Notes Payable and Convertible Notes | Note 9: NOTES PAYABLE AND CONVERTIBLE NOTES The Company’s notes payable and convertible notes are as follows: LI Lending, May 2020 May 2020 October 2021 Other Loans Total Balance, December 31, 2020 $ 45,362 $ 2,855 $ 11,867 $ — $ 6,931 $ 67,015 Loans advanced, net — — — 14,376 930 15,306 Loan payments (4,671 ) — — — (1,079 ) (5,750 ) Converted to equity — (5,852 ) (11,867 ) — — (17,719 ) Accrued interest 7,575 2,997 — 265 1,124 11,961 Balance, December 31, 2021 $ 48,266 $ — $ — $ 14,641 $ 7,906 $ 70,813 Loans advanced, net — — — — 2,000 2,000 Loan payments (1,506 ) — — — (110 ) (1,616 ) Converted to equity — — — — (2,784 ) (2,784 ) Accrued interest 1,891 — — 279 82 2,252 Balance, March 31, 2022 $ 48,651 $ — $ — $ 14,920 $ 7,094 $ 70,665 Less current portion — — — — (5,385 ) (5,385 ) Long-term portion $ 48,651 $ — $ — $ 14,920 $ 1,709 $ 65,280 Convertible Notes On May 14, 2020, the Company issued $5,827 in convertible notes to existing investors in the Company. The notes pay interest of 5% per annum and have a maturity date of February 28, 2022. $0.25 per share at any time at the option of the holder. The Company can require mandatory conversion at any time that the Company’s stock price remains above $0.50 for 45 consecutive days. In 2021, the Company enacted the mandatory conversion feature and converted the May 2020 Convertible Note balance to subordinate voting shares. As part of issuing the convertible notes, the investors were given the right to exchange stock in the Company into separate convertible notes (swap notes). In total 29,448,468 shares with a value of $13,661 were exchanged for $13,661 in convertible notes. These notes were effective May 28, 2020, have a maturity date of May 28, 2025, and can be converted into Class A Subordinate Voting Shares of the Company for $0.46 per share at any time at the option of the holder. The notes pay no interest if the Company’s annual revenue is greater than $15,000, and 3% annually otherwise. The Company can require mandatory conversion at any time that the Company’s stock price remains above $0.92 for 45 consecutive days. In 2021, the Company exercised the mandatory conversion feature and converted the May 2020 Convertible Note (Swap) balance to subordinate voting shares. On October 6, 2021, the Company entered into a convertible promissory note purchase agreement for $15,000, less issuance costs of $624, resulting in net proceeds of $14,376. The notes pay interest of 6% per annum and have a maturity date of October 6, 2024. The $1.03 per share at any time at the option of the holder. As of March 31, 2022, no payments have been made for this loan. LI Lending LLC On May 10, 2019, the Company entered into a loan agreement with LI Lending LLC, a related party, for $50,000. LI Lending LLC is related because an officer of the Company is a part-owner of LI Lending LLC. As of March 31, 2022, the Company had drawn $45,000 on the loan in two amounts, an initial $35,000 and a final $10,000, both bearing a 10.25% and 12.25% interest rate, respectively. The outstanding balance as of March 31, 2022 is $49,027, less debt discount of $376, for a net balance of $48,651. See Note 1 3 In April 2020, the loan was amended. In exchange for consent to allow the sale of the Pennsylvania and Maryland assets and the release of related collateral, the Company agreed to make prepayments of principal to LI Lending LLC in the amount of $250 per month for an eight-month period beginning on May 1, 2020. The $2,000 prepayment was applied to the initial $35,000 amount , , In December 2020, the loan was amended to allow for the release of collateral for the sale and leaseback transactions described in Note 8 above, which was entered into with Innovative Industrial Properties, Inc. (“IIPR”). The amendment increased both interest rates by 2.5% on the loan amounts but allowed the payments resulting from the incremental interest to be deferred until January 1, 2022. The Company elected to defer payment, and the additional 2.5% interest is accrued each month and added to the balance of the loan. The Company was required to make interest-only payments monthly of 10.25% on the initial $33,000 and 12.25% on the final $10,000 of the loan until January 1, 2022 when the interest rates of 12.75% for the initial $33,000 and 14.75% for the final $10,000 took effect for the remaining term. The loan matures on May 10, 2024. An exit fee of 20% of the principal balance will be due as principal is repaid. Accrued interest expense of $1,891 includes a loan discount accretion expense of $125 Other Outstanding as of March 31, 2022 Healthy Pharms, NECC, and Arkansas entities as follows: Other Subsidiary Terms March 31, December 31, Healthy Pharms Inc. Unsecured convertible note, due November 18, 2021 at 12% per annum $ — $ 2,784 Healthy Pharms Inc. Unsecured promissory note at $0.50 per share due December 18, 2022 at 10% per annum (1) 3,294 3,213 NECC Promissory note due July 28, 2022 at 10% per annum 2,000 — Arkansas Entities Unsecured Promissory note, monthly interest payments at 14% per annum 1,709 1,709 Equipment Loans Secured by equipment, monthly payments beginning in 2021 at 15% per annum — 49 Other Various 91 151 Total Notes Payable and Convertible Notes $ 7,094 $ 7,906 1 (1) In November 2021 ASC 470 Future minimum payments on the notes payable and convertible debt are as follows: March 31, 2022 $ 6,935 2023 143 2024 65,280 2025 — 2026 — Thereafter — Total minimum payments 72,358 Effect of discounting (1,693 ) Present value of minimum payments 70,665 Less current portion (5,385 ) Long-term portion $ 65,280 Construction Finance Liability On January 28, 2022, a wholly owned subsidiary of the Company acquired property at 29 Everett in conjunction with the NECC Merger (see Note 7 for further details on the transaction). Concurrently, effective January 28, 2022, the Company sold a portion of the property it had acquired in the acquisition for $16,000 , less security deposits withheld of $403, which was the cost to the Company. In connection with the sale of the property at 29 Everett, the Company agreed to lease the location back for cultivation, effective on January 28, 2022. The details of the lease included three purchase options that the Company can exercise, in which the Company has the ability to repurchase the property on either the second, fourth, or sixth anniversary of the lease agreement. As the Company plans to exercise one of the three purchase options available, per guidance prescribed in ASC 842, this transaction was determined to be a finance lease. Under this guidance, lease arrangements where assets are sold and leased back, whereby the agreement is classified as a finance lease, does not meet the definition of a sale because control is never transferred to the buyer-lessor. As a result, the transaction was treated as a failed sale-leaseback financing arrangement. On January 28, 2022, the Company recorded a construction finance liability for the proceeds received from the sale to recognize a liability resulting from the failed sale-leaseback transaction. The initial term of the agreement is 20 years, with two options to extend the term for five years each. The initial monthly rent payment is equal to As of March 31, 2022, the total finance liability associated with this transaction is $16,000 . |