000 | ||
Chief Operating Officer [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Payment to acquire | 825,000 | $ 490,000 | |||
C E Oand C F O [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Payments to Acquire Additional Interest in Subsidiaries | 9,000 | $ 12,000 | |||
Purchased fixed assets and consulting services | 265,000 | ||||
C E Oand C F O [Member] | Owned Companies [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Due to Other Related Parties | 653,000 | 653,000 | |||
Employee [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Payment to acquire | $ 310,000 | ||||
CEO [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Due to Other Related Parties | $ 460,000 | $ 460,000 | |||
Stockholders [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Due to Other Related Parties | $ 45,000 | ||||
Common Stock [Member] | C E O And C F O And Independent Board Member [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 550,000 | ||||
Options [Member] | C E O And C F O And Independent Board Member [Member] | Minimum [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Shares Issued, Price Per Share | $ 0.13 | $ 0.13 | |||
Options [Member] | C E O And C F O And Independent Board Member [Member] | Maximum [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Shares Issued, Price Per Share | $ 0.14 | $ 0.14 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 266,580 |
Amortization of right-of-use assets | 8,171 |
Interest on lease liabilities | 1,504 |
Total finance lease cost | $ 9,675 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON-CANCELABLE OPERATING LEASES (Details) | Mar. 31, 2021USD ($) |
Lessor, Lease, Description [Line Items] | |
Operating Leases, 2020 | $ 4,712,200 |
Operating Leases, 2021 | 4,417,620 |
Operating Leases, 2022 | 4,476,205 |
Operating Leases, 2023 | 4,543,917 |
Operating Leases, Thereafter | 39,589,047 |
Operating Lease, Total lease payments | 61,332,578 |
Operating Leases [Member] | |
Lessor, Lease, Description [Line Items] | |
Operating Leases, 2020 | 845,987 |
Operating Leases, 2021 | 1,071,079 |
Operating Leases, 2022 | 1,035,017 |
Operating Leases, 2023 | 963,589 |
Operating Leases, 2024 | 936,947 |
Operating Leases, Thereafter | 3,468,041 |
Operating Lease, Total lease payments | 8,320,660 |
Less: Operating Leases, Imputed Interest | (2,177,632) |
Operating Leases | 6,143,028 |
Financing Leases [Member] | |
Lessor, Lease, Description [Line Items] | |
Finance Lease, 2020 | 28,809 |
Finance Lease, 2021 | 27,123 |
Finance Lease, 2022 | 23,201 |
Finance Lease, 2023 | 3,229 |
Finance Lease, 2024 | |
Finance Lease, Thereafter | |
Finance Lease, Total lease payments | 82,362 |
Less: Finance Lease, imputed interest | (7,560) |
Finance Lease | $ 74,802 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||||
May 31, 2020USD ($) | Nov. 30, 2019USD ($) | Oct. 31, 2016ft² | Mar. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2017ft² | Sep. 30, 2016ft² | |
Product Liability Contingency [Line Items] | ||||||||
Number of operating leases, description | six | |||||||
Number of finance leases, description | four finance leases | |||||||
Area of land | 300,000 | |||||||
Agreement term description | An employment agreement which commenced in 2012 with Thomas Kidrin, the former CEO of the Company, which provided Mr. Kidrin with salary, car allowances, stock options, life insurance, and other employee benefits, was terminated by the Company in 2017. | |||||||
Accrued Liabilities, Current | $ | $ 4,663,951 | $ 3,621,269 | ||||||
Loss contingency, damages sought, value | $ | 5,400,000 | |||||||
O G G U S A Debtors [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Bankruptcy claim filed | $ | $ 33,600,000 | |||||||
Bankruptcy claim by court | $ | $ 31,000,000 | |||||||
GenCanna Global Inc. [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Percentage owned | 33.50% | |||||||
Related party receivable | $ | $ 29,000,000 | |||||||
Maryland Acquisition [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Loss contingency, damages sought, value | $ | $ 75,000 | |||||||
Terminated Employment Agreement [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Accrued Liabilities, Current | $ | $ 1,043,000 | $ 1,043,000 | ||||||
Finance Lease Commitments [Member] | Machinery [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease expiration, description | expire in February 2022 through June 2024 | |||||||
Lease Commitments [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Operating Lease, Weighted Average Remaining Lease Term | 8 years | |||||||
Finance Lease, Weighted Average Remaining Lease Term | 2 years 7 months 6 days | |||||||
Lease Commitments [Member] | Minimum [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Weighted average discount rate | 7.50% | |||||||
Lease Commitments [Member] | Maximum [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Weighted average discount rate | 12.00% | |||||||
DELAWARE | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | 100,000 | 45,000 | ||||||
Lease expiration, description | expires in 2035 | |||||||
DELAWARE | Cannabis Production Facility [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | 12,000 | |||||||
DELAWARE | Three Additional Five-Year Periods [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease expiration, description | The lease term is 10 years, with an option to extend the term for three additional five-year periods. | |||||||
Lease term | 10 years | |||||||
DELAWARE | Operating Lease Commitments [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | 4,000 | |||||||
Lease term, description. | five-year lease that expires in December 2021 with a five-year option to extend | |||||||
NEVADA | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | 10,000 | |||||||
Lease expiration, description | expiring in 2024 | |||||||
NEVADA | Cannabis Production Facility [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease expiration, description | expires in January 2026 | |||||||
MASSACHUSETTS | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | 10,000 | |||||||
Lease expiration, description | expiring in 2028 | |||||||
Lease term | 10 years | |||||||
Lease extension option | option to extend the term for an additional five-year period | |||||||
MARYLAND | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | 180,000 | |||||||
MARYLAND | Operating Lease Commitments [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | 2,700 | |||||||
Lease expiration, description | expires in July 2022 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 03, 2021 |
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Value, New Issues | |||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 25,000 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.30 | ||||
Number of options to purchase shares exercised on cashless basis | 125,000 | ||||
Options exercise price per share on cahless basis | $ 0.45 | $ 0.45 | |||
Number of surrender of common stock shares | 72,115 | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 200,000 | 200,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | $ 0.45 | |||
Stock Issued During Period, Shares, New Issues | 28,834 | ||||
Stock Issued During Period, Value, New Issues | $ 21,000 | ||||
Subsequent Event [Member] | Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of surrender of common stock shares | 88,235 | ||||
Subsequent Event [Member] | Employee [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 6,877 | ||||
3.2M [Member] | |||||
Subsequent Event [Line Items] | |||||
Payment of discretionary monthly redemptions amount | $ 125,000 | ||||
Granted Five Year Options [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 590,000 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.74 | ||||
Secured Promissory Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt principal amount | $ 1,000,000 | ||||
Secured Promissory Notes [Member] | 3.2M [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt principal amount | $ 3,200,000 | $ 3,200,000 | |||
Debt Instrument, Interest Rate During Period | 0.12% | ||||
Conversion price per share | $ 0.0035 | $ 0.0035 |