Arcadia Wellness Acquisition (Tables)

6 Months Ended

Jun. 30, 2021

Schedule of Preliminary Allocation of the Purchase Price of ISI Assets Acquired Based on Fair Values

The following table presents the allocation of the purchase price of ISI assets acquired, based on their fair values, which was assessed during the year ended December 31, 2020.

	Purchase Price Allocation
Inventory	$	511
Intangible assets, net		400
Goodwill		408
Deferred tax liability		(107	)
Total consideration allocated	$	1,212

The Company performed a preliminary allocation of purchase price as of the acquisition date based on management's estimates of fair value. The Company believes its estimates and assumptions are reasonable; however, the initial estimated purchase price

allocation is subject to change as the Company finalizes its determination relating to the valuation of the assets acquired, finalization of key assumptions, approaches and judgments with respect to intangible assets acquired. Accordingly, future adjustments may impact the initial estimated amount of goodwill and other allocated amounts represented in the table below. The final determination of the fair value of the assets acquired will be completed as soon as the necessary information is available, but no later than one year from the acquisition date.

The following table presents the preliminary allocation of the purchase price of the assets acquired, based on their fair values, which was assessed during the quarter ended June 30, 2021.

	Purchase Price Allocation
Inventory	$	840
Prepaid and other current assets		62
Fixed assets		308
Deposits		82
Customer list		360
Trade names and trademarks		2,900
Formulations		260
Goodwill		1,240
Total consideration allocated	$	6,052

Schedule of Unaudited Pro-forma Condensed Consolidated Results of Operations

The following unaudited pro-forma condensed consolidated results of operations for the three and six months ended June 30, 2021 and 2020, have been prepared as if the acquisition of Arcadia Wellness had occurred on January 1, 2020 and includes adjustments for amortization of intangibles, and the addition to basic and diluted weighted average number of shares outstanding.

	For the three months ended June 30,						For the six months ended June 30,
	2021 (Pro forma)			2020 (Pro forma)			2021 (Pro forma)			2020 (Pro forma)
Total revenues	$	2,203		$	2,237		$	4,516		$	3,862
Net income (loss)		(5,409	)		(9,812	)		(5,193	)		(8,080	)
Net income (loss) attributable to common stockholders	$	(5,248	)	$	(9,607	)	$	(4,655	)	$	(7,773	)

Weighted average shares - Basic and diluted		22,159,103			10,154,717			21,478,810			9,816,665

Net income (loss) per share attributable to common stockholders:
Basic and diluted	$	(0.24	)	$	(0.95	)	$	(0.22	)	$	(0.79	)