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Subsequent Events | 6 Months Ended
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Jun. 30, 2022
Subsequent Events [Abstract] |
Subsequent Events | Note 19 — Subsequent Events Appointment of Stuart Wilcox and Resignation of Thomas Massie as Chief Operating Officer On July 14, 2022, the Company’s Board of Directors appointed Stuart Wilcox, a Board member, as Chief Operating Officer (“COO”), effective as of July 14, 2022. As COO, Mr. Wilcox will step down from the Company’s Board of Directors and succeed Thomas Massie, who resigned from his executive management positions and from the Company’s Board of Directors effective as of July 8, 2022. Mr. Massie’s resignation did not result from any disagreement regarding the Company’s operations, policies or practices. Appointment of Max Holtzman as Independent Board of Director On July 14, 2022, the Board appointed Max Holtzman as a member of the Board. Mr. Holtzman will serve until the Company’s 2023 Annual Meeting of Stockholders and until his successor is elected and qualified or his earlier resignation or removal. Mr. Holtzman was also appointed as the chair of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee and the Mergers and Acquisitions Committee. Appointment of Chris Benyo as Chief Revenue Officer Chris Benyo, who currently serves as the Company’s Senior Vice President and General Manager, has been promoted to the newly created role of Chief Revenue Officer (“CRO”). As CRO, Mr. Benyo will oversee all the Company’s revenue streams and growth efforts. Amendments to Articles of Incorporation On July 11, 2022, the Company filed Articles of Amendment (the “Charter Amendment”) to its Articles of Incorporation with the Secretary of State for the State of Nevada. The Charter Amendment increased the number of authorized shares of the Company’s Common Stock from 50,000,000 to 100,000,000, and correspondingly increased the total authorized shares of stock from 53,000,000 to 103,000,000. The Charter Amendment was approved by the Company’s stockholders at the 2022 Annual Meeting of Stockholders on June 8, 2022 and became effective upon filing. SPA Note Modification Subsequent to the end of the second quarter of 2022, the Company has reached an agreement in principle with its institutional lender to amend its existing SPA Note to modify certain financial covenants which, once complete, should give the Company additional flexibility to operate and meet its long-term strategic goals while also allowing it to responsibly adjust to the many challenges currently facing the cannabis industry. Sinclair Post-Closing Adjustment Settlement Agreement On August 10, 2022, the Company entered into a post-closing adjustment settlement agreement (“Agreement”) with Sinclair. The Agreement was entered into in connection with the Purchase Agreement. According to the Purchase Agreement, $2.5 million is held by the Escrow Agent as the Adjustment Escrow Amount, $4.5 million is held by the Escrow Agent as the Indemnity Escrow Amount and 117,600 Buyer Shares are held by the Company as the Holdback Buyer Shares. In full settlement of the Aggregate True-up Payment, the Company and Sinclair Members, agree to the contingent consideration total of $5.6 million, payable of $3.3 million in cash and 87,039 in Common Stock, all of which will be paid to the Sinclair Members, the Company will receive $1.4 million from the Adjustment Escrow Amount, and the balance of the Adjustment Escrow Amount, which is $1.1 million, will be added to and become part of the Indemnity Escrow Amount.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI https://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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