TREES Corp (Colorado) 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ ​ 32 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ ​ To the Shareholders and Board of Directors of General Cannabis Corp. ​ Opinion on the Financial Statements We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 3 – Discontinued Operations, the accompanying consolidated balance sheet of General Cannabis Corp. (the “Company”) as of December 31, 2020, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the 2020 financial statements, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 3 – Discontinued Operations, present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting described in Note 3 – Discontinued Operations and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by Haynie & Company. The 2020 financial statements before the effects of the adjustments discussed in Note 3 are not presented herein. Basis for Opinion ​ These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. ​ Critical Audit Matters ​ The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. ​ Incremental Borrowing Rate (Leases) ​ Description of the Matter ​ 33 Table of Contents As discussed in Note 10 to the consolidated financial statements, the Company’s reported right-of-use assets, current lease liabilities and long-term lease liabilities, utilize discount rates to calculate the estimated present value of future lease payments for all leases under ASC Topic 842 at the lease commencement date, and the lessee is required to remeasure its lease liability and adjust the related right-of-use asset upon any lease modifications not accounted for as a separate contract. Since the Company’s lease does not provide an implicit rate, management utilized a third-party valuation specialist to assist in estimating the incremental borrowing rates used in its present value calculation, which required subjectivity. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company’s current operating lease had a lease commencement date in May 2020, and a lease modification in December 2020. As of the lease commencement date on May 2020, the incremental borrowing rate used to determine the operating lease liability was 22.8%. As of the lease modification date in December 2020, the incremental borrowing rate was 20.0%. ​ Auditing management’s assessment of its incremental borrowing rate is highly subjective and judgmental as the Company has no collateralized outstanding debt nor committed credit facilities, secured or otherwise, that would have comparable collateral or similar terms as their underlying lease. Based on the level of management judgment, we have determined the incremental borrowing rate to be a critical audit matter. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our valuation specialists, when performing audit procedures to evaluate the reasonableness of management’s estimation of the incremental borrowing rate. ​ How we Addressed the Matter in Our Audit ​ With the assistance of our valuation specialists, our audit procedures included, amongst others: ● We obtained an understanding of management’s process in regards to the methodology used and the factors considered around the inputs, sources of data used and assumptions and estimates made in determining the Company’s incremental borrowing rates, including those over management’s review of its third-party specialist valuation report. ● We reviewed the contractual terms of the original lease agreement and the modified lease agreement to ensure the commencement date and modification date, any lease term extensions and/or early termination clauses were properly considered in determining the appropriate lease term for calculating the incremental borrowing rates. ● We evaluated the reasonableness of the valuation methods and assumptions used by management and the Company’s valuation specialist to estimate the incremental borrowing rates for borrowing amounts and terms comparable to their outstanding leases. ● We performed a sensitivity analysis on incremental borrowing rates used to determine the impact rate changes could have on the present value calculation of the Company’s operating lease right-of-use asset and operating lease liability. ​ Acquisition Date Fair Value of Trade Name Intangible Asset ​ Description of the Matter ​ As discussed in Note 2 to the consolidated financial statements, on May 13, 2020, the Company acquired Dalton Adventures, LLC in a business combination. As part of the transaction, the Company acquired fixed assets, inventory, a cultivation license and the trade name of the business, SevenFive Farm. Due to the complexity in determining fair value, management utilized a third-party valuation specialist to assist in calculating the acquisition date fair value of the trade name intangible asset. The acquisition date fair value of $1.0 million, which was determined using the relief from royalty method, was allocated to the acquired trade name intangible asset. ​ Auditing management’s assessment of the acquisition date fair value of the trade name intangible asset is highly subjective and judgmental. Based on the level of management judgment, we have determined the evaluation of the acquisition date fair value of the trade name intangible asset to be a critical audit matter. Testing the assumptions regarding future revenue growth rates and discount rate, which were used to determine the fair value, involved a high degree of subjectivity, auditor judgment and an increased extent of effort, including the need to involve our valuation specialist, when performing audit procedures to evaluate the reasonableness of management’s estimation of the acquisition date fair value of the trade name intangible asset. 34 Table of Contents ​ How we Addressed the Matter in Our Audit ​ With the assistance of our valuation specialists, our audit procedures included, amongst others: ● We obtained an understanding of management’s process with regards to the methodology used, and the factors considered around the inputs, sources of data used, assumptions and estimates used in the relief from royalty method to determine the acquisition date fair value of the trade name intangible asset, including those over management’s review of its third-party specialist valuation report. ● We tested the mathematical accuracy of the underlying schedules used in the valuation report to ensure the completeness and accuracy of the reports. ● We evaluated the Company’s future revenue growth rates by comparing them to historical results to ensure the reasonableness of these forecasts. ● We assessed the appropriateness of the overall approach and use of the relief from royalty method as the overall approach to determining the fair value of the trade name. ● We evaluated the reasonableness of the methodology and assumptions used by the specialist to determine the discount and royalty rates utilized to value the trade name intangible asset. ​ ​ ​ /s/ Marcum llp ​ Marcum llp ​ We served as the Company’s auditor from 2019 to 2021. ​ Melville, NY April 1, 2021 ​ (PCAOB ID 688 ) ​ ​ ​ ​ ​ ​ ​ ​ 35 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ To the Board of Directors and Stockholders of General Cannabis Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of General Cannabis Corp. (the Company) as of December 31, 2021, and the related consolidated statements of operations, stockholders’ equity, and cash flows for year ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. As part of our audit of the financial statements for the ended December 31, 2021, we have also audited the retrospective adjustments to the financial statements of the Company for the presentation of discontinued operations as of December 31, 2020. In our opinion, the retrospective adjustments have been fairly applied to present discontinued operations. As described in Note 3, the sale of the Company’s Operations segment closed on August 2, 2021. As a result, the business revenues and expenses were classified as discontinued operations and the related assets and liabilities were classified as available for sale in the financial statements as of December 31, 2020, which are shown comparatively. Except for the effects of the retrospective presentation for discontinued operations, we were not engaged to audit, review, or apply any procedures to the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year then ended, other than stated above and, accordingly, we do not express an opinion or any other form of assurance about whether such financial position have been fairly stated as of December 31, 2020. Those balances were audited by Marcum LLP. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has negative working capital that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 36 Table of Contents Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Business Combination – Refer to Note 2 to the financial statements As discussed in Note 2 to the financial statements, on September 2, 2021, the Company acquired TREES Englewood and on December 30, 2021, the Company acquired Trees Portland, LLC and Trees Waterfront, LLC in a business combination. Management of the Company allocated the purchase price to cash, fixed assets, inventory, licenses, trade names, and goodwill. The accounting for the purchase price allocation is complex due to the significant estimation uncertainty in determining the fair values of identified intangibles and the Company’s third-party valuation is yet to be completed. We considered the purchase price allocation as a significant audit matter because of the significant estimates and assumptions made by management to estimate fair value of trade names and allocation to goodwill. These estimates include impact of forecasted growth and the consideration of comparable transactions in their industry. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve the expertise of our in-house valuation professionals. Addressing the matter involved obtaining the purchase agreements and interpreting the terms are in agreement with the estimate assumptions used by the Company. We obtained the Company’s purchase price allocation and tested the inputs used in their calculation. In evaluating the Company’s assumptions, we compared them to other similar transactions in their industry. Finally, we used professionals inside our firm with specialized skills and knowledge to assess the Company’s methodology. Goodwill — Refer to Note 9 to the consolidated financial statements As discussed in Note 9 to the financial statements, the Company has recognized goodwill of $8,799,657 as of December 31, 2021, after recognizing impairment expense of $2,484,200 during the year then ended. The Company evaluates its goodwill at least annually or more frequently when events or changes in circumstances indicate the carrying value may not be recoverable. The Company performed a goodwill analysis by calculating the fair value by operating segment, using primarily an income approach, and comparing it to the carrying amount of its goodwill. The income approach employed a discounted cash flow using a forecast developed by management. This valuation method requires management to make significant estimates and assumptions related to projected cash flows. We identified goodwill as a critical audit matter because of the significant estimates and assumptions made by management to estimate fair value, including the impact of forecasted growth, and the difference between the fair values and the carrying values as of December 31, 2021. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialist, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to certain assumptions within the projected cash flows. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included, among others, gaining an understanding of management's process for developing the fair value estimate. We also evaluated the expertise, qualifications, and independence of management’s specialist engaged to complete the evaluation. ​ 37 Table of Contents We used professionals inside our firm with specialized skills and knowledge to assess the Company’s methodology and assumptions used such as discount rate used. In evaluating the Company’s assumptions, we compared them to historical results. /s/ Haynie & Company We have served as the Company’s auditor since 2021. Salt Lake City, Utah March 25, 2022 (PCAOB ID 457 ) ​ 38 Table of Contents ​ ​ ​ ​ ​ ​ ​ GENERAL CANNABIS CORP CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2021 2020 Assets ​ ​ Current assets ​ ​ Cash and cash equivalents ​ $ 2,054,050 ​ $ 750,218 Accounts receivable, net of allowance of $ 61,000 and $ 9,000 , respectively ​ 80,188 ​ 140,605 Current portion of notes receivable, net of allowance of $ 43,108 and $ 125,000 , respectively ​ ​ 73,000 ​ ​ 350,000 Inventories, net ​ ​ 1,123,083 ​ ​ 371,799 Prepaid expenses and other current assets ​ 149,075 ​ 225,122 Assets of discontinued operations - current portion ​ — ​ 712,010 Total current assets ​ 3,479,396 ​ 2,549,754 ​ ​ ​ ​ ​ ​ ​ Right-of-use operating lease asset ​ ​ 3,065,152 ​ ​ 1,836,455 Property and equipment, net ​ ​ 680,327 ​ ​ 411,525 Investment, held for sale ​ — ​ 208,761 Intangible assets, net ​ ​ 5,999,813 ​ ​ 984,375 Goodwill ​ ​ 8,799,657 ​ ​ 2,484,200 Assets of discontinued operations ​ ​ — ​ ​ 43,697 Total assets ​ $ 22,024,345 ​ $ 8,518,767 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable and accrued expenses ​ $ 1,170,708 ​ $ 1,344,269 Interest payable ​ 621,085 ​ 16,790 Operating lease liability, current ​ ​ 721,809 ​ ​ 370,800 Accrued stock payable ​ 444,894 ​ 94,861 Warrant derivative liability ​ 28,317 ​ 561,368 Notes payable - current ​ ​ 1,094,398 ​ ​ — Liabilities of discontinued operations ​ — ​ 742,064 Total current liabilities ​ 4,081,211 ​ 3,130,152 ​ ​ ​ ​ ​ ​ ​ Operating lease liability, non-current ​ ​ 2,427,762 ​ ​ 1,499,280 Notes payable - long term (net of discount) ​ ​ 5,619,570 ​ ​ 2,598,965 Related party long-term notes payable (net of discount) ​ ​ 288,229 ​ ​ 289,579 Total liabilities ​ ​ 12,416,772 ​ ​ 7,517,976 Commitments and contingencies (Note 9) ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ Preferred stock, no par value; 5,000,000 shares authorized; 1,180 and nil issued and outstanding , respectively ​ ​ 1,073,446 ​ ​ — Common stock, $ 0.001 par value; 200,000,000 shares authorized; 89,551,993 shares and 60,813,673 shares issued and outstanding , respectively ​ ​ 89,550 ​ ​ 60,813 Additional paid-in capital ​ 92,265,392 ​ 75,891,414 Accumulated deficit ​ ( 83,820,815 ) ​ ( 74,951,436 ) Total stockholders’ equity ​ 9,607,573 ​ 1,000,791 Total liabilities and stockholders’ equity ​ $ 22,024,345 ​ $ 8,518,767 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 39 Table of Contents GENERAL CANNABIS CORP CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ December 31, ​ ​ ​ 2021 ​ 2020 ​ Revenue ​ ​ ​ ​ ​ ​ ​ Retail sales ​ $ 3,515,761 ​ $ — ​ Cultivation sales ​ ​ 2,396,966 ​ ​ 2,279,867 ​ Interest ​ ​ 14,472 ​ ​ 103,837 ​ Total revenue ​ ​ 5,927,199 ​ ​ 2,383,704 ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ ​ 4,439,478 ​ ​ 1,388,626 ​ Selling, general and administrative ​ ​ 2,764,780 ​ ​ 2,901,931 ​ Stock-based compensation ​ ​ 307,963 ​ ​ 1,504,389 ​ Professional fees ​ ​ 927,390 ​ ​ 2,263,717 ​ Depreciation and amortization ​ ​ 500,574 ​ ​ 199,683 ​ Total costs and expenses ​ ​ 8,940,185 ​ ​ 8,258,346 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating loss ​ ​ ( 3,012,986 ) ​ ​ ( 5,874,642 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other expenses (income) ​ ​ ​ ​ ​ ​ ​ Amortization of debt discount and equity issuance costs ​ ​ 689,348 ​ ​ 295,256 ​ Interest expense ​ ​ 622,469 ​ ​ 453,522 ​ Loss on extinguishment of debt ​ ​ 233,374 ​ ​ 1,638,009 ​ Loss on impairment of assets ​ ​ 3,010,420 ​ ​ — ​ (Gain) loss on derivative liability ​ ​ 990,066 ​ ​ ( 735,796 ) ​ Other expense (income), net ​ ​ ( 131,512 ) ​ ​ ( 97,948 ) ​ Total other expenses (income), net ​ ​ 5,414,165 ​ ​ 1,553,043 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss from continuing operations before income taxes ​ ​ ( 8,427,151 ) ​ ​ ( 7,427,685 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for income taxes ​ ​ — ​ ​ — ​ Loss from continuing operations ​ ​ ( 8,427,151 ) ​ ​ ( 7,427,685 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from discontinued operations, net of tax ​ ​ ( 442,228 ) ​ ​ ( 252,007 ) ​ Net loss ​ ​ ( 8,869,379 ) ​ ​ ( 7,679,692 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Deemed dividend ​ ​ — ​ ​ ( 830,494 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to common stockholders ​ $ ( 8,869,379 ) ​ $ ( 8,510,186 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per share data - basic and diluted ​ ​ ​ ​ ​ ​ ​ Net loss from continuing operations per share ​ $ ( 0.12 ) ​ $ ( 0.15 ) ​ Net loss from discontinued operations per share ​ $ ( 0.01 ) ​ $ 0.00 ​ Net loss attributable to common stockholders per share ​ $ ( 0.13 ) ​ $ ( 0.17 ) ​ Weighted average number of common shares outstanding ​ ​ 69,537,731 ​ ​ 50,895,301 ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 40 Table of Contents GENERAL CANNABIS CORP CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2021 ​ 2020 Cash flows from operating activities ​ ​ ​ Net loss ​ $ ( 8,869,379 ) ​ $ ( 7,679,692 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ Amortization of debt discount and equity issuance costs ​ 689,348 ​ 295,256 Depreciation and amortization ​ 511,933 ​ 217,635 Amortization of loan origination fees ​ ​ — ​ ​ ( 6,667 ) Loss on extinguishment of debt ​ ​ 233,374 ​ ​ 1,638,009 Non-cash lease expense ​ ​ 490,622 ​ ​ 286,228 Bad debt expense ​ ​ 45,837 ​ ​ 134,059 Impairment of assets ​ ​ 3,010,420 ​ ​ — Loss on disposal of property and equipment ​ ​ 1,467 ​ ​ 37,193 (Gain) loss on warrant derivative liability ​ 990,066 ​ ( 735,796 ) Stock-based compensation ​ 307,963 ​ 1,504,389 Loss on investment ​ ​ ( 132,979 ) ​ ​ 41,239 Gain on sale of building ​ ​ — ​ ​ ( 139,187 ) Changes in operating assets and liabilities, net of acquisitions ​ ​ ​ ​ Accounts receivable ​ 45,402 ​ 36,249 Prepaid expenses and other assets ​ 595,324 ​ ( 165,252 ) Inventories ​ 37,257 ​ ( 186,538 ) Accounts payable and accrued liabilities ​ ​ ( 168,716 ) ​ ​ ( 24,910 ) Operating lease liabilities ​ ​ ( 439,828 ) ​ ​ ( 252,603 ) Net cash used in operating activities: ​ ( 2,651,889 ) ​ ( 5,000,388 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ Purchase of property and equipment ​ ( 331,834 ) ​ ( 314,771 ) Lending on note receivable ​ ​ ( 158,356 ) ​ ​ — Proceeds on notes receivable ​ ​ 591,717 ​ ​ — Acquisition of TREES Englewood, net of cash acquired ​ ​ ( 1,122,015 ) ​ ​ — Acquisition of TREES Portland, net of cash acquired ​ ​ ( 238,187 ) ​ ​ — Acquisition of TREES Waterfront, net of cash acquired ​ ​ ( 78,825 ) ​ ​ — Net proceeds from sale of Next Big Crop ​ ​ 150,000 ​ ​ — Proceeds from sale of building ​ ​ — ​ ​ 1,421,934 Proceeds from sale of investment ​ ​ 208,761 ​ ​ — Net cash (used in) provided by investing activities ​ ( 978,739 ) ​ 1,107,163 ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ ​ Proceeds from the sale of common stock and warrants - accrued stock payable ​ ​ — ​ ​ 3,000,000 Proceeds from the exercise of warrants ​ ​ — ​ ​ 90,000 Proceeds from exercise of stock options ​ ​ 205,519 ​ ​ — Proceeds from preferred stock offering ​ ​ 1,180,000 ​ ​ — Proceeds from notes payable ​ ​ 3,960,000 ​ ​ 3,440,000 Payments on notes payable ​ ​ ( 416,610 ) ​ ​ ( 2,106,000 ) Net cash provided by financing activities ​ 4,928,909 ​ 4,424,000 ​ ​ ​ ​ ​ ​ ​ Net increase in cash and cash equivalents ​ 1,298,281 ​ 530,775 Cash and cash equivalents, beginning of period ​ 755,769 ​ 224,994 Cash and cash equivalents, end of period ​ $ 2,054,050 ​ $ 755,769 ​ ​ ​ ​ ​ ​ ​ Supplemental schedule of cash flow information ​ ​ Cash paid for interest ​ $ 18,174 ​ $ 530,107 ​ ​ ​ ​ ​ ​ ​ Non-cash investing & financing activities ​ ​ Operating lease right-of-use asset/Operating lease liability ​ $ 1,311,124 ​ $ 2,721,069 10 % Warrants recorded as a debt discount and additional paid-in capital ​ $ 1,239,300 ​ $ 221,601 Beneficial conversion feature ​ $ 1,110,039 ​ $ 233,500 Cashless warrant and option exercises ​ $ 1,557,078 ​ $ 3,357,412 Issuance of common stock to a consultant ​ $ 142,614 ​ $ — Deemed dividend from warrant repricing ​ $ — ​ $ 830,494 15 % Warrants recorded as a debt discount and additional paid-in capital ​ $ — ​ $ 167,163 15 % Warrants recorded as a loss on extinguishment of debt and additional paid-in capital ​ $ — ​ $ 668,336 10 % Warrants recorded as a loss on extinguishment of debt and additional paid-in capital ​ $ — ​ $ 163,800 Modification of warrants associated with debt ​ $ — ​ $ 320,673 Debt converted to equity ​ $ — ​ $ 957,056 Issuance of common stock to an employee ​ $ — ​ $ 100,000 Stock issued in connection with SevenFive Farm acquisition ​ $ — ​ $ 3,366,464 The accompanying notes are an integral part of these consolidated financial statements. ​ 41 Table of Contents GENERAL CANNABIS CORP CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ Preferred Stock ​ Common Stock ​ Paid-in ​ Accumulated ​ ​ ​ ​ Shares ​ Amount ​ Shares Amount Capital Deficit Total January 1, 2020 ​ — ​ $ — ​ 39,497,480 ​ $ 39,498 ​ $ 61,468,034 ​ $ ( 67,271,744 ) ​ $ ( 5,764,212 ) Sale of common stock, net of issuance costs ​ — ​ ​ — ​ 7,532,010 ​ ​ 7,532 ​ ​ 2,992,468 ​ ​ — ​ ​ 3,000,000 Common stock issued to employees — ​ ​ — ​ 42,735 ​ 43 ​ 99,957 ​ — ​ 100,000 Common stock issued upon conversion of debt ​ — ​ ​ — ​ 2,215,892 ​ ​ 2,215 ​ ​ 954,841 ​ ​ — ​ ​ 957,056 Common stock issued for acquisition of SevenFive Farm — ​ ​ — ​ 8,859,117 ​ 8,859 ​ 3,800,092 ​ — ​ 3,808,951 Stock options granted to employees and consultants ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,424,146 ​ ​ — ​ ​ 1,424,146 Beneficial conversion feature ​ — ​ ​ — ​ — ​ ​ — ​ ​ 233,500 ​ ​ — ​ ​ 233,500 Warrants exercised ​ — ​ ​ — ​ 200,000 ​ ​ 200 ​ ​ 172,041 ​ ​ — ​ ​ 172,241 Warrants issued with the 15 % Notes ​ — ​ ​ — ​ — ​ ​ — ​ ​ 835,499 ​ ​ — ​ ​ 835,499 Warrants issued with the 10 % Notes ​ — ​ ​ — ​ — ​ ​ — ​ ​ 385,400 ​ ​ — ​ ​ 385,400 Modification of warrants ​ — ​ ​ — ​ — ​ ​ — ​ ​ 320,673 ​ ​ — ​ ​ 320,673 Cashless exercise of warrants ​ — ​ ​ — ​ 2,466,439 ​ ​ 2,466 ​ ​ 3,204,763 ​ ​ — ​ ​ 3,207,229 Net loss ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 7,679,692 ) ​ ​ ( 7,679,692 ) December 31, 2020 ​ — ​ ​ — ​ 60,813,673 ​ ​ 60,813 ​ ​ 75,891,414 ​ ​ ( 74,951,436 ) ​ ​ 1,000,791 Common stock issued to consultants — ​ ​ — ​ 202,679 ​ ​ 203 ​ ​ 142,412 ​ ​ — ​ ​ 142,615 Common stock issued upon exercise of stock options ​ — ​ ​ — ​ 394,670 ​ ​ 395 ​ ​ 205,124 ​ ​ — ​ ​ 205,519 Common stock issued for acquisition of TREES Englewood — ​ ​ — ​ 22,380,310 ​ ​ 22,380 ​ ​ 10,384,464 ​ — ​ 10,406,844 Common stock issued for acquisition of TREES Portland ​ — ​ ​ — ​ 4,754,038 ​ ​ 4,754 ​ ​ 1,088,675 ​ ​ — ​ ​ 1,093,429 Warrants issued with 10 % Notes — ​ ​ — ​ — ​ ​ — ​ ​ 1,239,300 ​ — ​ 1,239,300 Beneficial conversion feature ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,110,039 ​ ​ — ​ ​ 1,110,039 Cashless exercise of warrants ​ — ​ ​ — ​ 1,006,623 ​ ​ 1,005 ​ ​ 1,556,073 ​ ​ — ​ ​ 1,557,078 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 286,438 ​ ​ — ​ ​ 286,438 Preferred shares issued ​ 1,180 ​ ​ 1,073,446 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,073,446 Warrants issued with preferred stock ​ — ​ ​ — ​ — ​ ​ — ​ ​ 106,554 ​ ​ — ​ ​ 106,554 Modification of Warrants ​ — ​ ​ — ​ — ​ ​ — ​ ​ 233,374 ​ ​ — ​ ​ 233,374 Modification of Options ​ — ​ ​ — ​ — ​ ​ — ​ ​ 21,525 ​ ​ — ​ ​ 21,525 Net loss — ​ ​ — ​ — ​ — ​ — ​ ( 8,869,379 ) ​ ( 8,869,379 ) December 31, 2021 1,180 ​ $ 1,073,446 ​ 89,551,993 ​ $ 89,550 ​ $ 92,265,392 ​ $ ( 83,820,815 ) ​ $ 9,607,573 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 42 Table of Contents GENERAL CANNABIS CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. NATURE OF OPERATIONS, HISTORY AND PRESENTATION Nature of Operations General Cannabis Corp, a Colorado Corporation (the “Company,” “we,” “us,” “our,” or “GCC”) (formerly, Advanced Cannabis Solutions, Inc.), was incorporated on June 3, 2013, and provides services and products to the regulated cannabis industry. We currently trade on the OTCQB® Market under the trading symbol CANN. As of December 31, 2021, our operations are segregated into the following segments: Retail (“Retail Segment”) Through our acquisition of TREES Englewood in September 2021 and our acquisition of TREES Portland and TREES Waterfront in December 2021, we operate a retail dispensary store in Englewood, Colorado and two retail stores in Portland, Oregon. Cultivation (“Cultivation Segment”) Through our acquisition of SevenFive Farm in May 2020, we operate a licensed 17,000 square foot light deprivation greenhouse cultivation facility. During 2021 and 2020, 31 % and 28 %, respectively, of SevenFive Farm’s revenue was from two customers. Discontinued Operations - Operations Consulting and Products (“Operations Segment”) Through Next Big Crop (“NBC”), we delivered comprehensive consulting services to the cannabis industry that included obtaining licenses, compliance, cultivation, retail operations, logistical support, facility design and construction, and expansion of existing operations. NBC oversaw our wholesale equipment and supply business, operating under the name “GC Supply,” which provided turnkey sourcing and stocking services to cultivation, retail, and infused products manufacturing facilities. Our products included building materials, equipment, consumables, and compliance packaging. NBC also provided operational support for our internal cultivation. On July 16, 2021, we entered into an Asset Purchase Agreement with an individual to sell substantially all the assets of NBC for a total of $ 150,000 and 10 % of profits generated by the buyer in the states of Michigan, Mississippi, and Massachusetts for a period of twelve months from the closing. On August 2, 2021, the sale of NBC was completed. Basis of Presentation The accompanying consolidated financial statements include the results of GCC and its nine wholly-owned subsidiary companies: (a) 6565 E. Evans Owner LLC, a Colorado limited liability company formed in 2014; (b) General Cannabis Capital Corporation, a Colorado corporation formed in 2015; (c) GC Security LLC (“GCS”), a Colorado limited liability company formed in 2015; (d) Standard Cann, Inc., a Colorado corporation formed in 2019; (e) SevenFive Farm LLC, a Colorado limited liability company formed in 2020; (f) SevenFive Farm Cultivation LLC, a Colorado limited liability company formed in 2020; (g) Trees Colorado LLC, a Colorado limited liability company formed in 2021; (h) Trees Oregon LLC, a Colorado limited liability company formed in 2021; (i) GC Corp., a Colorado corporation, originally formed in 2013 under the name ACS Corp. In 2015, the name was changed to GC Corp. Intercompany accounts and transactions have been eliminated. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and 43 Table of Contents assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. Going Concern The consolidated financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. Our cash of $ 2,054,050 as of December 31, 2021 is not sufficient to absorb our operating losses and retire our debt of $ 8,913,644 and other obligations as they come due. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management believes that (a) we will be successful obtaining additional capital and (b) actions presently being taken to further implement our business plan and generate additional revenues provide opportunity for the Company to continue as a going concern. While we believe in the viability of our strategy to generate additional revenues and our ability to raise additional funds, there can be no assurances to that effect. Accordingly, there is substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. ​ Liquidity The Company incurred net losses of $ 8.9 million and $ 7.7 million in the years ended December 31, 2021 and 2020, respectively, and had an accumulated deficit of $ 83.8 million as of December 31, 2021. The Company had cash, cash equivalents, and short-term and long-term investments of $ 2.1 million and $ 1.0 million as of December 31, 2021 and 2020, respectively. The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses and negative cash flows from operations since inception and has primarily funded its operations with proceeds from the issuance of convertible debt. The Company expects its operating losses and negative operating cash flows to continue into the foreseeable future as it continues to execute its acquisition and growth strategy. The Company believes that its cash and cash equivalents as of December 31, 2021 will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date of filing this Annual Report on Form 10-K due to the receipt of an additional $ 2.3 million of cash in April 2021 from the issuance of a convertible note offering, the receipt of an additional $ 1.2 million of cash in September 2021 from the issuance of preferred stock and the acquisition of three dispensaries (See Note 2 for further information). The Company may need additional funding to support its planned investing activities. If the Company is unable to obtain additional funding, it would be forced to delay, reduce, or eliminate some or all of its acquisition efforts, which could adversely affect its business prospects. ​ Reclassifications Certain prior year amounts have been reclassified for consistency with current year presentation. These reclassifications had no effect on the reported results of operations. Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase. As of December 31, 2021 and 2020 there are nil and $ 5,551 of cash and cash equivalents included in assets of discontinued operations on the balance sheet. 44 Table of Contents Inventories Inventories consist of raw materials, supplies, growing and harvested plants (work-in-process), and finished goods, and are stated at the lower of cost or net realizable value. All direct and indirect costs of growing plants are accumulated until the time of harvest and allocated to the plants during the growing process. All direct and indirect costs of finished goods are accumulated and allocated to the products between the harvest and completion stages. The Company uses an average costing method to allocate costs. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and estimated costs necessary to make the sale. The Company periodically reviews physical inventory for excess, obsolete, and potentially impaired items. Write-downs and write-offs are charged to cost of sales. Accounts Receivable, net Accounts receivable are recorded at the original invoiced amount due from our customers less an allowance for any potential uncollectible amounts. We control credit risk related to accounts receivable through credit approvals, credit limits, and monitoring processes. In making the determination of the appropriate allowance for doubtful accounts, management considers prior experience with customers, analysis of accounts receivable aging reports, changes in customer payment patterns, and historical write-offs. Notes Receivable Notes receivable consist primarily of amounts due to us related to the financing of different business ventures. Direct loan origination costs we incur are netted with loan origination fees we receive and the net amount, loan origination fees, or costs, is included in notes receivable on the consolidated balance sheets. The loan origination fees or costs are amortized over the term of the underlying note receivable and included in interest income in the consolidated statements of operations. We report notes receivable at the principal balance outstanding less an allowance for losses. We monitor the financial condition of the notes receivable and record provisions for estimated losses when we believe it is probable that the holders of the notes receivable will be unable to make their required payments. We charge interest at a fixed rate and interest income is calculated by applying the effective rate to the outstanding principal balance. Right-of-use Asset / Lease Liability Right of use (“ROU”) assets represent our right to use an underlying asset in which we obtain substantially all the economic benefits and the right to direct the use of the asset during the lease term. Lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We recognize ROU assets and lease liabilities on the balance sheet for leases with a lease term of greater than one year. Payments that are not fixed at the commencement of the lease are considered variable and are excluded from the ROU asset and lease liability calculations. In the measurement of our ROU assets and lease liabilities, the fixed lease payments in the agreement are discounted using a secured incremental borrowing rate for a term similar to the duration of the lease, as our leases do not provide implicit rates. Operating lease expense is recognized on a straight-line basis over the lease term. ​ Property and Equipment, net Property and equipment are recorded at historical cost, less accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance, and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets: thirty years for buildings, the lesser of ten years or the life of the lease for leasehold improvements, and one to fifteen years for furniture, fixtures and equipment, software, vehicles, and biological assets. Land is not depreciated. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. 45 Table of Contents Business Combinations Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management, including expected future cash flows. We allocate any excess purchase price over the fair value of the net assets and liabilities acquired to goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. Goodwill and Intangibles Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of ASC No. 350, Intangibles-Goodwill and Other (“ASC No. 350”). ASC No. 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or on level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carry value. Application of the goodwill impairment test requires judgement, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. We test goodwill and long-lived intangible assets annually in December, unless an event occurs that would cause us to believe the value is impaired at an interim date. The price of flower has substantially decreased over the year ending December 31, 2021, as a result we tested for impairment of the Cultivation Segment’s goodwill on December 31, 2021. We recognized a full impairment of goodwill in the amount of $ 2,484,200 . No impairment was recognized as of December 31, 2020. Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. As a result of the full impairment of goodwill above, we tested for impairment on intangibles with finite useful lives under our Cultivation Segment. We recognized an impairment of $ 526,220 on December 31, 2021. No impairment was recognized as of December 31, 2020. Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property and equipment has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and undiscounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. Debt We issue debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants – When we issue debt with warrants, we treat the warrants as a debt discount, record as a contra-liability against the debt, and amortize the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. The offset to the contra-liability is recorded as additional paid in 46 Table of Contents capital in our consolidated balance sheets. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statement of operations. The debt is treated as conventional debt. We determine the value of the non-complex warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”) using the stock price on the date of issuance, the risk-free interest rate associated with the life of the debt, and the volatility of our stock. For warrants with complex terms, we use the binomial lattice model to estimate their fair value. Modification and Extinguishment of Debt - When we change the terms of existing notes payable, we evaluate the amendments under ASC 470-50, Debt Modification and Extinguishment to determine whether the change should be treated as a modification or as a debt extinguishment. This evaluation includes analyzing whether there are significant and consequential changes to the economic substance of the note. If the change is deemed insignificant then the change is considered a debt modification, whereas if the change is substantial the change is reflected as a debt extinguishment. Convertible Debt - When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Black-Scholes upon the date of issuance, using the stock price on the date of issuance, the risk-free interest rate associated with the life of the debt, and the estimated volatility of our stock. If the conversion feature is not treated as a derivative, we assess whether it is a beneficial conversion feature (“BCF”). A BCF exists if the effective conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the effective conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the effective conversion price and the fair value of the common stock into which it is convertible. Fair Value of Financial Instruments U.S. generally accepted accounting principles (“GAAP”) requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the consolidated balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including accounts receivable and accounts payable, the Company estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs consist of items that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1 – Quoted prices in active markets for identical assets or liabilities. There are no fair valued assets or liabilities classified under Level 1 as of December 31, 2021 and 2020. Level 2 – Observable prices that are based on inputs not quoted on active markets but corroborated by market data. There are no fair valued assets or liabilities classified under Level 2 as of December 31, 2021 and 2020. Level 3 – Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs (see Note 14). 47 Table of Contents Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting, and finance department, which reports to the Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department and are approved by the Chief Financial Officer. Level 3 Valuation Techniques Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company deems financial instruments which do not have fixed settlement provisions to be derivative instruments. In accordance with GAAP the fair value of these warrants is classified as a liability on the Company’s consolidated balance sheets because, according to the terms of the warrants, a fundamental transaction could give rise to an obligation of the Company to pay cash to its warrant holders. Such instruments do not have fixed settlement provisions and have also been recorded as derivative liabilities. Corresponding changes in the fair value of the derivative liabilities are recognized in earnings on the Company’s consolidated statements of operations in each subsequent period. The Company’s derivative liabilities are carried at fair value and were classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs. Warrant Instruments Warrants with derivative features – When we raise capital by issuing warrants that do not have complex terms, they are recorded as additional paid in capital in our consolidated balance sheet. When we issue warrants that have complex terms, such as a clause in which the warrant agreements contain a cash settlement provision whereby the holders could settle the warrants for cash upon a fundamental transaction that is considered outside of the control of management, such as a change of control, the warrants are considered to be a derivative that are recorded as a liability at fair value. The warrant derivative liability is adjusted to its fair value at the end of each reporting period, with the change being recorded as other expense or gain. Revenue Recognition We have two main revenue streams: (i) product sales; and (ii) cultivation sales. Product sales are recorded at the time that control of the product 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, sales are generally recognized when products are delivered to customers. Revenue from cultivation sales is recognized when the products are delivered to the customer. ASU 2014-09, Revenue from Contracts with Customers (“ ASC Topic 606”) is a comprehensive revenue recognition model that requires revenue to be recognized when control of the promised goods or services are transferred to our customers at an amount that reflects the consideration that we expect to receive. Application of ASC Topic 606 requires us to use more judgment and make more estimates than under former guidance. Application of ASC Topic 606 requires a five-step model applicable to all product offerings revenue streams as follows: Identification of the contract, or contracts, with a customer A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or 48 Table of Contents services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit or financial information pertaining to the customer. Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. When a contract includes multiple promised goods or services, we apply judgment to determine whether the promised goods or services are capable of being distinct and are distinct within the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. Determination of the transaction price The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring goods or services to our customer. We estimate any variable consideration included in the transaction price using the expected value method that requires the use of significant estimates for discounts, cancellation periods, refunds and returns. Variable consideration is described in detail below. Allocation of the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative Stand-Alone Selling Price (“SSP,”) basis. We determine SSP based on the price at which the performance obligation would be sold separately. If the SSP is not observable, we estimate the SSP based on available information, including market conditions and any applicable internally approved pricing guidelines. Recognition of revenue when, or as, we satisfy a performance obligation We recognize revenue at the point in time that the related performance obligation is satisfied by transferring the promised goods or services to our customer. Principal versus Agent Considerations When another party is involved in providing goods or services to our customer, we apply the principal versus agent guidance in ASC Topic 606 to determine if we are the principal or an agent to the transaction. When we control the specified goods or services before they are transferred to our customer, we report revenue gross, as principal. If we do not control the goods or services before they are transferred to our customer, revenue is reported net of the fees paid to the other party, as agent. Our evaluation to determine if we control the goods or services within ASC Topic 606 includes the following indicators: We are primarily responsible for fulfilling the promise to provide the specified good or service. When we are primarily responsible for providing the goods and services, such as when the other party is acting on our behalf, we have indication that we are the principal to the transaction. We consider if we may terminate our relationship with the other party at any time without penalty or without permission from our customer. 49 Table of Contents We have risk before the specified good or service have been transferred to a customer or after transfer of control to the customer. We may commit to obtaining the services of another party with or without an existing contract with our customer. In these situations, we have risk of loss as principal for any amount due to the other party regardless of the amount(s) we earn as revenue from our customer. The entity has discretion in establishing the price for the specified good or service. We have discretion in establishing the price our customer pays for the specified goods or services. Stock-based Payments Employee and non-employee awards – We account for stock-based compensation in accordance with the fair value recognition provisions of ASC 718 , Compensation – Stock Compensation , and ASC 505 , Equity , which require all stock-based compensation to employees and non-employees, including grants of employee stock options, to be recognized as an expense in the consolidated financial statements based on their fair values. The fair value of stock options is estimated using the Black-Scholes option pricing formula that requires assumptions for expected volatility, expected dividends, the risk-free interest rate, and the expected term of the option. The Company accounts for forfeitures of stock-based grants as they occur. If any of the assumptions used in the Black-Scholes model or the anticipated number of shares to be awarded change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. Market price-based awards – We may issue stock-based payments that vest when certain market conditions are met, such as our common stock trading above a certain value for a specific number of days. We recognize expense for market price-based options at the estimated fair value of the options using the binomial lattice model over the estimated life of the options used in the model, or immediately upon the market conditions being met. We use historical data to estimate the expected price volatility, the expected stock option life and expected forfeiture rate. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant for the estimated life of the stock option. Shipping and Handling Payments by customers to us for shipping and handling costs are included in revenue on the consolidated statements of operations, while our expense is included in cost of sales. Shipping and handling for inventory are included as a component of inventory on the consolidated balance sheets, and in cost of sales in the consolidated statements of operations when the product is sold. Income Taxes We recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amount of our assets and liabilities. We monitor our deferred tax assets and evaluate the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that we believe do not meet the more-likely-than-not recognition criteria. We also evaluate whether we have any uncertain tax positions and would record a reserve if we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities and would be recorded in income tax expense. Our assessment of tax positions as of December 31, 2021 and 2020, determined that there were no material uncertain tax positions. In general, the tax returns for the years ending December 31, 2018 through 2020 are open to examination by federal and state authorities. Reportable Segments Our reporting segments consist of: a) Retail; and b) Cultivation. Our Chief Executive Officer has been identified as the chief decision maker. Our operations are conducted within the United States of America. 50 Table of Contents Recently Issued Accounting Standards FASB ASU 2020-06 – “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”- In June 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2021, although early adoption is permitted. We are in the process of evaluating the impact of this new guidance on our consolidated financial statements. ​ NOTE 2. ACQUISITIONS SevenFive Farm On May 13, 2020, we received approval of the transaction and transfer of the Dalton Adventures, LLC license from the Colorado Marijuana Enforcement Division. On May 25, 2020, we finalized the acquisition, pursuant to which we acquired the assets of the seller that constitute the business of SevenFive Farm, a cultivation facility in Boulder, Colorado, whereby we acquired fixed assets, inventory, a cultivation license, and the tradename. The purchase price paid by the Company to the seller was 8,859,117 shares of common stock. The closing price of our common stock on May 13, 2020, the date of license transfer, was $ 0.38 per share, as such, fair value of consideration is $ 3,808,951 . The purchase agreement had a provision whereby the Seller may require us to repurchase in cash 25 % of the shares issued to the owner of Dalton Adventures, LLC at a repurchase price equal to the same volume weighted average price used to determine the number of shares issued to the owner of Dalton Adventures, LLC at closing. As a result, we recorded a liability using Black-Scholes in the amount of $ 442,487 and reduced additional paid-in capital. In December 2020, the seller waived his right to this provision in the purchase agreement and no longer has the possibility of the buyback of the shares. Therefore, no stock put liability is recorded as of December 31, 2020 and the liability was reversed into equity. We completed the allocation of the purchase price in the first quarter of 2021. The purchase price allocation is as follows: ​ ​ ​ ​ ​ Inventories ​ $ 185,261 Fixed assets ​ 89,490 Tradename ​ 1,050,000 Goodwill ​ 2,484,200 ​ ​ $ 3,808,951 ​ The accompanying consolidated financial statements include the results of SevenFive Farm from the date of acquisition for financial reporting purposes, May 13, 2020. The pro forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2020, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 Total revenues ​ $ 8,074,268 Net loss attributable to common stockholders ​ $ ( 8,332,387 ) Net loss per common share: ​ $ ( 0.16 ) Weighted average number of basic and diluted common shares outstanding ​ ​ 50,895,301 ​ ​ 51 Table of Contents The unaudited proforma results of operations are presented for information purposes only. The unaudited pro-forma results are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2020, or to project potential operating results as of any future date or for any future periods. Trees On September 2, 2021, we completed the acquisition of substantially all of the assets of TREES Englewood, representing a portion of the overall Trees transaction (“Trees Transaction”) previously disclosed pursuant to that certain First Amended and Restated Agreement and Plan of Reorganization and Liquidation dated May 28, 2021 by and among the Company, seller and certain other sellers party thereto, that consists of the assets relating to the Trees dispensary located in Englewood, Colorado (“Englewood Closing”). We paid $ 1,155,256 in cash in connection with the Englewood Closing and stock consideration of 22,380,310 shares of our Common Stock. The closing price of our common stock on September 2, 2021, the date of license transfer, was $ 0.47 per share, as such, fair value of consideration is $ 10,518,746 . Further, cash equal to $ 1,732,884 will be paid to the seller in equal monthly installments over a period of 24 months from the Englewood Closing. The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired: ​ ​ ​ ​ ​ Cash ​ $ 32,941 Fixed assets ​ 59,335 Inventory ​ ​ 586,495 Tradename ​ ​ 5,000,000 Goodwill ​ 7,615,913 ​ ​ $ 13,294,684 ​ The accompanying consolidated financial statements include the results of TREES Englewood from the date of acquisition for financial reporting purposes, September 2, 2021. The pro forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2020, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ ​ 2021 ​ 2020 Total revenues ​ $ 13,918,865 ​ $ 15,884,322 Net income (loss) attributable to common stockholders ​ $ ( 8,110,671 ) ​ $ ( 7,218,878 ) Net income (loss) per common share ​ $ ( 0.10 ) ​ $ ( 0.10 ) Weighted average number of basic and diluted common shares outstanding ​ ​ 84,560,130 ​ ​ 73,275,611 ​ The unaudited proforma results of operations are presented for information purposes only. The unaudited pro-forma results are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2020, or to project potential operating results as of any future date or for any future periods. On December 30, 2021, we completed the acquisition of substantially all the assets of Trees Portland, LLC and Trees Waterfront, LLC, representing a portion of the overall Trees Transaction, that consists of the assets relating to certain Trees dispensaries located in Portland, Oregon ("Oregon Closing”). We paid cash in the amount of $ 331,581 in connection with the Oregon Closing and stock consideration of 6,423,575 shares of our Common Stock. The closing price of our common stock on December 30, 2021, the date of license transfer, was $ 0.23 per share, as such, fair value of consideration is $ 1,477,422 . Further, cash equal to $ 497,371 will be paid to the sellers in equal monthly installments over a period of 24 months from the Oregon Closing. 52 Table of Contents The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired: ​ ​ ​ ​ ​ Cash ​ $ 14,568 Fixed assets ​ 56,015 Inventory ​ ​ 202,046 Tradename ​ ​ 850,000 Goodwill ​ 1,183,744 ​ ​ $ 2,306,373 ​ ​ The accompanying consolidated financial statements include the results of Trees Oregon from the date of acquisition for financial reporting purposes, December 30, 2021. The pro forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2020, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ ​ 2021 ​ 2020 Total revenues ​ $ 10,606,719 ​ $ 6,830,005 Net income (loss) attributable to common stockholders ​ $ ( 8,664,841 ) ​ $ ( 8,666,967 ) Net income (loss) per common share ​ $ ( 0.11 ) ​ $ ( 0.15 ) Weighted average number of basic and diluted common shares outstanding ​ ​ 75,948,281 ​ ​ 57,318,876 ​ ​ The unaudited proforma results of operations are presented for information purposes only. The unaudited pro-forma results are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2020, or to project potential operating results as of any future date or for any future periods. We have not completed the allocation of the purchase price for the Trees acquisition. As of December 31, 2021, the consolidated balance sheet includes a preliminary allocation of fixed assets, inventory, intangible assets, and goodwill. Management anticipates completing the purchase price allocation as soon as possible, but no later than one year from the acquisition dates. ​ NOTE 3. DISCONTINUED OPERATIONS On July 16, 2021, we entered into an Asset Purchase Agreement with an individual to sell substantially all the assets of our Operations Segment for a total of $ 150,000 and 10 % of profits generated by the buyer in the states of Michigan, Mississippi, and Massachusetts for a period of twelve months from the closing. On August 2, 2021, the sale of the Operations Segment was completed. Pursuant to amendment, the buyer paid the additional $ 75,000 in March 2022, and the 10 % profit share described above was eliminated. Assets and liabilities of discontinued operations for the Operations Segment included the following: ​ 53 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Accounts receivable, net ​ $ — ​ $ 187,185 Prepaid expenses and other current assets ​ — ​ 519,274 Current assets discontinued operations ​ ​ — ​ ​ 706,459 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ ​ — ​ ​ 43,697 Noncurrent assets discontinued operations ​ ​ — ​ ​ 43,697 ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ ​ — ​ ​ 169,492 Customer deposits ​ ​ — ​ ​ 517,931 Current liabilities discontinued operations ​ $ — ​ $ 687,423 ​ ​ A breakdown of the discontinued operations for the Operations Segment is presented as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ December 31, ​ ​ 2021 2020 ​ Product revenues ​ $ 614,764 ​ $ 3,655,045 Service revenues ​ ​ 523,994 ​ ​ 1,081,291 ​ Total revenues ​ ​ 1,138,758 ​ ​ 4,736,336 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ 1,157,035 ​ 4,078,571 ​ Selling, general and administrative ​ 407,648 ​ 797,148 ​ Professional fees ​ 4,944 ​ 35,976 ​ Depreciation and amortization ​ ​ 11,359 ​ ​ 15,778 ​ Total costs and expenses ​ 1,580,986 ​ 4,927,473 ​ Loss from discontinued operations ​ $ ( 442,228 ) ​ $ ( 191,137 ) ​ ​ The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows. The following table provides selected information on cash flows related to discontinued operations for the Operations Segment for the years ended December 31, 2021 and 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ December 31, ​ ​ 2021 2020 ​ Accounts receivables ​ $ 187,185 ​ $ ( 101,981 ) ​ Prepaid expenses and other current assets ​ ​ 519,274 ​ ​ ( 212,624 ) ​ Depreciation and amortization ​ ​ 11,359 ​ ​ 15,778 ​ Capital expenditures ​ ​ — ​ ​ ( 9,489 ) ​ Accounts payable and accrued expenses ​ ​ ( 169,492 ) ​ ​ 5,641 ​ Customer deposits ​ ​ ( 517,931 ) ​ ​ ( 44,872 ) ​ ​ ​ Security Segment ​ On December 26, 2019, the board of directors and management made the strategic decision to investigate a possible buyer for the Security Segment and if no buyer could be found, cease operations of the Security Segment. We transferred all our Colorado security contracts and employees to a company on January 16, 2020. On February 6, 2020 we cancelled all our security contracts in California. The assets and liabilities classified as discontinued operations for the Security Segment are presented separately in the balance sheet and the operating results for the years ended December 31, 2021 and 2020 are presented as discontinued operations. ​ Assets and liabilities of discontinued operations for the Security Segment included the following: 54 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Cash and cash equivalents ​ $ — ​ $ 5,551 Current assets discontinued operations ​ ​ — ​ ​ 5,551 ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ ​ — ​ ​ 1,513 Current liabilities discontinued operations ​ $ — ​ $ 1,513 ​ A breakdown of the discontinued operations for the Security Segment is presented as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ 2021 2020 Service revenues ​ ​ — ​ ​ 120,207 Total revenues ​ ​ — ​ ​ 120,207 ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ — ​ 88,541 Selling, general and administrative ​ — ​ 83,829 Depreciation and amortization ​ ​ — ​ ​ 2,174 Total costs and expenses ​ — ​ 174,544 Loss from discontinued operations ​ $ — ​ $ ( 54,337 ) ​ The cash flows related to discontinued operations have not been segregated, and are included in the consolidated statements of cash flows. The following table provides selected information on cash flows related to discontinued operations for the Security Segment for the years ended December 31, 2021 and 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ 2021 2020 Accounts receivables ​ $ — ​ $ 280,058 Prepaid expenses and other current assets ​ ​ — ​ ​ 17,780 Depreciation and amortization ​ ​ — ​ ​ 2,174 Accounts payable and accrued expenses ​ ​ — ​ ​ ( 86,796 ) Customer deposits ​ ​ — ​ ​ ( 60,940 ) ​ Consumer Goods Segment ​ On December 26, 2019, the board of directors and management made the strategic move to cease operations of Chiefton. On December 26, 2019, the board of directors committed to a plan to cease operations of STOA Wellness. We transferred all assets of STOA Wellness to an individual on January 10, 2020, in exchange for the release on the outstanding lease. The assets and liabilities classified as discontinued operations for the Consumer Goods Segment are presented separately in the balance sheet and the operating results for the years ended December 31, 2021 and 2020 are presented as discontinued operations. ​ Assets and liabilities of discontinued operations for the Consumer Goods Segment included the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ $ — ​ $ 53,128 Current liabilities discontinued operations ​ $ — ​ $ 53,128 ​ A breakdown of the discontinued operations for the Consumer Goods Segment is presented as follows: ​ 55 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ 2021 2020 Product revenues ​ ​ — ​ ​ 33 Total revenues ​ ​ — ​ ​ 33 ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ — ​ 5,582 Total costs and expenses ​ — ​ 5,582 Loss from discontinued operations ​ $ — ​ $ ( 5,549 ) ​ ​ The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows. The following table provides selected information on cash flows related to discontinued operations for 2021 and 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ 2021 2020 Accounts receivables ​ $ — ​ $ 7,836 Prepaid expenses and other current assets ​ ​ — ​ ​ 14,394 Accounts payable and accrued expenses ​ ​ — ​ ​ ( 71,340 ) ​ ​ ​ ​ NOTE 4. ACCOUNTS RECEIVABLE Our accounts receivable consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Accounts receivable ​ $ 141,188 ​ $ 149,605 Less: Allowance for doubtful accounts ​ ​ ( 61,000 ) ​ ​ ( 9,000 ) Total ​ $ 80,188 ​ $ 140,605 ​ We record bad debt expense when we conclude the credit risk of a customer indicates the amount due under the contract is not collectible. We recorded bad debt expense of $ 53,386 , of which $ 43,000 was related to accounts receivable and the remaining recovery amount is in relation to our notes receivable, and $ 136,000 , of which $ 9,000 was related to accounts receivable, respectively, during the years ended December 31, 2021 and 2020. ​ ​ 56 Table of Contents NOTE 5. NOTES RECEIVABLE Our notes receivable consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 ​ 2020 CCR Note ​ $ 1,608 ​ $ 375,000 BB Note ​ 40,000 ​ 100,000 NBC Note ​ ​ 75,000 ​ ​ — Total Principal ​ ​ 116,608 ​ ​ 475,000 Allowance for doubtful accounts ​ ​ ( 43,608 ) ​ ​ ( 125,000 ) Unamortized loan origination fee ​ — ​ — ​ ​ 73,000 ​ 350,000 Less: Current portion ​ ( 73,000 ) ​ ( 350,000 ) Long-term portion ​ $ — ​ $ — ​ On August 2, 2021, as part of the closing of the sale of NBC, we agreed to a note receivable of $ 75,000 due August 2, 2022. There is no interest associated with this receivable per the agreement. This note receivable was collected in full as of the issuance of these financial statements. In March 2019, we agreed to loan an aggregate of up to $ 375,000 to Consolidated C.R., LLC (“CCR”) pursuant to the terms of a convertible promissory note (“CCR Note”), bearing interest at 12 % per annum, collateralized by substantially all the assets of CCR and subject to a maturity date of September 2020. As of May 30, 2019, we had loaned the entire available amount of $ 375,000 to CCR pursuant to the CCR Note. CCR is a vertically integrated medical cannabis company located in San Juan, Puerto Rico. The CCR Note included a loan origination fee of $ 15,000 , which was being recognized as interest income over the term of the agreement and has been fully amortized. This loan went into default in April 2020, which increased the interest rate to 18 % per annum. As of December 31, 2021 we received the majority of the payment of the outstanding principal and interest of the note receivable. On January 3, 2019, the Company authorized an unsecured loan of $ 100,000 to Beacher Brewing, LLC (“BB”) pursuant to the terms of a promissory note (“BB Note”), bearing interest at 11 % per annum and a maturity date of January 3, 2020. Interest is due in advance at the beginning of each quarter. On December 13, 2019, the Company agreed to extend the maturity date to January 3, 2021. During 2021 we negotiated a payment amount of $ 60,000 and wrote off the remaining balance to allowance for doubtful accounts. Payment was considered to be in full as of December 31, 2021. ​ ​ NOTE 6. INVENTORIES, NET ​ Our inventories consistent of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Raw materials ​ $ 13,343 ​ $ 8,137 Work-in-progress and finished goods ​ ​ 1,109,740 ​ ​ 363,662 Less: Inventory reserves ​ ​ — ​ ​ — Inventories, net ​ $ 1,123,083 ​ $ 371,799 ​ ​ ​ 57 Table of Contents NOTE 7. PREPAIDS AND OTHER CURRENT ASSETS Our prepaids and other current assets consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Prepaid insurance ​ $ 79,897 ​ $ 73,827 Other ​ 69,178 ​ 151,295 ​ ​ $ 149,075 ​ $ 225,122 ​ ​ ​ NOTE 8. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Furniture, fixtures and equipment ​ $ 950,380 ​ $ 514,369 Software ​ 103,817 ​ 103,817 Biological assets ​ ​ 13,000 ​ ​ 13,000 Total ​ 1,067,197 ​ 631,186 Less: Accumulated depreciation ​ ( 386,870 ) ​ ( 219,661 ) ​ ​ $ 680,327 ​ $ 411,525 ​ Depreciation expense was $ 192,232 and $ 134,058 , respectively, for the years ended December 31, 2021 and 2020. ​ NOTE 9. INTANGIBLE ASSETS AND GOODWILL ​ Intangible assets ​ Intangible assets as of December 31 consist of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Life ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Life ​ Gross Amortization ​ Net (in years) ​ ​ Gross Amortization ​ Net (in years) Tradename $ 6,323,780 ​ $ 323,967 ​ $ 5,999,813 ​ ​ 10 ​ $ 1,050,000 ​ $ 65,625 ​ $ 984,375 ​ ​ 10 ​ Estimated amortization expense for the next five years is as follows: ​ ​ ​ ​ ​ Year ending December 31, Amount 2022 ​ $ 622,602 2023 ​ ​ 622,602 2024 ​ ​ 622,602 2025 ​ ​ 622,602 2026 ​ ​ 622,602 Thereafter ​ ​ 2,886,803 Total ​ $ 5,999,813 ​ Amortization expense was $ 308,342 and $ 65,625 for the years ended December 31, 2021 and 2020, respectively. ​ Goodwill ​ 58 Table of Contents The following represents a summary of changes in the carry amount of goodwill for the years ended December 31, 2021 and 2020: ​ ​ ​ ​ ​ Balance as of December 31, 2019 ​ $ — Goodwill acquired ​ ​ 2,484,200 Balance as of December 31, 2020 ​ $ 2,484,200 Goodwill acquired ​ ​ 8,799,657 Impairment ​ ​ ( 2,484,200 ) Balance as of December 31, 2021 ​ $ 8,799,657 ​ ​ ​ NOTE 10. LEASES On May 13, 2020, we entered into a commercial real estate lease with a related party (see Note 19) for 17,000 square feet of greenhouse space in Boulder, CO, with an initial term of five years and, at our option, two additional terms of five years each. Rent is $ 30,000 per month with 1.5 % annual escalations. We also pay our portion of real estate taxes. In December 2020, we amended the lease to include a 3 % rent escalation in 2021 and 2022 . No other changes to the lease were made. We accounted for the amendment as a lease modification and remeasured the lease with an incremental borrowing rate of 20 % which resulted in an increase of $ 246,250 to the right-of-use operating lease asset and lease liability from the initial lease valued on May 13, 2020 using an incremental borrowing rate of 22.8 %. We determined the present value of the future lease payments using a discount rate of 20 % over a 15-year term, our incremental borrowing rate based on outstanding debt, resulting in a right-of-use asset and lease liability of $ 1,877,423 which are being applied ratably over the term of the lease. As of December 31, 2021 and 2020, the balance of the right-of-use asset and lease liability was $ 1,796,983 and $ 1,873,607 , respectively. ​ On September 2, 2021, we entered into a commercial real estate lease with a related party (see Note 19) for retail space in Englewood, CO, with an initial term of five years and, at our option, two additional terms of three years each. Rent is $ 10,000 per month with 3 % annual escalations during the initial term and 4 % annual escalations during the option term. We also pay our portion of real estate taxes. We determined the present value of the future lease payments using a discount rate of 20 % over a 11-year term, resulting in a right-of-use asset and lease liability of $ 602,140 which are being applied ratably over the term of the lease. As of December 31, 2021, the balance of the right-of-use asset and lease liability was $ 584,258 and $ 591,741 , respectively. Through the acquisition of TREES Englewood, we entered into a commercial real estate lease for office space in Denver, CO. This office space is our new principal business office. The lease has 15 months remaining. Rent is $ 7,150 per month with a 3 % escalation beginning in November 2021. We also pay our portion of real estate taxes. We determined the present value of the future lease payments using a discount rate of 20 % over a 15-month term, resulting in a right-of-use asset and lease liability of $ 98,211 which are being applied ratably over the term of the lease. As of December 31, 2021, the balance of the right-of-use asset and lease liability was $ 73,138 and $ 73,451 , respectively. 59 Table of Contents Through the acquisition of TREES Portland, we entered into a commercial real estate lease in Portland, OR. The lease has 5.5 years remaining. Rent is $ 5,124 per month with a 5 % annual escalation beginning in May 2022. The rent includes payment of property taxes. We determined the present value of the future lease payments using a discount of 20 % over a 5.5 -year term, resulting in a right-of-use asset and lease liability of $ 229,501 . As of December 31, 2021, the balance of the right-of-use asset and lease liability was $ 229,501 . ​ Through the acquisition of TREES Waterfront, we entered into a commercial real estate lease in Portland, OR. The lease has an initial term of 5 years and, at our option an additional term of 5 years . Rent is $ 6,683 per month with a 3 % annual escalation. The rent includes payment of property taxes. We determined the present value of the future lease payments using a discount rate of 20 % over a 10-year term, resulting in a right-of-use asset and lease liability of $ 381,272 . As of December 31, 2021, the balance of the right-of-use asset and l ease liability was $ 381,271 . ​ Future remaining minimum lease payments were as follows: ​ ​ ​ ​ ​ Year ending December 31, Amount 2022 ​ $ 729,356 2023 ​ 663,351 2024 ​ 678,771 2025 ​ 694,633 2026 ​ 711,290 Thereafter ​ 4,990,009 Total ​ 8,467,410 Less: Present value adjustment ​ ( 5,317,839 ) Operating lease liability ​ $ 3,149,571 ​ Rent expense was approximately $ 614,953 and $ 380,607 for the years ended December 31, 2021 and 2020, respectively. ​ ​ NOTE 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Our accounts payable and accrued expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Accounts payable ​ $ 621,603 ​ $ 1,051,653 Accrued payroll, taxes, and vacation ​ 403,136 ​ 176,702 Other ​ 145,969 ​ 115,914 ​ ​ $ 1,170,708 ​ $ 1,344,269 ​ ​ 60 Table of Contents NOTE 12. ACCRUED STOCK PAYABLE The following tables summarize the changes in accrued common stock payable: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Amount Shares Balance as of December 31, 2019 ​ $ 80,657 ​ ​ 34,469 Employee stock award accrual ​ ​ 19,343 ​ ​ 8,267 Consultant stock award ​ ​ 60,900 ​ ​ 100,000 Investor stock award accrual ​ ​ 2,185,000 ​ ​ 5,485,814 Warrant cashless exercises ​ ​ 33,961 ​ ​ 259,415 Stock issued ​ ​ ( 2,285,000 ) ​ ​ ( 5,528,550 ) Balance as of December 31, 2020 ​ $ 94,861 ​ ​ 359,415 TREES Waterfront acquisition stock accrual ​ ​ 383,994 ​ ​ 1,669,537 Stock issued ​ ​ ( 33,961 ) ​ ​ ( 259,415 ) Balance as of December 31, 2021 ​ $ 444,894 ​ ​ 1,769,537 ​ On February 18, 2020 we granted a consultant 100,000 fully vested shares for consulting services. Based on a stock price of $ 0.61 on the date of grant, the consultant will receive $ 60,900 worth of our common stock. As of December 31, 2021, none of the stock had been issued. In December 2020, several warrant holders exercised their 2020 A warrants through cashless exercises, and we issued 282,213 shares of common stock. 259,415 of those shares issued had not been transferred to the warrant holders as of December 31, 2020 and are included in accrued stock payable. See Note 13 for further details of the cashless exercises. ​ In December 2021, we completed the acquisition of TREES Waterfront. As part of the transaction, we granted 1,669,537 shares of our common stock. As of December 31, 2021 this stock had not been issued. The stock was subsequently issued on January 6, 2022. ​ ​ NOTE 13. NOTES PAYABLE Our notes payable consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2021 ​ 2020 2020 10% Notes ​ $ 6,580,000 ​ $ 2,600,000 2019 15% Notes ​ ​ — ​ ​ 200,000 Related party note payable ​ ​ 320,000 ​ ​ 340,000 Trees Acquisition Notes ​ ​ 2,013,644 ​ ​ — Unamortized debt discount ​ ​ ( 1,911,447 ) ​ ​ ( 251,456 ) ​ ​ ​ 7,002,197 ​ ​ 2,888,544 Less: Current portion ​ ​ ( 1,094,398 ) ​ ​ — Long-term portion ​ $ 5,907,799 ​ $ 2,888,544 ​ Aggregate Maturities As of December 31, 2021, aggregate future contractual maturities of long-term debt (excluding issue discounts) are as follows: ​ ​ ​ ​ ​ Year ending December 31, Amount 2022 ​ $ 1,094,398 2023 ​ 3,838,524 2024 ​ 3,980,722 ​ ​ $ 8,913,644 ​ 61 Table of Contents TREES Notes In September 2021, with the completion of the Englewood acquisition, we are to pay the Seller cash equal to $ 1,732,884 in equal monthly installments over a period of 24 months . The monthly payments began on October 15, 2021, and the payment is equal to $ 72,204 per month. There is no interest associated with this note. In December 2021, with the completion of the TREES Portland and TREES Waterfront acquisitions, we are to pay the Seller cash equal to $ 497,371 in equal monthly installments over a period of 24 months . The payments began on February 15, 2022, and the payment is equal to $ 20,724 per month. 10 % Notes In December 2020, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement’) with certain accredited investors (the “ 10 % Investors”), pursuant to which we issued and sold senior convertible promissory notes (the “ 10 % Notes”) with an aggregate principal amount of $ 2,940,000 in exchange for payment to us by certain 10 % Investors of an aggregate amount of $ 1,940,000 in cash, as well as cancellation of outstanding indebtedness of the 15 % Notes (defined below) in the aggregate amount of $ 1,000,000 . In connection with the issuance of the 10 % Notes, the holders of the 10 % notes received warrants (the “ 10 % Warrants”) to purchase shares of our common stock equal to 20 % coverage of the aggregate principal amount at $ 0.56 per share. In the aggregate, this equals 1,050,011 shares of our common stock. The 10 % Notes will bear interest at an annual rate of 10 % and will mature on December 23, 2023. The 10 % Investors have the option at any time to convert up to 50 % of the outstanding unpaid principal and accrued interest of the Notes into Common Stock at a variable price of 80 % of the market price but no less than $ 0.65 per share and no more than $ 1.00 per share. The 10 % Warrants are exercisable at an exercise price of $ 0.56 per 10 % Warrant. The relative fair value of the new funding on the 10 % Warrants was recorded as a debt discount and additional paid-in capital of $ 254,400 . The relative fair value of the cancellation of the outstanding indebtedness was recorded as an extinguishment of debt and additional paid-in capital of $ 131,000 . For the years ended December 31, 2021 and 2020, amortization of debt discount expense was $ 86,759 and $ 2,944 , respectively, from the 10 % Notes. We determined there was no beneficial conversion feature on the 10 % Notes. The 10 % Notes are treated as conventional debt. ​ For purposes of determining the debt discount, the underlying assumptions used in the binomial lattice model to determine the fair value of the 10 % Warrants as of December 31, 2020, were: ​ ​ ​ ​ ​ Current stock price $ 0.53 Exercise price ​ $ 0.56 Risk-free interest rate ​ ​ 0.38 % Expected dividend yield ​ ​ — Expected term (in years) ​ ​ 5.0 Expected volatility ​ ​ 115 % ​ On February 8, 2021, we entered into a Securities Purchase Agreement with an accredited 10 % Investor, pursuant to which we issued and sold 10 % Notes with an aggregate principal amount of $ 1,660,000 to such 10 % Investor. The 10 % Notes are part of an over-allotment option exercised by us in connection with the convertible note offering consummated on December 23, 2020, as discussed above. In connection with the issuance of the 10 % Notes, the holder received warrants to purchase shares of our common stock equal to 20 % coverage of the aggregate principal amount at $ 0.56 per share. In the aggregate, this equals 592,858 shares of our common stock with a par value $ 0.001 per share. The 10 % Notes bear interest at an annual rate of 10 % and will mature on February 8, 2024. The 10 % Investor has the option to convert up to 50 % of the outstanding unpaid principal and accrued interest of the 10 % Notes into Common Stock at a variable price of 80 % of the market price but no less than $ 0.65 per share and no more than $ 1.00 per share. The 10 % Warrants are exercisable at an exercise price of $ 0.56 per warrant. 62 Table of Contents The relative fair value of the new funding on the 10 % Warrants was recorded as a debt discount and additional paid-in capital of $ 429,300 . We determined that this 10 % Note had a beneficial conversion feature and is calculated at its intrinsic value (that is, the difference between the effective conversion price of $ 0.66 at the date of the note issuance and the fair value of the common stock into which the debt is convertible at the commitment date, per share being $ 0.90 , multiplied by the number of shares into which the debt is convertible). The valuation of the beneficial conversion feature recorded cannot be greater than the face value of the note issued. For the years ended December 31, 2021 and 2020, amortization of debt discount expense was $ 252,118 and nil , respectively. The 10 % Notes are treated as conventional debt. For purposes of determining the debt discount, the underlying assumptions used in the binomial lattice model to determine the fair value of the 10 % Warrants as of February 8, 2021, were: ​ ​ ​ ​ Current stock price $ 1.12 Exercise price ​ $ 0.56 Risk-free interest rate ​ ​ 0.48 % Expected dividend yield ​ ​ — Expected term (in years) ​ ​ 5.0 Expected volatility ​ ​ 118 % ​ On April 20, 2021, we entered into a Securities Purchase Agreement with accredited 10 % Investors, pursuant to which we issued and sold 10 % Notes with an aggregate principal amount of $ 2,300,000 to such 10 % Investors. The 10 % Notes are part of an over-allotment approved by the existing noteholders in connection with the original convertible note offering of $ 4,600,000 consummated on December 23, 2020 and February 8, 2021. In connection with the issuance of the 10 % Notes, each holder received warrants to purchase shares of our common stock equal to 20 % coverage of the aggregate principal amount at $ 0.56 per share, except that the warrants coverage to one Investor acting as lead investor in the raise received approximately 35.5 % of the aggregate principal amount invested. The 10 % Notes bear interest at an annual rate of 10 % and will mature on April 20, 2024. The 10 % Investors have the option to convert up to 50 % of the outstanding unpaid principal and accrued interest of the 10 % Notes into Common Stock at a variable price of 80 % of the market price but no less than $ 0.65 per share and no more than $ 1.00 per share. The 10 % Warrants are exercisable at an exercise price of $ 0.56 per warrant. The relative fair value of the new funding on the 10 % Warrants was recorded as a debt discount and additional paid-in capital of $ 810,000 . We determined that these 10 % Notes had a beneficial conversion feature and is calculated at its intrinsic value (that is, the difference between the effective conversion price of $ 0.49 at the date of the note issuance and the fair value of the common stock into which the debt is convertible at the commitment date, per share being $ 0.83 , multiplied by the number of shares into which the debt is convertible). The valuation of the beneficial conversion feature recorded cannot be greater than the face value of the note issued. We recorded $ 692,500 as additional paid in capital and a debt discount and included in our consolidated statement of operations. For the years ended December 31, 2021 and 2020, amortization of debt discount expense was $ 350,471 and nil , respectively. The 10 % Notes are treated as conventional debt. For purposes of determining the debt discount, the underlying assumptions used in the binomial lattice model to determine the fair value of the 10 % Warrants as of April 20, 2021, were: ​ ​ ​ ​ Current stock price $ 0.83 Exercise price ​ $ 0.56 Risk-free interest rate ​ ​ 0.81 % Expected dividend yield ​ ​ — Expected term (in years) ​ ​ 5.0 Expected volatility ​ ​ 115 % ​ 63 Table of Contents SBI Debt On February 18, 2020, we entered into a promissory note exchange agreement with SBI pursuant to which the original SBI Note was exchanged for a new convertible promissory note (the “Convertible Note”). The Convertible Note has a principal amount of $ 934,000 , an interest rate of 10 % per annum and a maturity date of February 18, 2021. The Convertible Note may be converted at the option of SBI into shares of common stock at a conversion price equal to 80 % of the Market Price, provided that the conversion price shall in no event be less than $ 0.45 per share. If at any time, the borrower issues or sells any shares of common stock for a consideration per share less than the conversion price in effect on the date of such issuance, the holder shall have the right to utilize the price per share of the dilutive issuance as the conversion price for such conversion. On May 29, 2020, we issued shares at $ 0.40 per share, and as such, the conversion price was decreased to a floor of $ 0.40 per share. The exchange of the SBI Note for the Convertible Note is treated as a debt extinguishment. The additional $ 184,000 of principal was treated as a debt extinguishment and included in our consolidated statement of operations. We determined that the Convertible Note should be accounted for in accordance with FASB ASC 470-20 which addresses “Accounting for Convertible Securities with Beneficial Conversion Features”. The beneficial conversion feature is calculated at its intrinsic value (that is, the difference between the effective conversion price of $ 0.49 at the date of the note issuance and the fair value of the common stock into which the debt is convertible at the commitment date, per share being $ 0.61 , multiplied by the number of shares into which the debt is convertible). The valuation of the beneficial conversion feature recorded cannot be greater than the face value of the note issued. We recorded $ 233,500 as additional paid in capital and as a debt extinguishment and included in our consolidated statement of operations. As of December 31, 2020, SBI converted all of the $ 934,000 aggregate principal amount of the Convertible Note and approximately $ 23,000 of accrued interest into 2,215,892 shares of our common stock. ​ 15 % Notes In December 2019, we completed a private placement with certain accredited investors pursuant to an unsecured promissory note (the “ 15 % Notes”) with an aggregate principal amount of $ 300,000 . In February and March 2020, we completed private placements with certain accredited investors, including some holders of our 2019 12 % Notes (as defined below), of 15 % Notes with an aggregate principal amount of $ 2,031,000 in exchange for $ 525,000 of new funding and the cancellation of $ 1,506,000 aggregate principal amount of the 2019 12 % Notes. The 15 % Notes have an annual interest rate of 15 % and mature on January 31, 2021. $ 1.0 million of the 15 % Notes were exchanged for the 10 % Notes (see above), $ 2.1 million was paid in full in December 2020 and the remaining $ 200,000 was paid in full in the first quarter 2021. The 15 % Notes provide that they shall be repaid in full out of the proceeds of any new debt or equity capital raise with net proceeds of more than $ 5,000,000 . In connection with the issuance of the 15 % Notes, each holder of 15 % Notes received three warrants (i.e., a 2020 A Warrant, a 2020 B Warrant and a 2020 C Warrant) to acquire shares of common stock at an exercise price equal to $ 0.45 per share, with the number of shares subject to each warrant equal to one share for each $ 1.00 of principal amount of 15 % Notes issued to the noteholder. The 2020 A Warrants have an expiration date of December 31, 2020, the 2020 B Warrants have an expiration date of December 31, 2021, and the 2020 C Warrants have an expiration date of December 31, 2022 (collectively, the “ 15 % Warrants”). By way of example, if an investor was issued a 15 % Note with a principal amount of $ 250,000 , such noteholder would receive a 2020 A Warrant to purchase 250,000 shares of common stock, a 2020 B Warrant to purchase 250,000 shares of common stock and a 2020 C Warrant to purchase 250,000 shares of common stock. Accordingly, as of March 31, 2020, the Company has issued 15 % Warrants to purchase a total of 6,993,000 shares of common stock to the holders of 15 % Notes. As of December 31, 2021, the warrant holders exercised 1,131,000 of the 2020 A warrants into 282,813 shares of our common stock through cashless exercise. We recorded $ 3,653 to additional paid in capital and $ 33,961 to accrued stock, as 259,415 shares needed to be issued as of December 31, 2020. All shares were issued as of December 31, 2021. ​ We received $ 300,000 of cash in December 2019 and an additional $ 525,000 of cash January 2020 through March 2020 for issuing the 15 % Notes. The relative fair value of the new funding on the 15 % Warrants was recorded as a debt discount and additional paid-in capital of $ 333,056 . The relative fair value of the cancellation of the outstanding indebtedness was recorded as an extinguishment of debt and additional paid-in capital of $ 668,335 . For the year ended December 31, 2021 and 2020, amortization of debt discount expense was nil and $ 279,676 , respectively, from the 15 % Notes. The 15 % Notes are otherwise treated as conventional debt. ​ 64 Table of Contents For purposes of determining the debt discount, the underlying assumptions used in the binomial lattice model to determine the fair value of the 15 % Warrants as of March 2020, were: ​ ​ ​ ​ ​ Current stock price $ 0.45 - 0.67 Exercise price ​ $ 0.45 Risk-free interest rate ​ ​ 0.68 - 1.62 % Expected dividend yield ​ ​ — Expected term (in years) ​ ​ 0.83 - 3.06 Expected volatility ​ ​ 112 - 119 % ​ On September 17, 2021, we entered into warrant amendments with certain ‘A’ and ‘B’ warrant holders from the 15 % Notes. Pursuant to the warrant amendment the expiration date was extended until December 31, 2024 and the exercise price thereof was increased to $ 1.00 per warrant share. Warrant amendments were entered into with warrant holders representing an aggregate of 400,000 A warrants and 1,211,000 B warrants. We recognized an additional expense of $ 233,374 in loss on extinguishment of debt as a result of the modification. ​ Loan on Building ​ On January 8, 2020 we entered into a $ 975,000 deed of trust (the “Mortgage Loan”) secured by a first mortgage lien on the property located in Denver, Colorado. The Mortgage Loan matures on December 31, 2020 and accrues interest at a rate of equal to the greater of 5.25 % in excess of the Prime Rate or 10 % per annum, payable on a monthly basis. This loan was paid in full on March 20, 2020 with the sale of our building. ​ 2019 12 % Notes In September 2019, we completed a private placement with certain accredited investors pursuant to (a) a senior unsecured promissory note, bearing interest at 12 % payable quarterly, with principal due October 31, 2020, with an option for us to extend the due date to October 31, 2021 (“2019 12 % Notes”) and (b) warrants with an exercise price of $ 1.30 per share and a life of 1.1 years; however, if we prepay at any time the life extends to October 31, 2022 (“2019 12 % Warrants”) (combined the “2019 12 % Agreements”). We may prepay the 2019 12 % Notes at any time, but in any event must pay at least one year of interest. We issued an aggregate of $ 1,506,000 under the 2019 12 % Notes and warrants to purchase an aggregate of 1,506,000 shares of common stock. We received $ 400,000 in cash and $ 1,106,000 from modifying the outstanding principal under previous notes. The relative fair value of the 2019 12 % Warrants was recorded as a debt discount and additional paid-in capital of $ 93,500 . For the years ended December 31, 2021 and 2020, amortization of debt discount includes nil and $ 12,635 . The 2019 12 % Notes are otherwise treated as conventional debt. In February 2020, we issued $ 1,506,000 aggregate principal amount of 15 % Notes to the holders of the outstanding 12 % Notes in exchange for the cancellation of the outstanding 12 % Notes. The exchange was treated as an extinguishment of debt. For purposes of determining the loss on extinguishment of debt and the debt discount, the underlying assumptions used in the Black-Scholes model to determine the fair value of the 2019 12 % Warrants were: ​ ​ ​ ​ ​ ​ Current stock price $ 0.82 - 0.92 ​ Exercise price ​ $ 1.30 ​ Risk-free interest rate ​ 1.63 - 1.68 % Expected dividend yield ​ — ​ Expected term (in years) ​ 1.10 ​ Expected volatility ​ 124 % ​ ​ ​ 65 Table of Contents ​ ​ ​ NOTE 14. WARRANT DERIVATIVE LIABILITY On May 31, 2019, we received gross proceeds of $ 3 million by issuing three million shares of our common stock and three million warrants (“2019 Warrants”) to purchase shares of our common stock (“2019 Units”) in a registered direct offering for $ 1.00 per 2019 Unit (collectively defined as the “2019 Capital Raise”). The 2019 Warrants, issued with the 2019 Capital Raise, are accounted for as a derivative liability. The 2019 Warrant agreements contain a cash settlement provision whereby the holders could settle the warrants for cash based on the Black-Scholes value, upon certain fundamental transactions, as defined in the 2019 Warrant agreement, that are considered outside of the control of management, such as a change of control. The original exercise price of the 2019 Warrants was $ 1.30 per share. The 2019 Warrants contain certain anti-dilution adjustment provisions with respect to subsequent issuances of securities by the Company at a price below the exercise price of such warrants. As a result of such subsequent issuances of securities by the Company through 2020, at a price lower than the original exercise price, the exercise price of the 2019 Warrants had decreased to $ 0.40 per share and the number of shares subject to the 2019 Warrants increased to 9,591,614 shares of common stock as of December 31, 2020. In February 2020, one of the warrant holders exercised 200,000 warrants. We received $ 90,000 in cash for the exercise and booked an adjustment to the derivative liability of $ 82,241 as a result of the transaction. During the year ended December 31, 2020 the warrant holders exercised 7,945,807 warrants into 2,443,641 shares of our common stock through cashless exercise. We booked an adjustment to the derivative liability of $ 3,241,188 as a result. During the first quarter of 2021 the warrant holders exercised 1,323,000 warrants into 747,208 shares of our common stock through cashless exercise. We booked an adjustment to the derivative liability of $ 1,523,117 as a result. During the year ended December 31, 2021 and 2020, we recognized a $ 990,066 loss on the fair value of derivative liability and a $ 735,796 gain on the fair value of derivative liability, respectively, in the consolidated statements of operations. As of December 31, 2021, there were 322,807 of the 2019 Warrants outstanding. The following are the key assumptions that were used to determine the fair value of the 2019 Warrants: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2020 ​ 2021 Number of shares underlying the warrants ​ ​ 1,645,807 ​ ​ 322,807 ​ Fair market value of stock ​ ​ $ 0.48 ​ $ 0.22 ​ Exercise price ​ ​ $ 0.40 ​ $ 0.40 ​ Volatility ​ ​ ​ 108 % 94 % Risk-free interest rate ​ ​ ​ 0.36 % 1.26 % Warrant life (years) ​ ​ ​ 3.41 ​ 2.41 ​ ​ The following table sets forth a summary of the changes in the fair value of the warrant derivative liability, our Level 3 financial liabilities that are measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2020 Beginning balance ​ $ 561,368 ​ $ 4,620,593 Warrant exercise ​ ​ ( 1,523,117 ) ​ ​ ( 3,323,429 ) Change in fair value of warrants derivative liability ​ ​ 990,066 ​ ​ ( 735,796 ) Ending balance ​ $ 28,317 ​ $ 561,368 ​ ​ 66 Table of Contents NOTE 15. COMMITMENTS AND CONTINGENCIES Legal In July 2021, the Company was served with a Complaint in the District Court, County of Denver, Colorado, by plaintiff 2353 SB, LLC (“Plaintiff”). Plaintiff and the Company entered into a lease for the premises at 2353 South Broadway, Denver, CO with a term of three (3) years to commence on November 1, 2020. Monthly lease payments were to be $ 12,866.66 . In 2020, the Company made initial payments (first month’s rent and security deposit) of $ 39,633.32 ; but subsequently did not take possession of the premises and has made no further payments in respect thereof, as a direct result of the COVID-19 pandemic. The lease contains a ‘force majeure’ clause which includes a provision that neither party is liable for failure to perform its obligations under the lease which have become practicably impossible because of circumstances beyond the reasonable control of the applicable party, including ‘pandemics or outbreak of communicable disease.’ The Company has taken the position that its failure to take possession and make any further payments under the lease is directly related to the COVID-19 pandemic. The Company intends to vigorously defend this action and believes that the above-referenced force majeure clause presents a complete defense to Plaintiff’s claims. Both parties have filed motions for summary judgment, and the parties are currently awaiting the decision of the court in respect thereof. In June 2020, Michael Feinsod resigned as our Executive Chairman, claiming that his resignation was for "Good Reason" under the terms of his employment agreement. If it is ultimately determined that his resignation was, in fact, for "Good Reason", rather than a voluntary act absent "Good Reason", it could enable certain potential claims for benefits under his employment agreement, including potential claims for severance, for the vesting of his unvested options and/or for the extension of the term within which he can exercise his options in the future. We do not believe that Mr. Feinsod's resignation was for "Good Reason." Accordingly, we believe that Mr. Feinsod's resignation was voluntary, and that any such potential claims, if asserted, would be without substantial merit. Although the outcome of legal proceedings is subject to uncertainty, the Company will vigorously defend any future claims made by Mr. Feinsod alleging a "Good Reason" resignation. From time to time, the Company is a party to various litigation matters incidental to the conduct of its business. The Company is not presently a party to any legal proceedings that would have a material adverse effect on its business, operating results, financial condition, or cash flows. NOTE 16. DEFERRED TAXES The income tax was $ 0 as of December 31, 2021 and 2020. Significant components of the Company’s deferred tax assets at December 31, 2021 and 2020 are shown below. A valuation allowance has been established as realization of such deferred tax assets has not met the more likely-than-not threshold requirement. The Company has determined it is not more likely than not that its deferred tax assets will be recovered. If the Company’s judgment changes and it is determined that the Company will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction to income tax expense. ​ As of December 31, 2021 and 2020, the Company had federal and state net operating loss carryforwards of approximately $ 36 million and $ 41 million, respectively. Of the current net operating loss carryforwards, $ 27 million expire starting in 2033 through 2037 and $ 7 million will expire starting in 2041, and $ 43 million do not expire. The Company is currently evaluating whether there have been one or more ownership changes pursuant to IRC Sections 382 and 383. If the Company determines there were one or more ownership changes under these rules, the use of its U.S. federal and state net operating loss carryforwards may be limited and/or otherwise expire unused. The Company believes that any limitation as a result of IRC Section 382 and 383 would be immaterial to the financial statements due to the full valuation allowance on its deferred tax assets. ​ 67 Table of Contents The components of net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Net operating loss carryforwards ​ $ 9,113,554 ​ $ 8,438,428 Equity-based instruments ​ 1,991,225 ​ 2,883,318 Long-lived assets and other ​ 192,201 ​ 203,274 Capital loss carryforward ​ 93,218 ​ 119,915 Deferred tax asset valuation allowance ​ ( 11,390,198 ) ​ ( 11,644,935 ) ​ ​ $ — ​ $ — ​ A reconciliation of our income tax provision and the amounts computed by applying statutory rates to income before income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 Income tax benefit at statutory rate ​ $ ( 1,862,570 ) ​ $ ( 1,607,608 ) State income tax benefit, net of Federal benefit ​ ( 88,898 ) ​ ( 178,226 ) 280E Disallowance ​ ​ 946,481 ​ ​ 94,178 Equity-based instruments ​ 64,735 ​ 103,372 Fair market value adjustment/loss on extinguishment – derivative liabilities ​ 312,590 ​ ( 154,517 ) Amortization of debt discount ​ 176,128 ​ 412,823 Other ​ 706,270 ​ 47,946 Valuation allowance ​ ( 254,736 ) ​ 1,282,032 ​ ​ $ — ​ $ — ​ ​ NOTE 17. STOCKHOLDERS’ EQUITY 2021 Preferred stock offering On September 10, 2021, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with various accredited investors (the “2021 Investors), pursuant to which we issued and sold Units consisting of Series A Convertible Preferred Stock (“Series A Preferred”) and warrants (the “Preferred Warrants”) to purchase shares of our common stock with a par value of $ 0.001 per share. The total number of Units sold was 1,180 . Each Unit consists of one share of Series A Preferred and 354,000 Preferred Warrants. The purchase price of each Unit was $ 1,000 , for an aggregate amount sold of $ 1,180,000 . Each share of Series A Preferred is convertible into 1,000 shares of common stock upon the consummation of a capital raise of not less than $ 5,000,000 . The Certificate of Designation of the Series A Preferred Stock (“Certificate of Designation”) was filed with the Secretary of the State of Colorado on September 14, 2021. The Certificate of Designations established the new preferred series entitled “Series A Convertible Preferred Stock” with no par value per share, and sets forth the rights, restrictions, preferences, and privileges of the Series A Preferred, summarized as follows: ● Authorized Number of Shares – 5,000 ● Voting Rights – None ● Dividends – 6 % per annum, ‘paid in kind’ in shares of Series A Preferred ● Conversion – Each share of Series A Preferred is mandatorily convertible into 1,000 shares of common stock upon a minimum capital raise of $ 5,000,000 ; sale, merger, or business combination of the Company; or the Company listing on an exchange 68 Table of Contents ● Redemption – No rights of redemption by 2021 Investors, nor mandatory redemption The Preferred Warrants have a five-year term and an exercise price per Preferred Warrant share of $ 1.05 . The warrants contain an anti-dilution provision pursuant to which upon we do a future capital raise at less than $ 1.00 per shares, each Preferred Investor will be granted additional Preferred Warrants on a ‘full-ratchet’ basis. The proceeds received in the sale of the Series A Preferred totaled $ 1,180,000 , for the issuance of 1,180 Series A Preferred, plus 354,000 warrants. The warrants were valued using a Black Scholes model, at $ 117,131 and per the relative fair value allocation, $ 1,073,446 was allocated to the Series A proceeds 2020 Capital Raise On May 29, 2020, we entered into a subscription agreement, as amended with Hershey Strategic Capital, LP and Shore Ventures III, LP with respect to the sale of shares of common stock and warrants to purchase common stock (collectively, the “securities”). The sales of the securities to the Hershey Investor consists of a minimum of $ 2,185,000 of securities and a maximum of $ 3,000,000 of securities, as described further below. The purchase price of the securities at each closing is as follows: (i) the purchase price of each share of common stock is $ 0.3983 per share, and (ii) for each one dollar invested by the Hershey Investor, the Hershey Investor receives a warrant to purchase a number of shares of common stock equal to 75 % of the number of shares of common stock purchased by the Hershey Investor at an exercise price per share equal to $ 0.5565 . The warrants have a term of five years . During the year ended December 31, 2020, we sold $ 3,000,000 of securities to the Hershey Investor, representing 7,532,010 shares of common stock and warrants to purchase 5,649,007 shares of common stock at an exercise price of $ 0.5565 per share. The warrants were recorded as equity and equity issuance costs in the amount of $ 2,173,074 . Notwithstanding the foregoing, the Hershey Subscription Agreement provides that the Hershey Investor’s investment shall not exceed 20 % or more of the common stock (or securities convertible into or exercisable for common stock) or the voting power of the Company on a post-transaction basis. The Hershey Subscription Agreement also provides the Hershey Investor with certain participation rights in future financings of the Company until the one-year anniversary of the second closing. The Hershey Subscription Agreement further provides that the Company shall, during a negotiation period ending October 4, 2020, endeavor to cause the existing holders of the promissory notes of the Company having an outstanding balance in the amount of approximately $ 2,331,000 as of June 1, 2020 that are due on or about January 31, 2021, to extend the maturity date of such notes to a date that is not earlier than January 31, 2022. As of October 4, 2020, $ 600,000 of the $ 2,331,000 outstanding notes have extended the maturity date. If, at the end of the negotiation period per the contract, all the existing notes have not been amended to extend the maturity dates thereof, then the Company shall issue to the Hershey Investor additional warrants to purchase shares of common stock. Any such additional warrants will be for a number of shares of common stock based on the dollar amount of the outstanding balance of the existing notes that were not extended, with each one dollar of existing notes that were not extended representing one share subject to such additional warrant. The exercise price of any such additional warrants will be equal to 100 % of the 30-day volume weighted average price of the Company’s common stock on the last day of the negotiation period, provided that such exercise price shall not be lower than $ 0.45 per share nor higher than $ 0.56 per share. The Hershey Investor extended the negotiation period to December 11, 2020. As of December 11, 2020, no existing holders had extended their promissory notes, therefore, we issued the Hershey Investor additional warrants in accordance with the agreement. On December 14, 2020 we issued an additional 1,631,000 warrants to purchase common stock at an exercise price of $ 0.4917 to the Hershey Investor. These warrants expire on December 11, 2025. The warrants were recorded as a deemed dividend in the amount of $ 732,494 . 69 Table of Contents Stock-based compensation Stock-based compensation expense consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 Employee Awards ​ $ 307,963 ​ $ 1,411,442 Consulting Awards ​ — ​ 92,947 ​ ​ $ 307,963 ​ $ 1,504,389 ​ Employee Stock Options In November 2020, the Board authorized the adoption of and, on November 23, 2020, our stockholders ratified our 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan became effective immediately and will expire on November 23, 2030, unless terminated earlier by the Board of Directors. The 2020 Plan will permit the Board of Directors, or a committee or subcommittee thereof, to grant to eligible employees, non-employee directors, and consultants of the Company and its subsidiaries non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. Subject to adjustment, the maximum number of shares of our common stock to be authorized for issuance under the 2020 Plan is 10 million shares. As of the date of this filing a Registration Statement on Form S-8 has not been filed. As of December 31, 2021, there was 9,100,000 shares available to issue under the 2020 Plan. On October 29, 2014, the Board authorized the adoption of and, on June 26, 2015, our stockholders ratified our 2014 Equity Incentive Plan for the issuance of 10 million shares of our common stock and, in April 2018, stockholders approved an increase of 5 million shares of common stock that may be granted (the “Incentive Plan”). The Incentive Plan provides for the issuance of up to 15 million shares of our common stock and is designed to provide an additional incentive to executives, employees, directors, and key consultants, aligning our long-term interests with participants. A Registration Statement on Form S-8 for the initial 10 million shares automatically became effective in May 2016, and a Registration Statement on Form S-8 for the additional 5 million shares and 900,000 shares under the Feinsod Agreement automatically became effective in June 2018 (collectively, the “Registration Statements”). The Registration Statements relate to 15,000,000 shares of our common stock, which are issuable pursuant to or, upon exercise of, options that have been granted or may be granted under our Incentive Plan. As of December 31, 2021, there were 6,600,271 shares available to issue under the Incentive Plan. Stock-based compensation costs for award grants to employees and directors (“Employee Awards”) are recognized on a straight-line basis over the service period for the entire award, with the amount of compensation cost recognized at any date equaling at least the portion of the award that is vested. The following summarizes the Black-Scholes assumptions used to value the Employee Awards granted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 Exercise price ​ $ 0.22 - 0.95 ​ $ 0.31 - 0.67 ​ Stock price on date of grant ​ $ 0.22 - 0.95 ​ $ 0.27 - 0.67 ​ Volatility ​ 100 - 111 % 111 - 114 % Risk-free interest rate ​ 0.29 - 0.97 % 0.16 - 1.53 % Expected life (years) ​ 3.0 ​ 3.0 ​ Dividend yield ​ — ​ — ​ ​ On September 3, 2021 we modified two employees stock options in conjunction with revised employment agreements. As a result of the modification, we recognized $ 21,525 in compensation expense for the year ended December 31, 2021. 70 Table of Contents During the year ended December 31, 2021 we granted options to purchase 1,158,000 common shares to employees and directors. The options expire five years from the date of grant and vest over a period of one year . Fair value of the awards at the date of grants totaled $ 628,496 . ​ The following summarizes Employee Awards activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ ​ ​ ​ ​ Number of ​ Exercise Price ​ Contractual ​ Aggregate ​ Shares per Share Term (in years) Intrinsic Value Outstanding as of December 31, 2020 ​ 7,266,420 ​ $ 1.03 ​ 5.5 ​ $ 167,000 Granted ​ 1,158,000 ​ ​ 0.82 ​ ​ ​ Exercised ( 394,670 ) ​ 0.52 ​ Forfeited or expired ( 3,126,205 ) ​ 1.04 ​ Outstanding as of December 31, 2021 4,903,545 $ 1.11 5.3 ​ $ 22,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable as of December 31, 2021 3,893,665 ​ $ 1.21 5.6 ​ $ 4,000 ​ As of December 31, 2021, there was approximately $ 132,816 of total unrecognized compensation expense related to unvested Employee Awards, which is expected to be recognized over a weighted-average period of two months . Consulting Services As needed, we may issue warrants and options to third parties in exchange for consulting services. Stock-based compensation costs for award grants to third parties for consulting services (“Consulting Awards”) are recognized on a straight-line basis over the contractual term. The fair value of each warrant grant is estimated using Black-Scholes. We use historical data to estimate the expected price volatility. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of valuation for the estimated life of the option. The following summarizes the Black-Scholes assumptions to value the Consulting Awards granted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2021 2020 Exercise price ​ $ — ​ $ 0.61 ​ Stock price, date of valuation ​ $ — ​ $ 0.61 ​ Volatility ​ — % 101 % Risk-free interest rate ​ — % 1.47 % Expected life (years) ​ — ​ 1.0 ​ Dividend yield ​ — ​ — ​ ​ The following summarizes Consulting Awards activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ Weighted- ​ average ​ ​ ​ ​ ​ ​ ​ average ​ Remaining ​ ​ ​ ​ ​ Number of ​ Exercise Price ​ Contractual ​ Aggregate ​ Shares per Share Term (in years) Intrinsic Value Outstanding as of December 31, 2020 100,000 $ 1.22 2.3 ​ ​ Granted — ​ ​ Exercised — ​ ​ Forfeited or expired ( 40,000 ) 0.61 ​ Outstanding and exercisable as of December 31, 2021 ​ 60,000 $ 1.55 2.3 ​ $ — ​ 71 Table of Contents Feinsod Employment Agreement On August 6, 2019, we entered into an agreement (the “Feinsod Agreement”) with Michael Feinsod for his permanent service as our Chief Executive Officer. Pursuant to the agreement, Mr. Feinsod received 1,000,000 stock options that vest when our stock price has a trading price of equal to or above $ 4.51 per share for five consecutive days. The options have an exercise price of $ 0.83 per share and a ten-year life. These options were issued under the Incentive Plan. The options were valued using the Monte Carlo method. For the year ended December 31, 2021 and 2020, we recognized approximately nil and $ 57,342 , respectively, of stock-based compensation expense related to these options. These options were forfeited in July 2020, with Mr. Feinsod’s resignation. Warrants with Debt The following summarizes warrants issued with debt activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ Weighted- ​ average ​ ​ ​ ​ ​ ​ ​ average ​ Remaining ​ ​ ​ ​ ​ Number of ​ Exercise Price ​ Contractual ​ Aggregate ​ ​ Shares ​ per Share ​ Term (in years) ​ Intrinsic Value Outstanding as of December 31, 2019 8,473,214 ​ $ 0.64 ​ Granted 7,143,011 ​ 0.42 ​ Exercised ( 1,131,000 ) ​ 0.40 ​ Expired ( 7,064,214 ) ​ 0.63 ​ Outstanding as of December 31, 2020 7,421,011 ​ 0.46 2.0 $ 478,925 Granted 1,868,518 ​ 0.56 ​ Exercised — ​ — ​ Expired ( 1,204,000 ) ​ 0.65 ​ Outstanding and exercisable as of December 31, 2021 ​ 8,085,529 ​ $ 0.58 2.8 ​ $ — ​ In May 2020, we issued common stock at a price $ 0.3983 . These triggered the “downround” feature on the 2019 Units and the 15 % Notes. The difference in fair value of the effect of the down round feature for the 15 % Warrants is reflected in our consolidated financial statements as a deemed dividend and as a reduction to income available to common stockholders in the basic earnings per share calculation. The difference in the fair value of the effect of the down round feature for the 2019 Warrants are reflected in the gain/loss on derivative instrument in our consolidated statement of operations. ​ NOTE 18. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position. Accordingly, the number of weighted average shares outstanding for basic and fully diluted net loss per share are the same. 72 Table of Contents The following summarizes equity instruments that may, in the future, have a dilutive effect on earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Stock options 4,963,545 7,366,420 Warrants 16,117,343 16,531,825 Accrued stock payable 1,769,537 359,415 Convertible notes ​ 5,785,450 ​ 2,261,538 Preferred stock ​ 1,180,000 ​ — ​ 29,815,875 26,519,198 ​ ​ ​ NOTE 19. RELATED PARTY TRANSACTIONS ​ On June 3, 2020, the Company entered into a consulting agreement with Adam Hershey, a board member and investor, pursuant to which he would act as a strategic consultant for the Company, including aiding with the sourcing and evaluation of merger and acquisition deals, strategic capital and strategic partnerships or joint ventures. Mr. Hershey is paid an initial monthly rate of $ 8,333 for the services, subject to certain adjustments. We paid $ 99.996 and $ 58,333 during the years ended December 31, 2021 and 2020, respectively. In addition, the Hershey Subscription Agreement between the Company and Hershey Strategic Capital, LP and Shore Ventures III, LP provides that the Company will during a negotiation period endeavor to cause the existing holders of the promissory notes of the Company having an outstanding balance in the amount of approximately $ 2,331,000 as of June 1, 2020 that are due on or about January 31, 2021, to extend the maturity date of such notes to a date that is not earlier than January 31, 2022. All of the existing notes were not amended to extend the maturity dates thereof, resulting in the Company issuing to the Hershey Investor 1,631,000 additional warrants to purchase shares of common stock. See Note 17, “2020 Capital Raise”. We currently have a lease agreement with Dalton Adventures, LLC in which we rent 17,000 square foot of greenhouse space in Boulder, Colorado for $ 34,636 a month, of which $ 30,900 is base rent and $ 3,736 is property taxes. The owner of Dalton Adventures, LLC is a principal shareholder and board member of the Company. We incurred approximately $ 458,000 and $ 286,000 of rent expense for the years ended December 31, 2021 and 2020, respectively. We currently have a lease agreement with Bellewood Holdings, LLC in which we rent retail space for the TREES Englewood retail store in Englewood, Colorado, for $ 10,000 per month. The owner of Bellewood Holdings, LLC is a principal shareholder and board member of the Company. We incurred approximately $ 47,482 of rent expense for the year ended December 31, 2021. On December 23, 2020, four of our current board members purchased senior convertible promissory notes from the Company for an aggregate amount of $ 320,000 . A board member who resigned in May 2021 purchased $ 30,000 of the senior convertible promissory notes from the Company. These notes are included in the 10 % Notes discussed in Note 13. Accrued interest earned and owed to the board members was $ 33,435 as of December 31, 2021. ​ NOTE 20. SEGMENT INFORMATION Our operations are organized into three segments: Operations; Cultivation; and Investments. All revenue originates, and all assets are located in the United States. Segment information is presented in accordance with ASC 280, Segments Reporting. This standard is based on a management approach that requires segmentation based upon the Company’s internal organization and disclosure of revenue and certain expenses based upon internal accounting methods. The Company’s financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with GAAP. The following information is presented net of discontinued operations. For more information see Note 3. 73 Table of Contents Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 Retail Cultivation Eliminations ​ Total Revenues ​ $ 3,515,761 ​ $ 2,722,059 ​ $ ( 325,093 ) ​ $ 5,912,727 Costs and expenses ​ ​ ( 3,112,595 ) ​ ​ ( 6,273,162 ) ​ ​ 325,093 ​ ​ ( 9,060,664 ) Segment operating income ​ $ 403,166 ​ $ ( 3,551,103 ) ​ $ — ​ ​ ( 3,147,937 ) Corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 5,279,214 ) Net loss from continuing operations before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 8,427,151 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 Cultivation ​ Eliminations Total Revenues ​ $ 2,279,867 ​ $ — ​ $ 2,279,867 Costs and expenses ​ ​ ( 1,865,399 ) ​ ​ 61,526 ​ ​ ( 1,803,873 ) Segment operating income ​ $ 414,468 ​ $ 61,526 ​ ​ 475,994 Corporate expenses ​ ​ ​ ​ ​ ​ ( 7,903,679 ) Net loss from continuing operations before income taxes ​ ​ ​ ​ ​ ​ $ ( 7,427,685 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Total assets 2021 2020 Retail ​ $ 16,831,580 ​ $ — Cultivation ​ ​ 3,483,269 ​ ​ 6,208,222 Corporate ​ 1,709,496 ​ 1,567,021 Discontinued operations ​ ​ — ​ ​ 755,707 Total assets - segments ​ ​ 22,024,345 ​ ​ 8,530,950 Intercompany eliminations ​ ​ — ​ ​ ( 12,183 ) Total assets - consolidated ​ $ 22,024,345 ​ $ 8,518,767 ​ ​ NOTE 21. SUBSEQUENT EVENTS ​ On January 5, 2022, the Company completed the acquisition of substantially all the assets of Trees MLK Inc. (“MLK”), representing the remaining Oregon dispensary in connection with the overall Trees transaction (“MLK Closing”). The cash paid by the Company in connection with the MLK Closing consisted of $ 256,582 and stock consideration of 4,970,654 shares of the Company’s Common Stock. Further, cash equal to $ 384,873 will be paid to Sellers in equal monthly installments over a period of 24 months from the MLK Closing. ​ ​ ​ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.