Medicine Man Technologies, Inc. - Quarter Report: 2022 September (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________.

Commission File Number 000-55450

MEDICINE MAN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada

46-5289499

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer Identification No.)

4880 Havana Street

Suite 201

Denver, Colorado

80239

(Address of principal executive offices)

(Zip Code)

(303) 371-0387

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


	Large accelerated Filer ☐	Accelerated Filer ☐
	Non-accelerated Filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2022, the Registrant had 54,741,506 shares of Common Stock outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
Part I – FINANCIAL INFORMATION

	Cautionary Note About Forward Looking Statements	3
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40

Part II – OTHER INFORMATION

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	43
Item 6.	Exhibits	44
	Signatures	45

Table of Contents

CAUTIONARY NOTE ABOUT FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “become,” “develop,” “build,” or the negative of these terms or other words of similar meaning in connection with a discussion of future events or future operating or financial performance, although the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual events or our actual results, performance or achievements to be materially different from the future events, results, performance or achievements expressed or implied by any forward-looking statements. There can be no assurance that future events, results, performance or achievements will be in accordance with our expectations or that the effect of future events, results, performance or achievements will be those anticipated by us.

Factors and risks that may cause or contribute to actual events, results, performance or achievements differing from these forward-looking statements include, but are not limited to, for example:

●

regulatory limitations on our products and services;

●

our ability to identify, consummate, and integrate anticipated acquisitions;

●

general industry and economic conditions;

●

our ability to access adequate capital upon terms and conditions that are acceptable to us;

●

our ability to pay interest and principal on outstanding debt when due;

●

volatility in credit and market conditions; and

●

other risks and uncertainties related to the cannabis market and our business strategy.

We operate in very competitive and rapidly changing markets. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this Quarterly Report on Form 10-Q are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place

Table of Contents

undue reliance on these forward-looking statements. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether because of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

MEDICINE MAN TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(Unaudited)		(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	38,725,187	$	106,400,216
Accounts receivable, net of allowance for doubtful accounts		5,176,200		3,866,828
Inventory		21,289,003		11,121,997
Note receivable - current, net		47,778		—
Marketable securities, net of unrealized loss of $42,353 and gain of $216,771, respectively		451,200		493,553
Prepaid expenses and other current assets		5,901,058		2,523,214
Total current assets		71,590,426		124,405,808
Non-current assets
Fixed assets, net accumulated depreciation of $4,011,034 and $1,988,973, respectively		25,592,522		10,253,226
Goodwill		99,592,790		43,316,267
Intangible assets, net accumulated amortization of $13,960,457 and $7,652,750, respectively		111,073,948		97,582,330
Note receivable – noncurrent, net		—		143,333
Accounts receivable – litigation		290,648		303,086
Other noncurrent assets		1,457,646		514,962
Operating lease right of use assets		19,982,940		8,511,780
Total non-current assets		257,990,494		160,624,984
Total assets	$	329,580,920	$	285,030,792

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	5,756,736	$	2,548,885
Accounts payable - related party		53,819		36,820
Accrued expenses		9,332,382		5,592,222
Derivative liabilities		6,818,053		34,923,013
Notes payable - related party		—		134,498
Lease liabilities - current		2,992,540		—
Current portion of long term debt		1,500,000		—
Income taxes payable		3,588,371		2,027,741
Total current liabilities		30,041,901		45,263,179
Long term debt, net of debt discount and issuance costs		122,889,447		97,482,468
Lease liabilities		17,763,177		8,715,480
Total long-term liabilities		140,652,624		106,197,948
Total liabilities		170,694,525		151,461,127

Stockholders' equity
Preferred stock, $0.001 par value. 10,000,000 shares authorized; 86,994 shares issued as of September 30, 2022 and December 31, 2021, 84,304 outstanding at September 30, 2022 and 82,566 outstanding at December 31, 2021.		87		87
Common stock, $0.001 par value. 250,000,000 shares authorized; 56,069,212 shares issued and 54,741,506 shares outstanding at September 30, 2022 and 45,484,314 shares issued and 44,745,870 shares outstanding as of December 31, 2021.		56,069		45,485
Additional paid-in capital		179,723,367		162,815,097
Accumulated deficit		(18,902,450)		(27,773,968)
Common stock held in treasury, at cost, 886,459 shares held as of September 30, 2022 and 517,044 shares held as of December 31, 2021		(1,990,678)		(1,517,036)
Total stockholders' equity		158,886,395		133,569,665
Total liabilities and stockholders' equity	$	329,580,920	$	285,030,792

See accompanying notes to the condensed consolidated financial statements

Table of Contents

MEDICINE MAN TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) AND INCOME

For the Periods Ended September 30, 2022 and 2021


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Operating revenues
Retail	$	39,759,734	$	20,741,864	$	104,386,464	$	54,083,880
Wholesale		3,335,252		11,022,519		14,661,268		27,654,965
Other		96,000		70,922		184,200		165,416
Total revenue		43,190,986		31,835,305		119,231,932		81,904,261
Cost of goods and services
Total cost of goods and services		17,226,451		16,779,313		57,173,192		44,692,765
Gross profit		25,964,535		15,055,992		62,058,740		37,211,496
Operating expenses
Selling, general and administrative expenses		6,725,713		5,593,336		20,245,737		13,580,469
Professional services		1,626,909		752,572		5,729,339		4,466,696
Salaries		6,397,157		3,644,320		18,934,873		8,505,733
Stock based compensation		99,898		1,228,764		1,788,823		3,865,588
Total operating expenses		14,849,677		11,218,992		46,698,772		30,418,486
Income (loss) from operations		11,114,858		3,837,000		15,359,968		6,793,010
Other income (expense)
Interest expense, net		(8,500,235)		(1,851,694)		(23,312,088)		(4,526,746)
Unrealized gain on derivative liabilities		4,816,668		356,824		28,104,960		967,751
Other income		—		—		20,400		—
Gain (loss) on sale of assets		—		(49,985)		—		242,494
Unrealized gain (loss) on investments		(28,541)		(10,572)		(42,353)		210,685
Total other income (expense)		(3,712,108)		(1,555,427)		4,770,919		(3,105,816)
Provision for income taxes		5,593,513		1,312,817		11,259,369		1,997,905
Net income	$	1,809,237	$	968,756	$	8,871,518	$	1,689,289

Less: Accumulated preferred stock dividends for the period		(1,784,113)		—		(5,294,132)		—
Net income attributable to common stockholders	$	25,124	$	968,756	$	3,577,386	$	1,689,289

Earnings (loss) per share attributable to common shareholders
Basic earnings (loss) per share	$	0.00	$	0.02	$	0.07	$	0.04
Diluted earnings (loss) per share	$	0.00	$	0.02	$	0.03	$	0.03

Weighted average number of shares outstanding - basic		51,232,943		44,145,709		50,615,437		42,903,008
Weighted average number of shares outstanding - diluted		137,954,532		44,145,709		137,337,027		56,688,640

See accompanying notes to the condensed consolidated financial statements

Table of Contents

MEDICINE MAN TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2022 and 2021


							Additional							Total
	Preferred Stock			Common Stock			Paid in		Accumulated		Treasury Stock			Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Shares	Cost		Equity
Balance, December 31, 2020	19,716	$	20	42,601,773	$	42,602	$	85,357,835	$	(42,293,098)	432,732	$	(1,332,500)	$	41,774,859

Net income (loss)	—		—	—		—		—		1,689,289	—		—		1,689,289
Issuance of stock as payment for acquisitions	20,240		20	2,213,994		2,214		25,617,766		—	—		—		25,620,000
Issuance of common stock as compensation to employees, officers and/or directors	—		—	323,530		324		680,538		—	—		—		680,862
Issuance of preferred stock in connection with sales made under private or public offerings	47,310		47	—		—		50,449,159		—	—		—		50,449,206
Dividends declared	—		—	—		—		—		(5,585,020)	—		—		(5,585,020)
Return of common stock	—		—	—		—		—		—	84,312		(184,536)		(184,536)
Stock based compensation expense related to common stock options	—		—	—		—		3,288,435		—	—		—		3,288,435

Balance, September 30, 2021	87,266	$	87	45,139,297	$	45,140	$	165,393,733	$	(46,188,829)	517,044	$	(1,517,036)	$	117,733,095


							Additional							Total
	Preferred Stock			Common Stock			Paid in		Accumulated		Treasury Stock			Stockholders’
	Shares	Value		Shares	Value		Capital		Deficit		Shares	Cost		Equity
Balance, December 31, 2021	86,994	$	87	45,484,314	$	45,485	$	162,815,097	$	(27,773,968)	517,044	$	(1,517,036)	$	133,569,665

Net income (loss)	—		—	—		—		—		8,871,518	—		—		8,871,518
Issuance of stock as payment for acquisitions	—		—	9,508,872		9,509		15,090,549		—	—		—		15,100,058
Return of common stock as compensation to employees, officers and/or directors	—		—	565,501		564		243,443		—	—		—		244,007
Issuance of common stock as compensation to employees, officers and/or directors	—		—	510,525		511		762,381		—	—		—		762,892
Return of common stock	—		—	—		—		—		—	369,415		(473,642)		(473,642)
Stock based compensation expense related to common stock options	—		—	—		—		811,897		—	—		—		811,897

Balance, September 30, 2022	86,994	$	87	56,069,212	$	56,069		179,723,367	$	(18,902,450)	886,459	$	(1,990,678)	$	158,886,395

See accompanying notes to the condensed consolidated financial statements

Table of Contents

MEDICINE MAN TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended September 30, 2022 and 2021


							Additional							Total
	Preferred Stock			Common Stock			Paid in		Accumulated		Treasury Stock			Stockholders’
	Shares	Value		Shares	Value		Capital		Deficit		Shares	Cost		Equity
Balance, June 30, 2021	87,266	$	87	42,925,303	$	42,925	$	158,787,183	$	(45,373,480)	517,044	$	(1,517,036)	$	111,939,679

Net income (loss)	—		—	—		—		—		968,756	—		—		968,756
Issuance of stock as payment for acquisitions	—		—	2,213,994		2,214		5,377,786		—	—		—		5,380,000
Issuance of common stock as compensation to employees, officers and/or directors	—		—	—		1		—		—	—		—		1
Dividends declared	—		—	—		—		—		(1,784,105)	—		—		(1,784,105)
Stock based compensation expense related to common stock options	—		—	—		—		1,228,764		—	—		—		1,228,764

Balance, September 30, 2021	87,266	$	87	45,139,297	$	45,140	$	165,393,733	$	(46,188,829)	517,044	$	(1,517,036)	$	117,733,095


							Additional							Total
	Preferred Stock			Common Stock			Paid in		Accumulated		Treasury Stock			Stockholders’
	Shares	Value		Shares	Value		Capital		Deficit		Shares	Cost		Equity
Balance, June 30, 2022	86,994	$	87	55,995,681	$	55,996	$	179,623,469	$	(20,711,687)	886,459	$	(1,990,678)	$	156,977,187

Net income (loss)	—		—	—		—		—		1,809,237	—		—		1,809,237
Return of common stock as compensation to employees, officers and/or directors	—		—	(28,824)		(29)		—		—	—		—		(29)
Issuance of common stock as compensation to employees, officers and/or directors	—		—	102,355		102		99,898		—	—		—		100,000

Balance, September 30, 2022	86,994	$	87	56,069,212	$	56,069	$	179,723,367	$	(18,902,450)	886,459	$	(1,990,678)	$	158,886,395

See accompanying notes to the condensed consolidated financial statements

Table of Contents

MEDICINE MAN TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the Periods Ended September 30, 2022 and 2021


	For the Nine Months Ended
	September 30,
	2022		2021
Cash flows from operating activities
Net income (loss) for the period		8,871,518		1,689,289
Adjustments to reconcile net income to cash provided by (used in) operating activities
Depreciation and amortization		8,329,767		7,779,828
Non-cash lease expense		493,782		—
Gain on change in derivative liabilities		(28,104,960)		(967,751)
Loss (gain) on investment, net		42,353		(210,685)
Gain loss on sale of asset		—		(292,479)
Stock based compensation		1,474,380		3,865,588
Changes in operating assets and liabilities (net of acquired amounts):
Accounts receivable		(1,100,055)		(2,179,646)
Inventory		2,829,157		(3,034,246)
Prepaid expenses and other current assets		(2,616,732)		(1,964,835)
Other assets		(940,184)		(396,183)
Operating leases right of use assets and liabilities		75,295		114,129
Accounts payable and other liabilities		5,127,786		(568,387)
Deferred Revenue		—		(50,000)
Income taxes payable		1,560,630		1,029,482
Net cash provided by (used in) operating activities		(3,957,263)		4,814,104

Cash flows from investing activities:
Collection of notes receivable		95,555		181,911
Cash consideration for acquisition of business		(92,701,905)		(71,927,071)
Purchase of fixed assets		(12,511,389)		(3,869,658)
Purchase of intangible assets		—		(29,580)
Net cash used in investing activities		(105,117,739)		(75,644,398)

Cash flows from financing activities:
Proceeds from issuance of debt		22,473,938		45,344,578
Debt issuance and discount costs		4,433,042		—
Repayment of notes payable		—		(4,865,502)
Proceeds from issuance of common stock, net of issuance costs		14,492,993		50,282,797
Net cash provided by financing activities		41,399,973		90,761,874

Net increase (decrease) in cash and cash equivalents		(67,675,029)		19,931,580
Cash and cash equivalents at beginning of period		106,400,216		1,237,236
Cash and cash equivalents at end of period	$	38,725,187	$	21,168,816

Supplemental disclosure of cash flow information:
Cash paid for interest	$	13,239,685	$	3,862,970
Cash paid for income taxes		9,840,000		—

Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock		510,525		—
Return of common stock		565,501		—
Issuance of stock as payment for acquisitions		9,508,872		—
Issuance of preferred stock in connection with private offerings		—		—

See accompanying notes to the condensed consolidated financial statements

Table of Contents

MEDICINE MAN TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

1.Organization and Nature of Operations

Medicine Man Technologies, Inc. (“we,” “us,” “our” or the “Company”) was incorporated in Nevada on March 20, 2014. On May 1, 2014, we entered into a non-exclusive Technology License Agreement with Futurevision, Inc., f/k/a Medicine Man Production Corp., dba Medicine Man Denver (“Medicine Man Denver”) pursuant to which Medicine Man Denver granted us a license to use all of the proprietary processes that it had developed, implemented and practiced at its cannabis facilities relating to the commercial growth, cultivation, marketing and distribution of medical and recreational marijuana pursuant to relevant state laws and the right to use and to license such information, including trade secrets, skills and experience (present and future) for 10 years.

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of the Company’s financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2021 and 2020, as presented in the Company’s Annual Report on Form 10-K filed on March 31, 2022 with the SEC.

In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. All such adjustments, unless otherwise noted herein, are of a normal, recurring nature. The results of operations for the current interim period are not necessarily indicative of the results of operations to be expected for the full year.

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net earnings and financial position.

On January 25, 2022, the Company acquired the assets BG3 Investments, LLC, dba Drift (“Drift”), and Black Box Licensing, LLC under the applicable asset purchase agreement.

On February 8, 2022, the Company acquired its New Mexico business under the terms of a Purchase Agreement, dated November 29, 2021, with Nuevo Holding, LLC and Nuevo Elemental Holding, LLC, both of which are indirect wholly-owned subsidiaries of the Company (collectively, the “Nuevo Purchasers”), Reynold Greenleaf & Associates, LLC (“RGA”), Elemental Kitchen and Laboratories, LLC (“Elemental”), the equity holders of RGA and Elemental, and William N. Ford, in his capacity as Representative, as amended on February 8, 2022 (the “Nuevo Purchase Agreement”). The Nuevo Purchasers acquired substantially all of the operating assets of RGA and all of the equity of Elemental and assumed specified liabilities of RGA and Elemental. Pursuant to existing laws and regulations in New Mexico, the cannabis licenses for certain facilities managed by RGA are held by two not-for-profit entities: Medzen Services, Inc. (“Medzen”) and R. Greenleaf Organics, Inc. (“R. Greenleaf” and together with Medzen, the “NFPs”). At the closing, Nuevo Holding, LLC gained control over the NFPs by becoming the sole member of each of the NFPs and replacing the directors of the two NFPs with Justin Dye, the Company’s Chief Executive Officer and one of its directors, Nancy Huber, the Company’s Chief Financial Officer, and Dan Pabon, the Company’s General Counsel, Chief Government Affairs Officer and Corporate Secretary. The business acquired from RGA consists of serving as a branding, marketing and consulting company, licensing certain intellectual property related to the business of THC-based products to Elemental and the NFPs, providing consulting services to Elemental and the NFPs, and supporting Elemental and the NFPs to promote, support, and develop sales and distribution of products. Elemental is engaged in the business of creating and distributing cannabis-derived products to licensed cannabis producers. Elemental and the NFPs are in the business of cultivating, processing and dispensing marijuana in New Mexico, with 10 dispensaries, four cultivation facilities (three operating and one under development) and one manufacturing facility. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces,

Table of Contents

Grants and Las Vegas, New Mexico. The cultivation and manufacturing facilities are located in Albuquerque, New Mexico and consists of approximately 70,000 square feet of cultivation and 6,000 square feet of manufacturing. On the same date, Nuevo Holding, LLC entered into two separate Call Option Agreements containing substantially identical terms with each of the NFPs. Each Call Option Agreement gives Nuevo Holding, LLC the right to acquire 100% of the equity or 100% of the assets of the applicable NFP for a purchase price of $100 if, in the future, the New Mexico legislature adopts legislation that permits a NFP to (i) convert to a for-profit corporation and maintain its cannabis license or (ii) sell its assets (including its cannabis license) to a for-profit corporation. The aggregate closing consideration for the acquisitions was approximately (i) $27.7 million in cash, and (ii) $17.0 million in the form of an unsecured promissory note issued by Nuevo Holding, LLC to RGA, the principal amount of which is payable on February 8, 2025 with interest payable monthly at an annual interest rate of 5%. The Nuevo Purchasers issued an “earn-out” payment of $4.5 million in cash to RGA and William N. Ford (as Representative) based on the EBITDA of the acquired business for calendar year 2021.

On February 9, 2022, the Company acquired MCG, LLC and its four wholly-owned subsidiaries (collectively, “MCG”) pursuant to the terms of an Agreement and Plan of Merger, dated November 15, 2021, with Emerald Fields Merger Sub, LLC, a wholly-owned subsidiary of the Company, MCG, MCG’s owners, and Donald Douglas Burkhalter and James Gulbrandsen in their capacity as the Member Representatives, as amended on February 9, 2022.

On February 15, 2022, Double Brow, LLC, a wholly owned subsidiary of the Company (“Double Brow”) acquired substantially all of the operating assets of Brow 2, LLC (“Brow”) related to its indoor cannabis cultivation operations located in Denver, Colorado (other than assets expressly excluded) and assumed certain liabilities for contracts acquired pursuant to the terms of the Asset Purchase Agreement, dated August 20, 2021, among Double Brow, Brow, and Brian Welsh, as the owner of Brow.

On March 17, 2022, the Company announced that its Common Stock was approved for listing on the NEO, a tier one Canadian Stock exchange based in Toronto, Ontario. The Common Stock began trading on the NEO on March 23, 2022.

On May 31, 2022, the Company acquired substantially all of the operating assets of Urban Health & Wellness, Inc d/b/a Urban Dispensary (“Urban Dispensary”) pursuant to the terms of an Asset and Personal Goodwill Purchase Agreement, dated March 11, 2022, with Double Brow, Urban Dispensary, Productive Investments, LLC, and Patrick Johnson. Urban Dispensary operates an indoor cannabis cultivation facility and a single retail dispensary, each located in Denver, Colorado.

On July 13, 2022, the Company entered into a strategic relationship with Mission Holdings US, Inc. (“Mission Holdings”), an entity affiliated with MCG, by purchasing a non-controlling equity interest in Mission Holdings. Mission Holdings offers various products and brands, including proprietary cannabis infused gummies and premium flower for medical and recreational sale in Colorado and California. The Company has the right to acquire 100% of the equity interest in Mission Holdings on or after the three-year anniversary of the investment.

2.Critical Accounting Policies and Estimates

Inventory

Inventory of purchased finished goods and packing materials are initially valued at cost and subsequently at the lower of cost and net realizable value. Costs incurred during the growing and production process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes.

Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Table of Contents

Cost is determined using the average lot cost. Products for resale and supplies and consumables are valued at lower of cost and net realizable value. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventories are written down to net realizable value. There were no reserves for obsolete inventory as of September 30, 2022 and December 31, 2021.

3.Notes Receivable

On March 12, 2021, the Company sold equipment to Colorado Cannabis Company LLC (“Colorado Cannabis”). Colorado Cannabis is obligated to pay $215,000, payable in equal monthly installments for 18 months commencing 30 days from the date of taking possession of the equipment pursuant to the Purchase and Sale Agreement, dated January 29, 2021, between the Company and Colorado Cannabis. As of September 30, 2022, the outstanding balance, including penalties for late payments, on the receivable from Colorado Cannabis totaled $47,778.

4.Property and Equipment

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


	September 30,		December 31,
	2022		2021
Furniture and fixtures	$	719,308	$	300,798
Leasehold improvements		6,441,179		853,599
Vehicles, machinery, and tools		3,589,889		2,152,129
Land		931,506		35,000
Software, servers and equipment		4,287,881		2,550,154
Building		4,830,976		2,910,976
Construction in process		8,802,817		3,439,543
Total Asset Cost	$	29,603,556	$	12,242,199
Less: Accumulated depreciation		(4,011,034)		(1,988,973)
Total property and equipment, net of depreciation	$	25,592,522	$	10,253,226

Depreciation on equipment is provided on a straight-line basis over its expected useful lives at the following annual rates.


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

Depreciation expense for the three and nine months ended September 30, 2022 was $798,354 and $2,022,061, respectively and $364,399 and $818,174 for the three and nine months ended September 30, 2021, respectively.

Construction in process represents build out of the Company’s cultivation operations based in Colorado and New Mexico. The amount represents the “invoiced to date” construction costs and includes general contractor fees, construction materials, construction labor and other items.

Table of Contents

5.Intangible Asset

Intangible assets as of September 30, 2022 and December 31, 2021 were comprised of the following:


	September 30, 2022				December 31, 2021
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
License Agreements	$	112,475,280	$	(10,399,917)	$	94,230,280	$	(5,496,902)
Tradename		6,024,325		(1,561,167)		4,560,000		(845,667)
Customer Relationships		5,150,000		(1,290,476)		5,150,000		(933,690)
Non-compete		1,295,000		(675,972)		1,205,000		(348,056)
Product License and Registration		57,300		(20,828)		57,300		(17,963)
Trade Secret		32,500		(12,097)		32,500		(10,472)
Total	$	125,034,405	$	(13,960,457)	$	105,235,080	$	(7,652,750)

Amortization expense for the three and nine months ended September 30, 2022 was $2,030,012 and $6,307,706, respectively and $2,609,987 and $6,961,654 for the three and nine months ended September 30, 2021, respectively.


	Amortization
	Expense
Aggregate for year ended 12/31/2022	$	8,774,887
Estimated for year ended 12/31/2023		9,842,054
Estimated for year ended 12/31/2024		9,520,667
Estimated for year ended 12/31/2025		9,412,888
Estimated for year ended 12/31/2026		8,638,056
Estimated for year ended 12/31/2027		8,330,329
Thereafter		56,555,067
Total	$	111,073,948

6.Derivative Liability

Investor Note

On December 3, 2021, the Company and its subsidiaries, as guarantors (the “Subsidiary Guarantors”) entered into a Securities Purchase Agreement with 31 accredited investors (the “Note Investors”) pursuant to which the Company agreed to issue and sell to the Note Investors 13% senior secured convertible notes due December 7, 2026 (the “Investor Notes”) in an aggregate principal amount of $95,000,000 for an aggregate purchase price of $93,100,000 (reflecting an original issue discount of $1,900,000, or 2%) in a private placement. On December 7, 2021, the Company consummated the private placement and issued and sold the Investor Notes pursuant to the Indenture entered into among the Company, the Subsidiary Guarantors, Chicago Atlantic Admin, LLC, as collateral agent, and Ankura Trust Company, LLC, as trustee (as may be supplemented and/or amended from time to time, the “Indenture”). The Company received net proceeds of approximately $92,000,000 at the closing, after deducting a commission to the placement agent and estimated offering expenses associated with the private placement payable by the Company. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted pursuant to the Indenture. The Investor Notes bear interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date

Table of Contents

as if the Investor Notes were subject to an annual interest rate of 9%, with the remainder of the accrued interest payable as an increase to the principal amount of the Investor Notes.

A reconciliation of the beginning and ending balances of the derivative liabilities for the periods ended September 30, 2022 and December 31, 2021 were as follows:


Balance as of January 1, 2021	$	—

Fair value of derivative liabilities on issuance date		48,936,674
Gain on derivative liability		(14,013,661)

Balance as of December 31, 2021	$	34,923,013

Loss on derivative liability		13,417,472

Balance as of March 31, 2022	$	48,340,485

Gain on derivative liability		(36,705,764)

Balance as of June 30, 2022	$	11,634,721

Gain on derivative liability		(4,816,668)

Balance as of September 30, 2022	$	6,818,053

The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities. In accordance with GAAP, a contract to issue a variable number of equity shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognized in the consolidated statements of operations at each period-end. The Company utilizes a Monte Carlo simulation in determining the appropriate fair value. The derivative liability will ultimately be converted into the Company’s equity when the Investor Notes are converted or will be extinguished on the repayment of the Investor Notes. The derivative liability will not result in the outlay of any additional cash by the Company. Upon initial recognition, the Company recorded a derivative liability and debt discount of $48,936,674 in relation to the derivative liability portion of the Investor Notes. The Company recorded $1,915,403 and $5,505,420 for the three and nine months ended September 30, 2022, respectively, in amortization related to the debt discount.

7.Related Party Transactions

Transactions Involving Former Directors, Executive Officers or Their Affiliated Entities

During the year ended December 31, 2019, the Company made loans to MedPharm Holdings LLC (“MedPharm”) totaling $767,695 evidenced by promissory notes with original maturity dates ranging from September 21, 2019 through January 19, 2020 and all bearing interest at 8% per annum. On August 1, 2020, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with MedPharm pursuant to which (i) the parties agreed that the outstanding amount owed by MedPharm to the Company was $767,695 of principal and $47,161 in accrued and unpaid interest, (ii) MedPharm paid the Company $100,000 in cash, (iii) Andrew Williams returned 175,000 shares of Common Stock to the Company, as partial repayment of the outstanding balance at a value of $1.90 per share. These shares are held in treasury. The remaining outstanding principal and interest of $181,911 due and payable by MedPharm under the Settlement Agreement was to be paid out in bi-weekly installments of product by scheduled deliveries through September 30, 2021. This amount was paid off on April 19, 2021.

Table of Contents

Transactions with Entities Affiliated with Justin Dye

The Company has participated in several transaction involving Dye Capital, Dye Capital Cann Holdings, LLC (“Dye Cann I”) and Dye Capital Cann Holdings II, LLC (“Dye Cann II”). Justin Dye, the Company’s Chief Executive Officer, one of its directors, and the largest beneficial owner of Common Stock and Preferred Stock, controls Dye Capital and Dye Capital controls Dye Cann I and Dye Cann II. Dye Cann I is the largest holder of the Company’s outstanding Common Stock. Dye Cann II is a significant holder of our Preferred Stock. Mr. Dye has sole voting and dispositive power over the securities held by Dye Capital, Dye Cann I, and Dye Cann II.

The Company entered into a Securities Purchase Agreement with Dye Cann I on June 5, 2019, (as amended, the “Dye Cann I SPA”) pursuant to which the Company agreed to sell to Dye Cann I up to between 8,187,500 and 10,687,500 shares of Common Stock in several tranches at $2.00 per share and warrants to purchase 100% of the number of shares of Common Stock sold at a purchase price of $3.50 per share. At the initial closing on June 5, 2019, the Company sold to Dye Cann I 1,500,000 shares of Common Stock and warrants to purchase 1,500,000 shares of Common Stock for gross proceeds of $3,000,000, and the Company has consummated subsequent closings for an aggregate of 9,287,500 shares of Common Stock and warrants to purchase 9,287,500 shares of Common Stock for aggregate gross proceeds of $18,575,000 to the Company. The terms of the Dye Cann I SPA are disclosed in the Company’s Current Report on Form 8-K filed on June 6, 2019. The Company and Dye Cann I entered into a first amendment to the Dye Cann I SPA on July 15, 2019, as described in the Company’s Current Report on Form 8-K filed on July 17, 2019, a second amendment to the Dye Cann I SPA on May 20, 2020, as described in the Company’s Current Report on Form 8-K filed on May 22, 2020, and a Consent, Waiver and Amendment on December 16, 2020, as described in the Company’s Current Report on Form 8-K filed on December 23, 2020. At the time of the initial closing under the Dye Cann I SPA, Justin Dye became a director and the Company’s Chief Executive Officer.

The Company granted Dye Cann I certain demand and piggyback registration rights with respect to the shares of Common Stock sold under the Dye Cann I SPA and issuable upon exercise of the warrants sold under the Dye Cann I SPA. The Company also granted Dye Cann I the right to designate one or more individuals for election or appointment to the Company’s board of directors (the “Board”) and Board observer rights. Further, under the Dye Cann I SPA, until June 5, 2022, if the Company desires to pursue debt or equity financing, the Company must first give Dye Cann I an opportunity to provide a proposal to the Company with the terms upon which Dye Cann I would be willing to provide or secure such financing. If the Company does not accept Dye Cann I’s proposal, the Company may pursue such debt or equity financing from other sources but Dye Cann I has a right to participate in such financing to the extent required to enable Dye Cann I to maintain the percentage of Common Stock (on a fully-diluted basis) that it then owns, in the case of equity securities, or, in the case of debt, a pro rata portion of such debt based on the percentage of Common Stock (on a fully-diluted basis) that it then owns. The warrants granted to Dye Cann I pursuant to the Dye Cann I SPA expired on June 5, 2022.

The Company entered into a Securities Purchase Agreement (as amended, the “Dye Cann II SPA”) with Dye Cann II on November 16, 2020 pursuant to which the Company agreed to sell to Dye Cann II shares of Preferred Stock in one or more tranches at a price of $1,000 per share. The terms of the Dye Cann II SPA are disclosed in the Company’s Current Report on Form 8-K filed on December 23, 2020. The Company and Dye Cann II entered into an amendment to the Dye Cann II SPA on December 16, 2020, as described in the Company’s Current Report on Form 8-K filed on December 23, 2020, a second amendment to the Dye Cann II SPA on February 3, 2021, as described in the Company’s Form 8-K filed on February 9, 2021, and a third amendment to the Dye Cann II SPA on March 30, 2021, as described under Item 9B of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company issued and sold to Dye Cann II 7,700 shares of Preferred Stock on December 16, 2020, 1,450 shares of Preferred Stock on December 18, 2020, 1,300 shares of Series Preferred Stock on December 22, 2020, 3,100 shares of Preferred Stock on February 3, 2021, 1,300 shares of Preferred Stock on February 25, 2021, 2,500 shares of Preferred Stock on March 2, 2021 and 4,000 shares of Preferred Stock on March 30, 2021. As a result, the Company issued and sold an aggregate of 21,350 shares of Preferred Stock to Dye Cann II for aggregate gross proceeds of $21,350,000.

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

Table of Contents

On December 16, 2020, the Company entered into a Secured Convertible Note Purchase Agreement with Dye Capital and issued and sold to Dye Capital a Convertible Note and Security Agreement in the principal amount of $5,000,000 as described in the Company’s Current Report on Form 8-K filed on December 23, 2020. On February 26, 2021, Dye Capital elected to convert the $5,000,000 principal amount and the $60,250 of accrued but unpaid interest under the Convertible Promissory Note and Security Agreement under its terms and Dye Capital and the Company entered into a Conversion Notice and Agreement pursuant to which the Company issued 5,060 shares of Preferred Stock to Dye Capital and also paid Dye Capital $230.97 in cash in lieu of issuing any fractional shares of Series Preferred Stock upon conversion, as described in the Company’s Current Report on Form 8-K filed on March 4, 2021.

The Company previously reported the terms of the Preferred Stock in the Company’s Current Report on Form 8-K filed on December 23, 2020.

During the year ended December 31, 2021 the Company recorded expenses of $214,908 with Tella Digital. As of September 30, 2022, the Company recorded expenses of $254,136 with Tella Digital. Tella Digital provides on-premise digital experience solutions for our retail dispensary locations. Mr. Dye is an indirect partial owner of and serves as Chairman of Tella Digital. Nirup Krishnamurthy, the Company’s President and one of its directors, is also an indirect partial owner of Tella Digital.

Transactions with Entities Affiliated with Jeffrey Cozad

On February 26, 2021, the Company entered into a Securities Purchase Agreement (the “CRW SPA”) with CRW Cann Holdings, LLC (“CRW”) pursuant to which the Company issued and sold 25,350 shares of Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of Common Stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of Common Stock issuable upon conversion of the Preferred Stock under the CRW SPA. On the same date, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Preferred Stock beneficially held by CRW on the applicable date on an as-converted to Common Stock basis divided by the total number of shares of Common Stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for Common Stock at the time of determination). Further, under the letter agreement, the Company paid CRW Capital, LLC, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $150,000 in monthly installments of $12,500. The Company paid CRW a monitoring fee of $125,000 during 2021 and $25,000 in monitoring fees as of September 30, 2022. On March 14, 2021, the Board appointed Jeffrey A. Cozad as a director to fill a vacancy on the Board. Mr. Cozad is a manager and owns 50% of CRW Capital, LLC, and he shares voting and disposition power over the shares of Preferred Stock held by CRW. Mr. Cozad and his family members indirectly own membership interests in CRW. The Company previously reported the terms of the CRW SPA and the CRW letter agreement in the Company’s Current Report on Form 8-K filed March 4, 2021.

On December 7, 2021, the Company entered into a Securities Purchase Agreement with Cozad Investments, L.P. pursuant to which the Company issued an Investor Note in the aggregate principal amount of $250,000 to Cozad Investments, L.P. for $245,000 in cash. The Investor Note bears interest at 13% per year payable quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Investor Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Cozad is a manager of CRW, majority owner of Cozad Investments, L.P., and a member of the Board.

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

Table of Contents

Transactions with Entities Affiliated with Marc Rubin

On February 26, 2021, the Company entered into the CRW SPA with CRW, of which Marc Rubin is a beneficial owner. Pursuant to the CRW SPA, the Company issued and sold 25,350 shares of Series A Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of the Company’s common stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock under the CRW SPA. Effective February 4, 2022, the Company registered the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock on a Form S-3. Also on February 26, 2021, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Series A Preferred Stock beneficially held by CRW on the applicable date on an as-converted-to-common-stock basis divided by the total number of shares of common stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for common stock at the time of determination). Further, under the letter agreement, the Company paid CRW Capital, LLC, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $125,000 in 2021 and total monitoring fees of $25,000 as of September 30, 2022. Mr. Rubin is a manager and 50% owner of CRW Capital, LLC, and he shares voting and disposition power over the shares of Series A Preferred Stock held by CRW. In October 2022, the Board appointed Mr. Rubin as a director to fill a vacancy on the Board.

On December 7, 2021, the Company entered into a Securities Purchase Agreement with The Rubin Revocable Trust U/A/D 05/09/2011 (the “Rubin Revocable Trust”) pursuant to which the Company issued an Investor Note in the aggregate principal amount of $100,000 to the Rubin Revocable Trust for $98,000 in cash. The Investor Note bears interest at 13% per year payable quarterly commencing March 31, 2022 in cash for the amount equal to the amount payable on such date as if the Investor Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Rubin is the majority owner of the Rubin Revocable Trust.

Transactions with Entities Affiliated with Brian Ruden

The Company has participated in several transactions involving entities owned or affiliated with Brian Ruden, one of its former directors as of October 2022, a beneficial owner of more than 5% of the Common Stock, and a beneficial owner of more than 5% of the Preferred Stock.

Between December 17, 2020 and March 2, 2021, the Company’s wholly-owned subsidiary SBUD LLC consummated the Star Buds Acquisition. The Company previously reported the terms of the applicable purchase agreements and related amendments in the Company’s Current Reports on Form 8-K filed June 8, 2020, September 21, 2020, December 22, 2020, and March 8, 2021.

The aggregate purchase price for the Star Buds Acquisition was $118,000,000, paid as follows: (i) $44,250,000 in cash at the applicable closings, (ii) $44,250,000 in deferred cash, also referred to in this report Quarterly Report on Form 10-Q as “seller note(s),” which are subject to 12% interest per annum (iii) 29,506 shares of Preferred Stock, of which 25,078 shares were issued at the applicable closings and 4,428 shares are held in escrow and will be released post-closing to either the applicable sellers or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock to the sellers. The Company has not paid any principal and has paid an aggregate of $8,763,387 of interest on the seller notes as of September 30, 2022.

Mr. Ruden’s interest in the aggregate purchase price for the Star Buds Acquisition is as follows: (i) $13,727,490 in cash at the applicable closings, (ii) $13,727,490 in seller notes, (iii) 9,151 shares of Preferred Stock, of which 7,778 shares were issued at the applicable closings and 1,373 shares are held in escrow and will be released post-closing to either Mr. Ruden or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 1,715,936 shares of Common Stock to Mr. Ruden. The Company has paid Mr. Ruden an aggregate of $2,714,487 in interest on his seller notes as of September 30, 2022.

Table of Contents

Mr. Ruden was a part-owner of a majority of the Star Buds companies that sold assets to SBUD LLC. Mr. Ruden owned 50% of Colorado Health Consultants LLC, 50% of Starbuds Pueblo LLC, 50% of Starbuds Alameda LLC, 47.5% of Starbuds Aurora LLC, 46% of SB Arapahoe LLC, 36% of Starbuds Commerce City LLC, 30% of Starbuds Louisville LLC, 25% of Starbuds Niwot LLC, 16.66% of Lucky Ticket LLC, 15% of KEW LLC, 15% of the entity that owned Mountain View 44^th LLC, and 10% of LM MJC LLC.

In connection with acquiring the Star Buds assets for our Pueblo West, Niwot, Commerce City, Lakeside, Arapahoe and Aurora locations, SBUD LLC entered into a lease with each of 428 S. McCulloch LLC, Colorado Real Estate Holdings LLC, 5844 Ventures LLC, 5238 W 44^th LLC, 14655 Arapahoe LLC and Montview Real Estate LLC, on substantially the same terms. Each of the leases is for an initial three-year term. The lease with 428 S. McCulloch LLC is for the Company’s Pueblo West Star Buds location and was effective on December 17, 2020. The lease with Colorado Real Estate Holdings LLC and 5844 Ventures LLC is for the Company’s Niwot and Commerce City Star Buds locations, respectively, and was effective on December 18, 2020. The lease with 5238 W 44^th LLC is for the Company’s Lakeside Star Buds location and was effective on February 3, 2021. The lease with 14655 Arapahoe LLC and Montview Real Estate LLC is for the Company’s Arapahoe and Aurora locations, respectively, and was effective on March 2, 2021. The 428 S McCulloch LLC, 5844 Ventures LLC and 5238 W 44^th LLC provides for a monthly rent payment of $5,000 with an aggregate of $180,000 during the initial term of the leases. The Colorado Real Estate Holdings LLC lease provides for a monthly rent payment of $6,779 with an aggregate of $244,044 during the initial term of the lease. The 14655 Arapahoe LLC lease provides for a monthly rent payment of $12,367 with an aggregate of $445,212 during the initial term of the lease. The Montview Real Estate LLC lease provides for a monthly rent of $6,250 with an aggregate of $225,000 during the initial term of the lease. During 2020, SBUD LLC made aggregate rent payments of $10,000. SBUD LLC made aggregate rent payments of $363,564 and $449,297 for the periods ending September 30, 2022 and December 31, 2021, respectively. In addition, SBUD LLC must pay each landlord’s expenses and disbursements incurred in connection with the ownership, operation, maintenance, repair and replacement of the premises. SBUD LLC has the option to renew each lease for two additional three-year terms with escalation. The Company has an option to purchase the premises at fair market value at any time during the lease term and also has a right of first refusal if the landlords desire to sell the premises to a third party.

On December 17, 2020, SBUD LLC entered into a Trademark License Agreement with Star Brands LLC under which Star Brands LLC licenses certain trademarks to SBUD LLC effective as of the closing of the entire Star Buds Acquisition. SBUD LLC has no payment obligation under this agreement. Mr. Ruden is a part-owner of Star Brands LLC.

In connection with the Star Buds Acquisition, the Company granted Mr. Ruden and Naser Joudeh the right designate individuals for election or appointment to the Board.

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

Transactions with Jeffrey Garwood

On December 7, 2021, the Company entered into a Securities Purchase Agreement with Jeff Garwood pursuant to which the Company issued an Investor Note in the aggregate principal amount of $300,000 to Mr. Garwood for $294,000 in cash. The Investor Note bears interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Garwood is a member of the Board.

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

Transactions with Pratap Mukharji

On December 7, 2021, the Company entered into a Securities Purchase Agreement with Pratap Mukharji pursuant to which the Company issued an Investor Note in the aggregate principal amount of $200,000 to Mr. Mukharji for $196,000 in cash.

Table of Contents

The Investor Note bears interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Mukharji is a member of the Board.

On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock and 22,728 shares of Common Stock, respectively, to Mr. Mukharji as compensation for service on the Board. These shares are valued at $70,001 and $35,001 for May and June 2022, respectively.

Transactions with Paul Montalbano

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

Transactions with Jonathan Berger

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

Transactions with Salim Wahdan

The Company has participated in several transactions involving entities owned or affiliated with Salim Wahdan, one of its directors, related to the acquisition of the Star Buds assets.

Between December 17, 2020 and March 2, 2021, SBUD LLC acquired the Star Buds assets. The Company previously reported the terms of the applicable purchase agreements and related amendments in the Company’s Current Reports on Form 8-K filed June 8, 2020, September 21, 2020, December 22, 2020, and March 8, 2021.

The aggregate purchase price for the Star Buds Acquisition was $118,000,000, paid as follows: (i) $44,250,000 in cash at the applicable closings, (ii) $44,250,000 in seller notes subject to 12% interest per annum (iii) 29,506 shares of Preferred Stock, of which 25,078 shares were issued at the applicable closings and 4,428 shares are held in escrow and will be released post-closing to either the applicable sellers or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock to the sellers. The Company has not paid any principal and has paid an aggregate of $8,763,387 of interest on the seller notes as of September 30, 2022.

Mr. Wahdan’s interest in the aggregate purchase price for the Star Buds assets is as follows: (i) $1,361,360 in cash at the applicable closings, (ii) $1,361,360 in seller notes, and (iii) 1,036 shares of Series A Preferred Stock, of which 880 shares were issued at the applicable closings and 156 shares were held in escrow for release post-closing to either Mr. Wahdan or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 193,930 shares of common stock to Mr. Wahdan. The Company has paid Mr. Wahdan an aggregate of $313,331 in interest on his seller notes as of September 30, 2022.

Mr. Wahdan was a partial owner of certain of the Star Buds companies that sold assets to SBUD, LLC. Mr. Wahdan owned 3.48% of Starbuds Louisville LLC, 9.25% of KEW LLC, 16.67% of Lucky Ticket LLC, and 8% of the entity that owned Mountain View 44^th LLC.

In connection with acquiring the Star Buds assets for our Lakeside location, SBUD LLC entered into a lease with each of 5238 W 44th LLC. The lease is for an initial three-year term, starting effective on February 3, 2021. The lease provides

Table of Contents

for a monthly rent payment of $5,000 with an aggregate of $180,000 during the initial term of the leases. During 2021, SBUD LLC paid an aggregate of $55,000, in rent under this lease. From January 1 through September 30, 2022, SBUD LLC paid an aggregate of $45,000 in rent under these leases. In addition, SBUD LLC must pay landlord’s expenses and disbursements incurred in connection with the ownership, operation, maintenance, repair and replacement of the premises. SBUD LLC has the option to renew the lease for two additional three-year terms with escalation. The Company has an option to purchase the premises at fair market value at any time during the lease term and also has a right of first refusal if the landlords desire to sell the premises to a third party.

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

8.Goodwill Accounting

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


		Retail		Wholesale		Other		Total

Balance as of January 1, 2022		$	26,349,025	$	13,964,016	$	3,003,226	$	43,316,267
	Goodwill acquired during 2022		19,799,102		1,792,000		34,045,420		55,636,522
	Measurement-period adjustment to prior year acquisition		640,001		—		—		640,001

Balance as of September 30, 2022		$	46,788,128	$	15,756,016	$	37,048,646	$	99,592,790

Goodwill related to the Other segment is driven by the New Mexico acquisition. At this time, ASC 805 valuation has not been finalized, therefore goodwill estimated for the acquisition is classified in Other until valuation can be completed.

The Company performed its annual fair value assessment as of December 31, 2021, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that no impairment exists. No additional factors or circumstances existed as of September 30, 2022, that would indicate impairment.

9.Business Combination

On January 26, 2022, the Company acquired the assets of Drift, and Black Box Licensing, LLC, which operates dispensaries in Colorado, under the applicable asset purchase agreement. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $3,344,555 of goodwill and intangibles, however valuation has not been finalized.

On February 8, 2022, the Company acquired its New Mexico business under the Nuevo Purchase Agreement with the Nuevo Purchasers, RGA, Elemental, the equity holders of RGA and Elemental and William N. Ford, in his capacity as Representative, as amended on February 9, 2022. The Nuevo Purchasers acquired substantially all the operating assets of RGA and all of the equity of Elemental and assumed specified liabilities of RGA and Elemental. Pursuant to existing laws and regulations in New Mexico, the cannabis licenses for certain facilities managed by RGA are held by the NFPs. At the

Table of Contents

closing, Nuevo Holding, LLC gained control over the NFPs by becoming the sole member of each of the NFPs and replacing the directors of the two NFPs with Justin Dye, the Company’s Chief Executive Officer and one of its directors, Nancy Huber, the Company’s Chief Financial Officer, and Dan Pabon, the Company’s General Counsel, Chief Government Affairs Officer and Corporate Secretary. The business acquired from RGA consists of serving as a branding, marketing and consulting company, licensing certain intellectual property related to the business of THC-based products to Elemental and the NFPs, providing consulting services to Elemental and the NFPs, and supporting Elemental and the NFPs to promote, support, and develop sales and distribution of products. Elemental is engaged in the business of creating and distributing cannabis-derived products to licensed cannabis producers. Elemental and the NFPs are in the business of cultivating, processing and dispensing marijuana in New Mexico, with 10 dispensaries, four cultivation facilities (three operating and one under development) and one manufacturing facility. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico. The cultivation and manufacturing facilities are located in Albuquerque, New Mexico and consists of approximately 70,000 square feet of cultivation and 6,000 square feet of manufacturing. On the same date, Nuevo Holding, LLC entered into two separate Call Option Agreements containing substantially identical terms with each of the NFPs. Each Call Option Agreement gives Nuevo Holding, LLC the right to acquire 100% of the equity or 100% of the assets of the applicable NFP for a purchase price of $100 if, in the future, the New Mexico legislature adopts legislation that permits a NFP to (i) convert to a for-profit corporation and maintain its cannabis license or (ii) sell its assets (including its cannabis license) to a for-profit corporation. The aggregate closing consideration for the acquisitions was approximately (i) $27.7 million in cash, and (ii) $17.0 million in the form of an unsecured promissory note issued by Nuevo Holding, LLC to RGA, the principal amount of which is payable on February 8, 2025 with interest payable monthly at an annual interest rate of 5%. The Nuevo Purchasers may be required to make a potential “earn-out” payment of up to $4.5 million in cash to RGA and William N. Ford (as Representative) based on the EBITDA of the acquired business for calendar year 2021. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $34,045,420 of goodwill and intangibles, however valuation has not been finalized.

On February 9, 2022, the Company acquired MCG, which operates dispensaries located in Colorado pursuant to the terms of an Agreement and Plan of Merger, dated November 15, 2021, with Emerald Fields Merger Sub, LLC, a wholly-owned subsidiary of the Company, MCG, MCG’s owners and Donald Douglas Burkhalter and James Gulbrandsen in their capacity as the Member Representatives, as amended on February 9, 2022. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $13,596,399 of goodwill and $12,400,000 of intangibles.

On February 15, 2022, the Company acquired substantially all of the operating assets of Brow related to its indoor cannabis cultivation operations located in Denver, Colorado (other than assets expressly excluded) and assumed certain liabilities for contracts acquired pursuant to the terms of the Asset Purchase Agreement, dated August 20, 2021, among Double Brow, Brow, and Brian Welsh, as the owner of Brow. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $1,792,000 of goodwill and $3,970,000 of intangibles.

On May 31, 2022, the Company acquired substantially all of the operating assets of Urban Dispensary, which operates a dispensary and indoor cultivation in Colorado, pursuant to the terms of an Asset and Personal Goodwill Purchase Agreement, dated March 11, 2022, with Double Brow, Urban Dispensary, Productive Investments, LLC, and Patrick Johnson. Urban Dispensary operates an indoor cannabis cultivation facility and a single retail dispensary, each located in Denver, Colorado. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $2,858,148 of goodwill and intangibles, however valuation has not been finalized.

As of three and nine months ended September 30, 2022, the Company acquired cannabis brands and other assets of Drift, RGA, MCG, Brow, Urban Dispensary, and 100% of the equity of Elemental.

Table of Contents

These transactions were accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). In consideration of the sale and transfer of the acquired assets the Company paid as follows:


	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Cash	$	32,202,123	$	18,268,825	$	9,933,250
Seller notes		17,000,000		—		—
Common stock		—		11,600,000		3,500,000
Total purchase price	$	49,202,123	$	29,868,825	$	13,433,250

As of September 30, 2022, the Company’s allocation of purchase price is as follows:


Description	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Assets acquired:
Cash	$	2,860,706	$	650,469	$	17,100
Accounts receivable		—		196,879		—
Other assets		—		156,000		605,112
Inventory		10,520,579		1,655,000		820,584
Fixed assets		2,137,002		2,687,000		25,966
Other long term assets		2,500		—		—
Intangible assets		—		12,400,000		3,970,000
Goodwill		34,045,420		13,596,399		7,994,703
Total Assets acquired	$	49,566,207	$	31,341,747	$	13,433,465
Liabilities and Equity assumed:
Accounts payable	$	295,043	$	458,622	$	—
Accrued liabilities		69,041		1,014,300		215
Total Liabilities and Equity assumed		364,084		1,472,922		215
Estimated fair value of net assets acquired	$	49,202,123	$	29,868,825	$	13,433,250

The goodwill, which is not expected to be deductible for income tax purposes, consists largely of the synergies, assembled workforce and economies of scale expected from combining the operations of the acquired entities with the Company.

10.Inventory

As of September 30, 2022, and December 31, 2021, respectively, the Company had $7,295,263 and $5,573,329 of finished goods inventory. As of September 30, 2022, the Company had $10,049,172 of work in process and $3,944,568 of raw materials. As of December 31, 2021, the Company had $5,535,992 of work in process and $12,676 of raw materials. The Company uses the FIFO inventory valuation method.

11.Debt

Term Loan — On February 26, 2021, the Company entered into a Loan Agreement with SHWZ Altmore, LLC (“Altmore”), as lender, and GGG Partners LLC, as collateral agent. Upon execution of the Loan Agreement, the Company received $10,000,000 of loan proceeds. In connection with the Company’s acquisition of Southern Colorado Growers, the Company received an additional $5,000,000 of loan proceeds under the Loan Agreement. The term loan incurs 15% interest per annum, payable quarterly on March 1, June 1, September 1, and December 1 of each year. The Company will be required to make principal payments beginning on June 1, 2023 in the amount of $750,000, payable quarterly with the remainder of the principal due upon maturity on February 26, 2025.

Under the terms of the loan, the Company must comply with certain restrictions. These include customary events of default and various financial covenants including, maintaining (i) a consolidated fixed charge coverage ratio of at least 1.3 at the end of each fiscal quarter beginning in the first quarter of 2022, and (ii) a minimum of $3,000,000 in a deposit account in which the lender has a security interest. As of September 30, 2022, the Company was in compliance with the requirements described above.

Table of Contents

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

As part of the acquisition under the Nuevo Purchase Agreement, the company entered into a deferred payment arrangement with the sellers in an aggregate amount of $17,000,000. The deferred payment arrangement incurs 5% interest per year, payable on the first of each month. The principal is due February 7, 2025.

Investor Notes – On December 3, 2021, the Company and the Subsidiary Guarantors entered into a Securities Purchase Agreement with the Note Investors pursuant to which the Company agreed to issue and sell to the Note Investors Investor Notes in a private placement. On December 7, 2021, the Company consummated the private placement and issued and sold the Investor Notes pursuant to the Indenture. The Company received net proceeds of approximately $92,000,000 at the closing, after deducting a commission to the placement agent and estimated offering expenses associated with the private placement payable by the Company. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted. A holder of an Investor Note may convert all or any portion of the Investor Note into shares of Common Stock at any time until the close of business on the business day immediately preceding the maturity date of the Inventor Notes, at a conversion price equal to $2.24 per share (“Conversion Price”). The Conversion Price will be adjusted in the event of any change in the outstanding Common Stock by way of stock subdivision (including a stock split), stock combination, issuance of stock or cash dividends, distributions of other securities or assets and other corporate actions. The number of shares issuable upon conversion of the Investor Notes will be equal to the principal amount of the Investor Note plus accrued interest divided by the conversion price (the “Conversion Rate”).

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

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

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

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

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

Table of Contents

The Indenture includes customary affirmative and negative covenants, including limitations on liens, additional indebtedness, repurchases and redemptions of any equity interest in the Company or any Subsidiary Guarantor (as defined in the Indenture), certain investments, and dividends and other restricted payments, and customary events of default. Starting on December 7, 2022, the Company must maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the Indenture) of no less than 1.30 to 1.00 as of the last day of each quarter, and the Company and the Subsidiary Guarantors are required to have at least $10,000,000 in cash (in aggregate) on the last day of each quarter in deposit accounts for which the collateral agent has a perfected security interest in. The Company and the Subsidiary Guarantors are restricted from making certain payments, including but not limited to (i) payment of dividends, (ii) repurchase, redemption, retire, or otherwise acquire any equity interest, option, or warrant of the Company or any Subsidiary Guarantor, and (iii) payment to any equity holder of the Company or a Subsidiary Guarantor for services provided pursuant to management, consulting, or other service agreement (the “Restricted Payments”) but the Company may declare and pay dividends if payable solely in its own equity, or, in the case of the Subsidiary Guarantors, amounts payable to such subsidiaries with respect to its applicable equity ownership. Provided the Company is not in default under the terms of the Indenture, the Company may make Restricted Payments not otherwise permitted thereunder (a) in an amount not to exceed $500,000 until discharge of the Indenture, or (b) after December 7, 2024, so long as the Company’s Consolidated Leverage Ratio (as defined in the Indenture) is between 1.00 and 2.25 for the applicable reference period at the time of the Restricted Payment after giving pro forma effect thereto.

The Indenture contains restrictions and limitations on the Company’s ability to incur additional debt and grant liens on its assets. The Company and its Subsidiary Guarantors are not permitted to incur additional debt or issue Disqualified Equity Interests (as defined in the Indenture) unless the Company’s Consolidated Leverage Ratio is between 1.00 and 2.25 after giving pro forma effect thereto. In addition, the Company is not permitted to grant a senior lien on its assets (excluding acquisition target assets that are identified in the Indenture) to secure indebtedness unless and until (a) at least $80,000,000 of the net proceeds from the Notes (plus the proceeds of certain sale-leaseback transactions) have been used to consummate Permitted Acquisitions prior to the granting of any such lien, and (b) the Consolidated Leverage Ratio for the applicable reference period, calculated on a pro forma basis giving effect to such acquisition and all related transactions, is less than 1.40 to 1.00. As of September 30, 2022, the Company expended approximately $81,780,000 of the proceeds from the Investor Notes on acquisitions. The Indenture provides that the Company and its Subsidiary Guarantors may incur debt under certain circumstances, including but not limited to, (i) debt incurred related to certain acquisitions and dispositions, including capital lease obligations and sale-leaseback transactions not to exceed $5,500,000 (plus up to an additional $2,200,000 in connection with certain transactions identified prior to the Issuance Date) in the aggregate at any time, (ii) certain transactions in the ordinary course of business, and (iii) any other unsecured debt not to exceed $1,000,000 at any time.

Table of Contents

The following tables sets forth our indebtedness as of September 30, 2022 and December 31, 2021, respectively, and future obligations:


	September 30,		December 31,
	2022		2021

Term loan dated February 26, 2021, in the original amount of $10,000,000. An additional $5,000,000 was added to the loan agreement on July 28, 2021. Interest of 15% per annum, due quarterly. Principal payments begin June 1, 2023.	$	15,000,000	$	15,000,000

Seller notes dated December 17, 2020 in the original amount of $44,250,000. Interest of 12% per annum, due monthly. Principal payments begin December 17, 2025.		44,250,000		44,250,000

Investor note dated December 3, 2021, in the original amount of $95,000,000. Interest of 13% per annum, 9% payable in cash and 4% accreting to the principal amount.		98,137,022		95,000,000

Seller note dated February 7, 2022 in the original amount of $17,000,000. Interest of 5% per annum, due monthly. Principal balance is due February 7, 2025.		17,000,000		—

Less: unamortized debt issuance costs		(7,025,206)		(8,289,743)
Less: unamortized debt discount		(42,972,369)		(48,477,789)

Total long term debt		124,389,447		97,482,468
Less: current portion of long term debt		(1,500,000)		—

Long term debt and unamortized debt issuance costs	$	122,889,447	$	97,482,468


			Unamortized
	Principal		Debt Issuance		Unamortized		Total Long
	Payments		Costs		Debt Discount		Term Debt
2022		—	$	421,512	$	1,979,193	$	(1,979,193)
2023		2,250,000		1,686,049		8,523,493		(6,273,493)
2024		3,000,000		1,686,049		9,734,935		(6,734,935)
2025		40,651,759		1,686,049		11,057,799		29,593,960
2026		128,485,263		1,545,547		11,676,949		116,808,314
Thereafter		—		—		—		—

Total	$	174,387,022	$	7,025,206	$	42,972,369	$	131,414,653

12.Leases

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

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

The Company’s operating leases include options to extend or terminate the lease, which are not included in the determination of the ROU asset or lease liability unless reasonably certain to be exercised. The Company’s operating

Table of Contents

leases have remaining lease terms of less than two. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As the Company’s leases do not provide an implicit rate, we used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The discount rate used in the computations ranged between 6% and 12%.

Balance Sheet Classification of Operating Lease Assets and Liabilities


	Balance Sheet Line	September 30, 2022
Asset
Operating lease right of use assets	Noncurrent assets	$	19,982,940
Liabilities
Lease liabilities	Current Liabilities	$	2,992,540
Lease liabilities	Noncurrent liabilities		17,763,177

Maturities of Lease Liabilities

Maturities of lease liabilities as of September 30, 2022 are as follows:


2022 fiscal year	$	34,246,054
Less: Interest		12,143,391
Present value of lease liabilities	$	22,102,663

The following table presents the Company’s future minimum lease obligation under ASC 842 as of September 30, 2022:


2022 fiscal year	$	1,242,307
2023 fiscal year		4,646,609
2024 fiscal year		5,244,672
2025 fiscal year		4,653,106
2026 fiscal year		4,211,405
Thereafter		14,247,955
Total	$	34,246,054

13.Commitments and Contingencies

Definitive Agreement to Acquire Two Retail Dispensaries from Colorado-Based Lightshade Labs LLC.

On September 9, 2022, the Company entered into two Asset Purchase Agreements with Double Brow, Lightshade Labs LLC (“Lightshade”), Thomas Van Alsburg, an individual, Steve Brooks, an individual, and John Fritzel, an individual, pursuant to which Double Brow will purchase (i) all of Lightshade’s assets used or held for use in Lightshade’s business of owning and operating a retail marijuana store in Denver, Colorado, pursuant to an Asset Purchase Agreement (the “Denver Purchase Agreement”) and (ii) all of Lightshade’s assets used or held for use in Lightshade’s business of owning and operating a retail marijuana store in Aurora, Colorado (the “Aurora Purchase Agreement” and together with the Denver Purchase Agreement, the “Purchase Agreements”), on the terms and subject to the conditions set forth in the Purchase Agreements (collectively, the “Lightshade Purchase”). The aggregate consideration for the Lightshade Purchase will be up to $2,750,000 million in cash. At the closing, the Company will use a portion of the purchase price to pay off certain indebtedness and transaction expenses of Lightshade and then pay the balance to Lightshade. The Company will deposit $300,000 of the purchase price at closing into escrow as collateral for potential claims for indemnification from Lightshade under the Purchase Agreements. Any portion of the escrowed purchase price not used to satisfy indemnification claims will be released to Lightshade on the 12-month anniversary of the closing date of the Lightshade Purchase. The closing of the Lightshade Purchase is subject to closing conditions customary for a transaction of this nature, including, without

Table of Contents

limitation, obtaining licensing approval from the Colorado Marijuana Enforcement Division and local regulatory authorities.

14.Stockholders’ Equity

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

Preferred Stock

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

The Company had 86,994 shares of Preferred Stock issued which includes 2,690 shares of Preferred Stock in escrow as of September 30, 2022 and 86,994 shares of Preferred Stock issued which includes 4,428 shares in escrow as of December 31, 2021. Among other terms, each share of Preferred Stock (i) earns an annual dividend of 8% on the “preference amount,” which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount, (ii) is entitled to a liquidation preference under certain circumstances, (iii) is convertible into shares of Common Stock by dividing the preference amount by $1.20 per share under certain circumstances, and (iv) is subject to a redemption right or obligation under certain circumstances. Preferred dividends were $5,294,132 and $1,784,113 as of September 30, 2022 for the nine and three month periods, respectively.

Common Stock

The Company is authorized to issue 250,000,000 shares of Common Stock, par value $0.001 per share. The Company had 56,069,212 shares of Common Stock issued, 54,741,506 shares of Common Stock outstanding, 886,459 shares of Common Stock in treasury, and 441,247 shares of Common Stock in escrow as of September 30, 2022, and 45,484,314 shares of Common Stock issued, 44,745,870 shares of Common Stock outstanding, 517,044 shares of Common Stock in treasury, and 221,400 shares of Common Stock in escrow as of December 31, 2021.

Employee Stock Option Plan

The Company’s stock option plan permits the grant of share options to its employees. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards generally vest based on 4 years of continuous service and have a 10-year contractual terms.

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

For the year ended December 31, 2021, the Company issued 323,530 shares of Common Stock valued at $680,862 to employees and directors as compensation.

For the nine months ended September 30, 2022, the Company issued 510,525 shares of Common Stock valued at $762,892 as compensation to directors.

Common and Preferred Stock Issued as Payment for Acquisitions

On April 20, 2020, the Company issued 2,554,750 shares of Common Stock valued at $4,167,253 for the acquisition of Mesa Organics, Ltd.

Table of Contents

The Company issued shares of Preferred Stock in connection with the Star Buds Acquisition to each relevant selling party as follows: (i) on December 17, 2020 the Company issued 2,862 shares of Preferred Stock valued at $2,861,994, of which 430 shares of Preferred Stock valued at $387,000 were placed in escrow, (ii) on December 18, 2020 the Company issued 6,404 shares of Preferred Stock valued at $6,403,987, of which 959 shares of Preferred Stock valued at $863,100 were placed in escrow, (iii) on February 3, 2021 the Company issued 2,319 shares of Preferred Stock valued at $2,318,998, of which 349 shares of Preferred Stock valued at $314,100 were placed in escrow, and (iv) on March 3, 2021 the Company issued 17,921 shares of Preferred Stock valued at $17,920,982, of which 2,690 shares of Preferred Stock valued at $2,421,000 were placed in escrow.

On July 21, 2021, the Company issued 2,213,994 shares of Common Stock valued at $5,377,786, of which 221,400 shares valued at $537,779 were placed in escrow for the acquisition of Southern Colorado Growers.

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

On January 26, 2022, the Company agreed to issue an aggregate of 1,066,666 shares of Common Stock valued at $1,600,000 in connection with the acquisition of the assets of Drift, of which 912,766 have been issued.

On February 9, 2022, the Company issued 7,116,564 shares of Common Stock valued at $11,600,000 for the acquisition of MCG.

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

Warrants

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

For the year ended December 31, 2021, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock as consideration for the Star Buds Acquisition. These warrants have an exercise price of $1.20 per share and expiration dates five years from the dates of issuance. In addition, the Company issued a warrant to purchase an aggregate of 1,500,000 shares of Common Stock to Altmore in connection with entering into a loan agreement. This warrant has an exercise price of $2.50 per share and expires five years from the date of issuance. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $1.20 and $2.50, respectively, (ii) the contractual term of the warrant of five years, (iii) a risk-free interest rate ranging between 0.21% - 1.84% and (iv) an expected volatility of the price of the underlying Common Stock ranging between 157.60% - 194.56%. As of September 30, 2022, 9,100,000 warrants issued to Dye Cann I and 900,000 warrants issued to accredited investors in 2019 expired. No new warrants were issued as of September 30, 2022.

The following table reflects the change in Common Stock purchase warrants for the period ended September 30, 2022:


		Number of shares
Balance as of December 31, 2021		17,218,750
Warrants exercised		—
Warrants forfeited/expired		(10,000,000)
Warrants issued		—
Balance as of September 30, 2022		7,218,750

Table of Contents

Conversion of Preferred Stock to Common Stock

On December 20, 2021, a holder of Preferred Stock converted 272 shares of Preferred Stock into 245,017 shares of Common Stock.

15.Segment Information

The Company has three identifiable segments as of September 30, 2022; (i) retail, (ii) wholesale and (iii) and other. The retail segment represents our dispensaries which sell merchandise directly to customers via retail locations and e-commerce portals. The wholesale segment represents our manufacturing, cultivation, and wholesale business which sells merchandise to customers via e-commerce portals, a retail location, and a manufacturing facility. The other segment derives its revenue from licensing and consulting agreements with cannabis related entities, in addition to fees from seminars and expense reimbursements included in other revenue on the Company’s financial statements.

The following information represents segment activity for the three months ended September 30, 2022:




	Retail		Wholesale		Other		Total
External revenues		39,759,734		3,335,252		96,000		43,190,986
Cost of goods and services		(13,203,032)		(3,800,703)		(222,716)		(17,226,451)
Gross profit		26,518,917		(427,666)		(126,716)		25,964,535
Intangible assets amortization		1,792,289		237,142		581		2,030,012
Depreciation		(63,525)		613,171		248,709		798,355
Segment profit		18,954,001		(1,212,946)		(15,931,818)		1,809,237
Segment assets		188,486,331		74,042,877		67,051,712		329,580,920

The following information represents segment activity for the nine months ended September 30, 2022:


	Retail		Wholesale		Other		Total
External revenues		104,386,464		14,661,268		184,200		119,231,932
Cost of goods and services		(42,451,069)		(14,479,309)		(242,814)		(57,173,192)
Gross profit		61,935,395		181,959		(58,614)		62,058,740
Intangible assets amortization		5,671,869		634,093		1,744		6,307,706
Depreciation		357,166		964,838		700,057		2,022,061
Segment profit		39,178,738		(1,541,679)		(28,765,541)		8,871,518.00
Segment assets		188,486,331		74,042,877		67,051,712		329,580,920

Segment assets from Other are mainly related to goodwill from the Nuevo acquisition. Upon completion of the ASC 805 valuation, these will be split between the three segments accordingly.

Table of Contents

16.Tax Provision

The following table summarizes the Company’s income tax expense and effective tax rates for three and nine months ended September 30, 2022 and September 30, 2021:


	Three Months Ended September 30,
	2022		2021
Income (loss) before income taxes	$	7,402,750	$	2,281,573
Income tax expense		5,593,513		1,312,817
Effective tax rate		75.56%		57.54%


	Nine Months Ended September 30,
	2022		2021
Income (loss) before income taxes	$	20,130,887	$	3,687,194
Income tax expense		11,259,369		1,997,905
Effective tax rate		55.93%		54.18%

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

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

The effective tax rate for the three months and nine months ended September 30, 2022 varies from the three months and nine months ended September 30, 2021 primarily due to the change in nondeductible expenses as a proportion of total expenses in the current year. The Company incurs expenses that are not deductible dur to IRC Section 280E limitations which results in significant income tax expense.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The Company’s valuation allowance represents the amount of tax benefits that are likely to not be realized. Management assesses the need for a valuation allowance each period and continues to have a full valuation allowance on its deferred tax assets as of September 30, 2022.

The Federal statute of limitation remains open for the 2017 tax year to present. The state statute of limitation remains open for the 2016 tax year to present.

17.Earnings per share (Basic and Dilutive)

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted Earnings Per Share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to Common Stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. These potential dilutive shares include 1,187,124 of vested stock options, 7,218,750 stock purchase warrants, and 86,994 shares of Preferred Stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Table of Contents

The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations for the three and nine months ended September 30, 2022 and 2021.


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Numerator:
Net income (loss)	$	1,809,237	$	968,756	$	8,871,518	$	1,689,289
Less: Accumulated preferred stock dividends for the period		(1,784,113)		—		(5,294,132)		—
Net income (loss) attributable to common stockholders	$	25,124	$	968,756	$	3,577,386	$	1,689,289

Denominator:
Weighted-average shares of common stock		51,232,943		44,145,709		50,615,437		42,903,008
Basic earnings per share	$	0.00	$	0.02	$	0.07	$	0.04

Numerator:
Net income (loss) attributable to common stockholders – dilutive	$	25,124	$	968,756	$	3,577,386	$	1,689,289

Denominator:
Weighted-average shares of common stock		51,232,943		44,145,709		50,615,437		42,903,008
Dilutive effect of warrants		2,229,011		—		2,229,011		4,712,670
Dilutive effect of options		1,187,124		—		1,187,124		9,072,962
Dilutive effect of preferred stock		83,305,454		—		83,305,454		—
Diluted weighted-average shares of common stock		137,954,532		44,145,709		137,337,027		56,688,640
Diluted earnings per share	$	0.00	$	0.02	$	0.03	$	0.03

Basic net loss per share attributable to common stockholders is computed by dividing reported net loss attributable to common stockholders by the weighted average number of common shares outstanding for the reported period. Note that for purposes of basic loss per share calculation, shares of Preferred Stock are excluded from the calculation as of December 31, 2021, as the inclusion of the common share equivalents would be anti-dilutive. As the Company incurred a loss from operations in 2020, shares of Common Stock issuable pursuant to the equity awards were excluded from the computation of diluted net loss per share in the accompanying consolidated statement of operations, as their effect is anti-dilutive.

18.Subsequent Events

In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to September 30, 2022 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included herein and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC. In addition to our historical unaudited condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, “Risk Factors.” See also, “CAUTIONARY NOTE ABOUT FORWARD-LOOKING INFORMATION.”

OVERVIEW OF THE COMPANY

Established in 2014 and headquartered in Denver, Colorado, Medicine Man Technologies, Inc., is a cannabis consumer packaged goods company and retailer. The Company’s focus is on building the premier, vertically integrated cannabis company by taking operating systems to other states where it can develop a differentiated leadership position. The Company is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes. The Company currently operates in Colorado and New Mexico.

Results of Operations – Consolidated

The following table sets forth the Company’s selected consolidated financial results for the periods, and as of the dates, indicated. The (i) consolidated statements of operations for the three and nine months ended September 30, 2022 and September 30, 2021 and (ii) consolidated balance sheet as of September 30, 2022 and December 31, 2021 have been derived from and should be read in conjunction with the consolidated financial statements and accompanying notes presented in this report.

The Company’s consolidated financial statements have been prepared in accordance with GAAP and on a going-concern basis that contemplates continuity of operations and realization of assets and liquidation of liabilities in ordinary course of business.

Revenue segments

The Company has consolidated financial statements across its operating businesses with operating segments of retail, wholesale and other. The Company also accounts for revenue by state within the operating segments of retail, wholesale, and other for the State of Colorado and the State of New Mexico, each of which are reported below.

REVENUE OF OPERATION BY SEGMENT


	For the Three Months Ended September 30,				2022 vs 2021
	2022		2021		$		%
Retail	$	39,759,734	$	20,741,864	$	19,017,870	92	%
Wholesale		3,335,252		11,022,519	$	(7,687,267)	(70)	%
Other		96,000		70,922	$	25,078	35	%
Total revenue	$	43,190,986	$	31,835,305	$	11,355,681	36	%


	For the Nine Months Ended September 30,				2022 vs 2021
	2022		2021		$		%
Retail	$	104,386,464	$	54,083,880	$	50,302,584	93	%
Wholesale		14,661,268		27,654,965	$	(12,993,697)	(47)	%
Other		184,200		165,416	$	18,784	11	%
Total revenue	$	119,231,932	$	81,904,261	$	37,327,671	46	%

Table of Contents

REVENUE OF OPERATION BY STATE


	For the Three Months Ended September 30,				2022 vs 2021
	2022		2021		$		%
Colorado	$	30,953,225	$	31,835,305	$	(882,080)	(3)	%
New Mexico		12,237,761		—	$	12,237,761	***
Total revenue	$	43,190,986	$	31,835,305	$	11,355,681	36	%


	For the Nine Months Ended September 30,				2022 vs 2021
	2022		2021		$		%
Colorado	$	90,986,990	$	81,904,261	$	9,082,729	11	%
New Mexico		28,244,942		—	$	28,244,942	***
Total revenue	$	119,231,932	$	81,904,261	$	37,327,671	46	%

Revenues for Colorado and New Mexico for the three months ended September 30, 2022, totaled $30,953,225 and $12,237,761, respectively. Revenue for Colorado for the three months ended September 30, 2022 decreased by $882,080, or 3% compared to the prior period. Revenues for New Mexico for the three months ended September 30, 2022 increased $12,237,761 compared to the prior period, as the Company purchased the New Mexico business in the first quarter of 2022. For the three months ended September 30, 2022, Colorado and New Mexico represented 72% and 28%, respectively, of the Company’s total revenue.

Revenues for Colorado and New Mexico for the nine months ended September 30, 2022, totaled $90,986,990 and $28,244,942, respectively. Revenue for Colorado for the nine months ended September 30, 2022 increased by $9,082,729, or 11% compared to the prior period. Revenues for New Mexico for the nine months ended September 30, 2022 increased $28,244,942 compared to the prior period, as the Company purchased the New Mexico business in the first quarter of 2022. For the nine months ended September 30, 2022, Colorado and New Mexico represented 76% and 24%, respectively, of the Company’s total revenue.


	For the Three Months Ended
	September 30,				2022 vs 2021
	2022		2021			$	%
Total revenue	$	43,190,986	$	31,835,305	$	11,355,681	36	%
Total cost of goods and services		17,226,451		16,779,313		447,138	3	%
Gross profit		25,964,535		15,055,992		10,908,543	72	%
Total operating expenses		14,849,677		11,218,992		3,630,685	32	%
Income (loss) from operations		11,114,858		3,837,000		7,277,858	190	%
Total other income (expense)		(3,712,108)		(1,555,427)		(2,156,681)	139	%
Provision for income taxes (benefit)		5,593,513		1,312,817		4,280,696	326	%
Net income (loss)	$	1,809,237	$	968,756	$	840,481	87	%
Earnings (loss) per share attributable to common shareholders - basic	$	0.00	$	0.02	$	(0.02)	(98)	%
Earnings (loss) per share attributable to common shareholders - diluted	$	0.00	$	0.02	$	(0.02)	(99)	%
Weighted average number of shares outstanding - basic		51,232,943		44,145,709
Weighted average number of shares outstanding - diluted		137,954,532		44,145,709

Table of Contents

Quarter Ended September 30, 2022 Compared to the Quarter Ended September 30, 2021

Revenue

Revenues for the three months ended September 30, 2022 totaled $43,190,986, including (i) retail sales of $39,759,734 (ii) wholesale sales of $3,335,252 and (iii) other operating revenues of $96,000, compared to revenues of $31,835,305, including (i) retail sales of $20,741,864, (ii) wholesale sales of $11,022,519, and (iii) other operating revenues of $70,922 during the three months ended September 30, 2021, representing an increase of $11,355,681 or 36%. The most influential factor driving revenue increases in the third quarter of 2022 as compared to the same period in 2021 is acquisition activity. Revenue for the quarter ended September 30, 2022 included revenue from four consummated acquisitions in Colorado and revenue from the Company’s initial entrance into the New Mexico market with the acquisition of R. Greenleaf, which were not in revenue for the same period in 2021. Revenue from wholesale sales decreased, due in large part to continued pricing pressure in the Colorado wholesale market as a result of supply saturation in flower and bulk distillate products.

Cost of Goods and Services

Cost of goods and services for the three months ended September 30, 2022 totaled $17,226,451 compared to cost of goods and services of $16,779,313 during the three months ended September 30, 2021, representing an increase of $447,138 or 3%. Overall cost of goods and services increased due to the same acquisition activities that generated substantial increases in revenue, but the rate at which cost of goods and services increases from acquisition activity occurs at a lower rate than increases in revenue from acquisition activity due to lower wholesale flower pricing in Colorado and substantial vertical integration in New Mexico generating favorable cost savings.

Operating Expenses

Operating expenses for the three months ended September 30, 2022 totaled $14,849,677, compared to operating expenses of $11,218,992 during the three months ended September 30, 2021, representing an increase of $3,630,685 or 32%. This increase is due to increased selling, general and administrative expenses, professional service fees, salaries, benefits and related employment costs, all largely driven by growth from acquisitions.

Other Income (Expense), Net

Other expense, net for the three months ended September 30, 2022 totaled $3,712,108 compared to $1,555,427 during the three months ended September 30, 2021, representing an increase in other expense of $2,156,681 or 139%. The increase in other expenses is due to higher interest payments due on the Company’s debt obligations as a result of compounding interest with the passage of time and higher debt balances, which was partially offset this quarter by the revaluation of the derivative liability related to the Investor Notes issued in December 2021 that was recognized as income in the three months ended September 30, 2022.

Table of Contents

Net Income (Loss)

As a result of the factors discussed above, we generated net loss for the three months ended September 30, 2022 of $1,809,237, compared to net income of $968,756 for the three months ended September 30, 2021.


	For the Nine Months Ended
	September 30,				2022 vs 2021
	2022		2021			$	%
Total revenue	$	119,231,932	$	81,904,261	$	37,327,671	46	%
Total cost of goods and services		57,173,192		44,692,765		12,480,427	28	%
Gross profit		62,058,740		37,211,496		24,847,244	67	%
Total operating expenses		46,698,772		30,418,486		16,280,286	54	%
Income (loss) from operations		15,359,968		6,793,010		8,566,958	126	%
Total other income (expense)		4,770,919		(3,105,816)		7,876,735	(254)	%
Provision for income taxes (benefit)		11,259,369		1,997,905		9,261,464	464	%
Net income (loss)	$	8,871,518	$	1,689,289	$	7,182,229	425	%
Earnings (loss) per share attributable to common shareholders - basic	$	0.07	$	0.04	$	0.03	80	%
Earnings (loss) per share attributable to common shareholders - diluted	$	0.03	$	0.03	$	(0.00)	(13)	%
Weighted average number of shares outstanding - basic		50,615,437		42,903,008
Weighted average number of shares outstanding - diluted		137,337,027		56,688,640

Year to Date September 30, 2022 Compared to the Year to Date September 30, 2021

Revenue

Revenues for the nine months ended September 30, 2022 totaled $119,231,932, including (i) retail sales of $104,386,464 (ii) wholesale sales of $14,661,268 and (iii) other operating revenues of $184,200, compared to revenues of $81,904,261, including (i) retail sales of $54,083,880, (ii) wholesale of $27,654,965, and (iii) other operating revenues of $165,416 during the nine months ended September 30, 2021, representing an increase of $37,327,671 or 46%. The most influential factor driving revenue increases in the first nine months of 2022 as compared to the same period in 2021 is acquisition activity. Revenue for the nine months ended September 30, 2022 included revenue from four new acquisitions in Colorado, which included five new retail dispensaries, and revenue from the Company’s initial entrance into the New Mexico market with the acquisition of R. Greenleaf that created an immediate initial portfolio of ten retail dispensaries across the state of New Mexico, none of which were in revenue for the same period in 2021.

Cost of Goods and Services

Cost of goods and services for the nine months ended September 30, 2022 totaled $57,173,192 compared to cost of goods and services of $44,692,765 during the nine months ended September 30, 2021, representing an increase of $12,480,427 or 28%. Year to date cost of goods and services in 2022 increased as compared to 2021 due to the same acquisition activities that generated substantial increases in revenue, but the rate at which cost of goods and services increases from acquisition activity occurs at a lower rate than increases in revenue from acquisition activity due to lower wholesale flower pricing in Colorado and substantial vertical integration in New Mexico generating favorable cost savings.

Operating Expenses

Operating expenses for the nine months ended September 30, 2022 totaled $46,698,772, compared to operating expenses of $30,418,486 during the nine months ended September 30, 2021, representing an increase of $16,280,286 or 54%. This increase is due to increased selling, general and administrative expenses, professional service fees, salaries, benefits and related employment costs, all largely driven by growth from acquisitions.

Table of Contents

Other Income (Expense), Net

Other income, net for the nine months ended September 30, 2022 totaled $4,770,919 compared to other expenses, net, of ($3,105,816) during the nine months ended September 30, 2021, representing an increase in income of $7,876,735 or (254)%. The increase in other income, net is primarily due to significant gains recognized in connection with revaluation of the derivative liability related to the Investor Notes for the nine months ended September 30, 2022, partially offset by higher interest payments due on the Company’s debt obligations as a result of compounding interest with the passage of time and higher debt balances.

Net Income (Loss)

As a result of the factors discussed above, we generated net income for the nine months ended September 30, 2022 of $8,871,518, compared to net income of $1,689,289 for the nine months ended September 30, 2021.

DRIVERS OF RESULTS OF OPERATIONS & KEY PERFORMANCE INDICATORS

Revenue

The Company derives its revenue from three revenue streams: (i) Retail, which sells finished goods sourced internally and externally to the end consumer in retail stores; (ii) Wholesale, which is the cultivation of flower and biomass sold internally and externally and the manufacturing of biomass into distillate for integration into externally developed products, such as edibles and internally developed products such as vapes and cartridges under the Purplebee’s brand; and (iii) Other, which includes other income and expenses, such as, licensing and consulting services, facility design services, facility management services, the Company’s Three A Light™ publication, and corporate operations.

Gross Profit

Gross profit is revenue less cost of goods sold. Cost of goods sold includes costs directly attributable to product sales and includes amounts paid for finished goods such as flower, edibles, and concentrates, as well as manufacturing and cultivation labor, packaging, supplies and overhead such as rent, utilities and other related costs. Cannabis costs are affected by market supply. Gross margin measures our gross profit as a percentage of revenue.

Total Operating Expenses

Total operating expenses other than the costs of goods sold consists of selling costs to support customer relations, marketing and branding activities. It also includes an investment in the corporate infrastructure required to support the Company’s ongoing business.

Adjusted EBITDA

Adjusted EBITDA is derived from Operating Income, which is adjusted for one-time expenses, merger and acquisition and capital raising costs, non-cash related compensation costs, and depreciation and amortization.

Average Basket Size

Average Basket Size is calculated based on the average dollar value of all total items purchased by a single customer during a single visit to one of the Company’s retail dispensary stores. Management monitors and utilizes Average Basket Size to assess consumer preferences and behavior, effectiveness of consistent reward and discount offerings, and product performance. Management believes this metric can be useful to investors for a better understanding of average customer spend and revenue across all Company retail dispensaries.

Table of Contents

Recorded Customer Visits

The Recorded Customer Visits metric reports the number of customers that have visited any of the Company’s retail dispensary stores and made a purchase. Customer visits are recorded at the time of purchase. If a customer makes multiple purchases in a day, each purchase is counted as an individual visit. Management uses Recorded Customer Visits to monitor and assess Company performance in the markets where it operates, consumer acceptance of the Company’s brand and products, customer retention, and store traffic. Recorded Customer Visits is a useful non-financial metric for investors to contextualize the Company’s assessment of overall market performance and consumer appetite for cannabis products.

Same Store Sales and Stacked IDs

The Company utilizes Same Store Sales and Stacked Identical Store Sales (“Stacked IDs”) to evaluate and monitor organic growth from existing dispensaries. Management believes these metrics are useful for investors to assess management of our retail stores and to distinguish revenue and growth from operations from revenue and growth from acquisitions. Same Store Sales and Stacked IDs are both expressed as a percentage that indicates the relative increase or decrease to revenue for certain retail stores from the relevant previous reporting period, which are reported separately for retail operations in Colorado and New Mexico. Same Store Sales is calculated by comparing revenue from sales for all dispensaries in existence for more than one year against the revenue from the sales for the same dispensaries for a specified previous period. Stacked IDs, which is derived from Same Store Sales, reflects Same Store Sales as adjusted for dating discrepancies to report comparable sales for the identical period of days for a specified previous period.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2022 and December 31, 2021, the Company had total current liabilities of $30,041,901 and $45,263,179, respectively. The decrease is driven by the revaluation of the derivative liability associated with the Investor Notes. As of September 30, 2022 and December 31, 2021, the Company had cash and cash equivalents of $38,725,187 and $106,400,216, respectively to meet its current obligations. The Company had working capital of $41,548,525 as of September 30, 2022, a decrease of $37,594,104 as compared to December 31, 2021. The reduction in cash, and in turn working capital, is primarily driven by expenditure of cash to fund acquisitions and operations.

The Company is an early-stage growth company, generating cash from operational revenue and capital raises. Cash is being reserved primarily for capital expenditures, facility improvements, acquisitions, and strategic investment opportunities. The Company predominantly relies on internal capital that is generated through revenue and any other internal sources of liquidity to meet its short-term and certain long-term capital demands. Management believes the Company’s current projected growth, revenue from consummated acquisitions, and revenue from operations will be sufficient to meet its current obligations as they become due. The Company relies on a combination of internal and external capital to meet its long-term obligations, with internal liquidity sourced from revenue from operations and external financing acquired from various sources, including commercial loan arrangements, capital raises and private placement transactions, and cash from the Investor Notes. Management believes this combination of internal revenue and external liquidity will be sufficient to meet the Company’s long-term obligations; however, it is possible the Company will seek additional external financing to meet capital needs in the future. The Company maintains the unused portion of the funds received from the Investor Notes for future acquisitions and execution of strategic growth initiatives.

Due to our participation in the cannabis industry and the regulatory framework governing cannabis in the United States, our debt and loan arrangements are sometimes subject to higher interest rates than are market for other industries, which has an unfavorable impact on our liquidity and capital resources. Additionally, the cash requirements to service our debt obligations increase with the passage of time due to interest accrual, which increases constraints on our capital resources and tends to reduce liquidity in the amount of such accruals. We currently anticipate meeting these cash requirements from operating revenue and cash on hand. One of our strategic goals is to stimulate growth through acquisitions, which also tends to negatively impact liquidity during periods when we consummate an identified acquisition. We expect to continue executing this strategy in future periods, meeting such capital requirements in connection therewith from both internal capital and external financing (including unused funds from the Investor Notes), which will decrease liquidity. Additional factors or trends that have impacted or could potentially impact liquidity in future periods include general economic conditions such as market saturation, inflation, and general economic downturn. The Colorado cannabis market has

Table of Contents

experienced downward pricing pressure from over-supply of certain cannabis products in the market, which has improved retail margins in current periods but will likely impact the relationship between cost and revenue if and/or when supply is decreased in the Colorado market. Increasing inflation may also negatively impact our liquidity, as our cost of goods and services may increase without corresponding increases to revenue. Increasing inflation and general economic downturn in the United States could also negatively impact revenue to the extent such factors affect consumer behavior.

Cash Flows

Cash Provided by (Used in) Operating, Investing and Financing Activities

Net cash provided by (used in) operating, investing and financing activities for the periods ended September 30, 2022 and 2021 were as follows:


	For the Periods Ended September 30,
	2022		2021
Net cash provided by (used in) operating activities	$	(3,957,263)	$	4,814,104
Net cash used in investing activities		(105,117,739)		(75,644,398)
Net cash provided by financing activities		41,399,973		90,761,874

The Company’s cash used in operating activities for 2022 is predominantly driven by the gain on derivative liabilities from the Investor Note. The Company’s use of cash from investing activities is driven by acquisition of businesses, cannabis licenses, and property, plant and equipment for existing entities such as store remodels. Our cash provided by financing activities is mainly from proceeds from our credit facility, the Investor Notes and the issuance of shares of Common Stock.

CONTRACTUAL CASH OBLIGATIONS AND OTHER COMMITMENTS AND CONTINGENCIES

The following table quantifies the Company’s future contractual obligation as of September 30, 2022:


	Total		2022		2023		2024		2025		2026		Thereafter
Notes Payable (a)	$	174,387,022	$	—	$	2,250,000	$	3,000,000	$	40,651,759	$	128,485,263	$	—
Interest Due on Notes Payable		64,882,707		4,325,445		17,395,558		17,325,242		15,443,743		10,392,719		—
Right of Use Assets		34,246,054		1,242,307		4,646,609		5,244,672		4,653,106		4,211,405		14,247,955
Total	$	273,515,783	$	5,567,752	$	24,292,167	$	25,569,914	$	60,748,608	$	143,089,387	$	14,247,955

(a) - This amount excludes $42,972,369 of unamortized debt discount and $7,025,206 of unamortized debt issuance costs. See Note 10 - Debt

The Company anticipates using funds from operating activities, and, if needed, additional external financing to support its contractual cash obligations.

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2022 and September 30, 2021, we were not party to any off-balance sheet arrangement that had or was reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.

Table of Contents

Critical Accounting Estimates and Recent Accounting Pronouncements

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes that of its significant accounting policies (see Note 2 to Financial Statements), the ones that may involve a higher degree of uncertainty, judgment and complexity are revenue recognition, stock based compensation, derivative instruments, income taxes, goodwill and commitments and contingencies are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

Revenue Recognition and Related Allowances

Our revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until the criteria are met. A contract liability is recorded when consideration is received in advance of the delivery of goods or services. We identify revenue contracts upon acceptance from the customer when such contract represents a single performance obligation to sell our products.

We have three main revenue streams: (i) retail sales, (ii) wholesale sales, and (iii) other revenues from revenues from consulting, licensing, and other miscellaneous sources.

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

The Company’s other revenue, typically from licensing and consulting services, is recognized when our obligations to our client are fulfilled which is determined when milestones in the contract are achieved. The Company’s revenue from seminar fees is related to one-day seminars and is recognized as earned upon the completion of the seminar. We also recognize expense reimbursement from clients as revenue for expenses incurred during certain jobs.

Stock Based Compensation

We account for share-based payments pursuant to Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation and, accordingly, we record compensation expense for share-based awards based upon an assessment of the grant date fair value for stock and restricted stock awards using the Black-Scholes option pricing model.

Our stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 when stock or options are awarded for previous or current service without further recourse.

Income Taxes

ASC 740, Income Taxes requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, the Company’s deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Our deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Table of Contents

Goodwill and Intangible Assets

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

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

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

We performed our annual fair value assessment on our subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets at December 31, 2021, and determined that no impairment exists. No additional factors or circumstances existed as of September 30, 2022, that would indicate impairment.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that 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

Table of Contents

Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Table of Contents

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

On June 7, 2019, the Company filed a complaint against ACC Industries Inc. and Building Management Company B, L.L.C., in state district court located in Clark County, Nevada, alleging, amongst other causes of action, breach of contract, conversion, and unjust enrichment and seeking general, special and punitive damages. On July 17, 2019, the parties stipulated to stay the case in favor of arbitration. On February 25, 2020, ACC Industries Inc. filed a counterclaim against the Company alleging breach of contract. The Company discovered new facts that lead it to believe that a related entity not previously named as a party to the arbitration, ACC Enterprises, LLC (“ACC”), should be brought in as a party to the arbitration. Based upon the new facts, the Company filed a motion to amend the complaint to add new claims and ACC as a party. On September 1, 2020, the arbitrator granted the Company’s motion and permitted the Company to amend the complaint to add ACC as a party. On September 1, 2020, the Company filed an amended complaint and added intentional misrepresentation, fraudulent inducement, civil conspiracy, aiding and abetting, successor liability and fraudulent concealment claims. The Company began arbitration proceedings on November 2, 2020. The Company completed arbitration in February 2021. On May 14, 2021, the Arbitrator entered an award in favor of the Company in the aggregate amount of $1,935,273, subject to an offset equal to $150,000, for a total net award of $1,785,273. After the arbitration award was entered, a receiver was appointed over ACC and its affiliates due to the death of the only owner who had a valid cannabis establishment registration agent card. An automatic litigation stay was entered upon the appointment of the receiver. During the receivership, ACC’s owners have had internal ownership disputes and ACC has had financial difficulties. The receiver has taken the position that ACC should be liquidated and sold. On April 28, 2022, the receiver received approval from the court to liquidate ACC’s assets. On May 24, 2022, upon the completion of a bidding procedure for certain ACC assets, the court approved the sale of certain ACC assets to the only and prevailing bidder. The finality of that sale is in progress and near completion. On July 26, 2022, the court approved a creditors’ claim process. The Company has compiled with the claim process and is awaiting formal approval from the receiver. The Company believes its claim will be approved and will continue to participate in the receivership.

On July 6, 2018, the Company filed a complaint in the Eight Judicial Court, Clark County, Nevada against Vegas Valley Growers (“VVG”). In the complaint, the Company alleges breach by VVG of the Technologies License Agreement dated April 27, 2017 entered into between the parties and seeks general, special and punitive damages in the amount of $3,876,850. On August 28, 2018, VVG filed an Answer and Counterclaim against the Company. On August 2, 2019, a jury found in favor of the Company and awarded the Company damages totaling $2,773,321 plus pre- and post-judgment interest and attorneys’ fees. In March 2020, VVG filed its opening appeal brief with the Nevada Supreme Court. The Company’s response brief was due on May 15, 2020. After VVG filed its opening brief in March 2020, the Company filed a Motion to Strike portions of the brief and record. On August 27, 2020, the court ordered VVG to supplement its brief and the record. On October 27, 2020, the Company, in a joint request with VVG, filed a motion to extend its time to file its answering brief. The Company filed its answering brief in January 2021. VVG’s reply brief was filed in March 2021. On July 23, 2021, the Nevada Supreme Court affirmed the trial court’s damage award but remanded the case to the trial court to properly calculate post-judgment interest. After the affirmance, VVG filed a petition for rehearing with the Nevada Supreme Court arguing it overlooked or misapprehended material facts in the record. The Company answered the rehearing petition arguing that it did not. On December 22, 2021, the Company received $3,577,200 for most of the outstanding receivable plus interest and legal fees. Requests for costs and fees related to the appeal are currently pending before the district court. The costs were recently awarded by the Court in full. VVG has paid the cost award. The Company believes it has reached a resolution on the outstanding attorney’s fees owed to the Company. At that point, a dismissal will be filed on the case.

Item 1A. Risk Factors

There have been no material changes in the risk factors applicable to us from those identified in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the period ended December 31, 2021 filed with the Securities and Exchange Commission on March 31, 2022.

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company is subject to restrictions on the payment of dividends and other working capital requirements in its loan and debt agreements. See Note 11 to the Financial Statements included in Part I to this Quarterly Report on Form 10-Q for additional information on the Company’s indebtedness and related restrictions therein.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits

2.1 *		Asset Purchase Agreement, dated September 9, 2022, by and among Medicine Man Technologies, Inc., Double Brow, LLC, Lightshade Labs LLC, Thomas Van Alsburg, Steve Brooks, and John Fritzel
2.2 *		Asset Purchase Agreement, dated September 9, 2022, by and among Medicine Man Technologies, Inc., Double Brow, LLC, Lightshade Labs LLC, Thomas Van Alsburg, Steve Brooks, and John Fritzel
10.1 **		Amendment to Employment Agreement, dated October 12, 2022, between Medicine Man Technologies, Inc. and Nirup Krishnamurthy (Incorporated by reference to Exhibit 10.1 to Medicine Man Technologies, Inc.’s Current Report on Form 8-K filed October 14, 2022 (Commission File No. 00055450))
10.2 * **		Stock Award Agreement, dated September 23, 2022, between Jonathan Berger and Medicine Man Technologies, Inc.
10.3 * +		Preferred Stock Purchase Agreement, dated May 20, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Purchasers party thereto
10.4 * +		Omnibus Amendment, dated July 7, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Investors party thereto
10.5 * +		Brand Partnership Agreement, dated August 23, 2022, by and between Mission Holdings US, Inc. and Medicine Man Technologies, Inc.
10.6 *		Option Agreement, dated August 23, 2022, by and between Mission Holdings US, Inc. and Medicine Man Technologies, Inc.
10.7 * +		Voting Agreement, dated May 20, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Investors party thereto
10.8 * +		Investors’ Rights Agreement, dated May 20, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Investors party thereto
10.9 * +		Right of First Refusal and Co-Sale Agreement, dated May 20, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Investors party thereto
10.10 * +		Stockholders Agreement, dated May 20, 2022, by and among Mission Holdings US, Inc., Medicine Man Technologies, Inc., and the Stockholders party thereto
10.11 * **		Form of Indemnification Agreement, dated May 20, 2022, by and between Mission Holdings US, Inc. and Director
31.1 *		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 *		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32 *		Chief Executive Officer and Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

+	Certain exhibits and schedules to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the Securities and Exchange Commission upon request.

*	Furnished herewith.

**	Indicates management contract or compensatory plan or arrangement.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: November 9, 2022	MEDICINE MAN TECHNOLOGIES, INC.

	By:	/s/ Justin Dye
	Justin Dye, Chief Executive Officer (Authorized Officer)


	By:	/s/ Nancy Huber
	Nancy Huber, Chief Financial Officer
	(Principal Financial Officer and Chief Accounting Officer)