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Notes Payable and Convertible Notes
6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
Notes Payable and Convertible Notes

7.

NOTES PAYABLE AND CONVERTIBLE NOTES

The Company’s notes payable and convertible notes are as follows:

 

 

 

Gotham Green

Partners, LLC

 

 

LI Lending,

LLC

 

 

May 2020

Convertible Notes

 

 

May 2020 Convertible Notes (Swap)

 

 

Other Loans

 

 

Total

 

Balance, December 31, 2019

 

$

35,607

 

 

$

44,289

 

 

$

 

 

$

 

 

$

8,093

 

 

$

87,989

 

Loans advanced, net

 

 

2,810

 

 

 

 

 

 

5,827

 

 

 

 

 

 

509

 

 

 

9,146

 

Equity exchanged

 

 

 

 

 

 

 

 

 

 

 

13,661

 

 

 

 

 

 

13,661

 

Equity component

 

 

(692

)

 

 

 

 

 

(3,982

)

 

 

 

 

 

(1,168

)

 

 

(5,842

)

Accretion income

 

 

(643

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(643

)

Loan payments

 

 

(39,855

)

 

 

(6,840

)

 

 

 

 

 

 

 

 

(685

)

 

 

(47,380

)

Gain on extinguishment of debt

 

 

(1,218

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,218

)

Converted to equity

 

 

 

 

 

 

 

 

(145

)

 

 

(1,794

)

 

 

 

 

 

(1,939

)

Accrued interest

 

 

3,991

 

 

 

7,913

 

 

 

1,155

 

 

 

 

 

 

182

 

 

 

13,241

 

Balance, December 31, 2020

 

$

 

 

$

45,362

 

 

$

2,855

 

 

$

11,867

 

 

$

6,931

 

 

$

67,015

 

Loans advanced, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

930

 

 

 

930

 

Equity component

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan payments

 

 

 

 

 

(2,317

)

 

 

 

 

 

 

 

 

(357

)

 

 

(2,674

)

Converted to equity

 

 

 

 

 

 

 

 

(5,852

)

 

 

(11,867

)

 

 

 

 

 

(17,719

)

Accrued interest

 

 

 

 

 

3,798

 

 

 

2,997

 

 

 

 

 

 

854

 

 

 

7,649

 

Balance, June 30, 2021

 

$

 

 

$

46,843

 

 

$

 

 

$

 

 

$

8,358

 

 

$

55,201

 

 

 

 

Gotham Green

Partners, LLC

 

 

LI Lending,

LLC

 

 

May 2020

Convertible Notes

 

 

May 2020 Convertible Notes (Swap)

 

 

Other Loans

 

 

Total

 

Balance, December 31, 2020

 

$

 

 

$

45,362

 

 

$

2,855

 

 

$

11,867

 

 

$

6,931

 

 

$

67,015

 

Less current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,024

)

 

 

(5,024

)

Long term portion

 

 

 

 

 

45,362

 

 

 

2,855

 

 

 

11,867

 

 

 

1,907

 

 

 

61,991

 

Balance, June 30, 2021

 

$

 

 

$

46,843

 

 

$

 

 

$

 

 

$

8,358

 

 

$

55,201

 

Less current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,539

)

 

 

(6,539

)

Long term portion

 

$

 

 

$

46,843

 

 

$

 

 

$

 

 

$

1,819

 

 

$

48,662

 

Convertible Notes

On May 14, 2020, the Company issued $5,827 in convertible notes to existing investors in the Company (“May 2020 Convertible Notes”). The notes pay interest of 5% per annum and have a maturity date of Feb 28, 2022. The notes can be converted into Class A Subordinate Voting Shares of the Company for $0.25 per share at any time at the option of the holder. The Company can require mandatory conversion at any time that the Company’s stock price remains above $0.50 for 45 consecutive days. During the first quarter 2021, the Company exercised the mandatory conversion feature and converted the May 2020 Convertible Note balance to subordinate voting shares.

As part of issuing the convertible notes, the investors were given the right to exchange stock in the Company into separate convertible notes (swap notes) (“May 2020 Convertible Notes (Swap)”). In total 29,448,468 shares with a value of $13,661 were exchanged for $13,661 in convertible notes. These notes were effective May 28, 2020, have a maturity date of May 28, 2025, and can be converted into Class A Subordinate Voting Shares of the Company for $0.46 per share at any time at the option of the holder. The notes pay no interest if the Company’s annual revenue is greater than $15,000, and 3% annually otherwise.   The Company can require mandatory

conversion at any time that the Company’s stock price remains above $0.92 for 45 consecutive days. During April 2021, the Company exercised the mandatory conversion feature and converted the May 2020 Convertible Note (Swap) balance to subordinate voting shares.

Gotham Green Partners LLC

Through the RTO, the Company assumed senior secured convertible   notes issued to Gotham Green Partners LLC (“GGP”). The convertible loan has a fair value on acquisition of $39,881 which was determined as the present value of the loan and the fair value of the conversion feature. The fair value of the conversion feature was determined to be $4,874 based on the acquisition date intrinsic value of the option. Upon acquisition, the Company reclassified the fair value of the conversion feature to equity. The Company used an independent valuation company to value the notes using a 10.25% discount rate, which management determined was the rate for similar notes with no conversion feature or warrants. The notes were repaid in full in December 2020.

On January 29, 2020, the Company issued convertible secured promissory notes for a total of $3,000 to entities associated with GGP. These notes were due on July 29, 2020 and accrued interest at 15% per annum with no payments due until the maturity date.  The notes were convertible at the option of the holder into the Company’s stock for the equivalent of $0.64675 per share.  The notes were issued with detachable stock warrants that gave the holders of the notes the option to purchase 2,230,080 shares of the Company’s stock for $0.672625 per share. The notes were repaid in full in May 2020.

LI Lending LLC

On May 10, 2019, the Company entered into a loan agreement with LI Lending LLC, a related party, for $50,000.  LI Lending LLC is related because an officer of the Company serves as a principal of LI Lending LLC.  As of June 30, 2021, the Company had drawn $45,000 on the loan in two amounts, an initial $35,000 and a final $10,000, both bearing a 10.25% interest rate, with initial transaction costs of $806.

In April 2020, the loan was amended. In exchange for consent to allow the sale of the Pennsylvania and Maryland assets and the release of related collateral, the Company agreed to make prepayments of principal to LI Lending in the amount of $250 per month for an eight-month period beginning on May 1, 2020. The $2,000 prepayment was applied to the initial $35,000 principal amount decreasing the balance to $33,000. Additionally, the Company agreed to pay an increased interest rate of 12.25% on the final $10,000 of the loan until such time as this amount has been paid down with the remaining $33,000 amount continuing to be subject to the original 10.25% interest rate.

In December 2020, the loan was amended to allow for the release of collateral for the sale lease back transactions described in Note 6 above, which were entered into with Innovative Industrial Properties, Inc. (“IIPR”). The amendment increased both interest rates by 2.5% on the loan amounts but allowed the payments resulting from the incremental interest to be deferred until January 1, 2022. The Company elected to defer payment, and the additional 2.5% interest is accrued each month and added to the balance of the loan. The Company is still required to make interest-only payments monthly of 10.25% on the initial $33,000 and 12.25% on the final $10,000 of the loan until January 1, 2022 when the interest rates of 12.75% for the initial $33,000 and 14.75% for the final $10,000 will take effect for the remaining term.

The loan matures on May 10, 2024. An exit fee of 20% of the principal balance will be due as principal is repaid. Monthly interest-only payments are required, and the Company has paid all interest due as of June 30, 2021.

Other

Outstanding as of June 30, 2021 were other payables totaling $8,358 which include notes issued as part of the acquisition of Healthy Pharms Inc. and Arkansas entities as follows:

 

Subsidiary

 

Terms

 

June 30,

2021

 

 

December 31,

2020

 

Healthy Pharms Inc.

 

Unsecured convertible note at $0.50 per share, due November 18, 2021 at 12% per annum

 

$

2,420

 

 

$

1,652

 

Healthy Pharms Inc.

 

Unsecured promissory note, due November 18, 2021 at 12% per annum

 

 

2,905

 

 

 

2,823

 

Om of Medicine, LLC

 

Membership interest purchase agreement contingent payment due December 1, 2021 at 10% per annum

 

 

485

 

 

 

 

Arkansas Entities

 

Unsecured promissory note, monthly interest payments at 14% per annum

 

 

1,730

 

 

 

1,730

 

Equipment Loans

 

Secured by equipment, monthly payments beginning in 2021 at 15% per annum

 

 

645

 

 

 

512

 

Other

 

Various

 

 

173

 

 

 

214

 

Total Notes Payable and Convertible Notes

$

8,358

 

 

$

6,931

 

Future minimum payments on the notes payable and convertible debt are as follows:

 

 

 

 

 

June 30, 2021

 

2021

 

 

$

5,498

 

 

2022

 

 

 

1,730

 

 

2023

 

 

 

 

 

2024

 

 

 

53,180

 

 

2025

 

 

 

 

Thereafter

 

 

 

 

Total minimum payments

 

 

 

60,408

 

Effect of discounting

 

 

 

(5,207

)

Present value of minimum payments

 

 

 

55,201

 

Current portion

 

 

 

(6,539

)

Long-term portion

 

 

$

48,662