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Contingencies
6 Months Ended
Jun. 30, 2021
Commitments And Contingencies Disclosure [Abstract]  
Contingencies

12.

CONTINGENCIES

(a)

Cannabis Industry

Cannabis is still considered a Schedule 1 substance under the Controlled Substance Act. As such, there is an inherent risk related to the federal government’s position on cannabis; additionally, the risk exists, due to the Company’s business in cannabis, that third party service providers could suspend or withdraw services and as well as the risk that regulatory bodies could impose certain restrictions on the issuer’s ability to operate in the U.S.; however, the Company has deemed it not reasonable to estimate a potential liability related to the possible enforcement of laws against the medical cannabis industry.

(b)

Contingent consideration payable

As part of the acquisition of Om of Medicine, LLC the Company is subject to contingent consideration payable to the original sellers. The fair value    of the contingent consideration, which is based on specific revenue levels achieved over a two year period, is as follows:

 

 

Om of

Medicine

 

Balance, December 31, 2020

 

$

5,496

 

Additions

 

 

 

Accretion

 

 

228

 

Payments

 

 

(1,201

)

Notes issued

 

 

(485

)

Shares issued

 

 

(722

)

Balance, June 30, 2021

 

$

3,316

 

 

The contingent consideration payable is measured at fair value based on unobservable inputs and is considered a Level 3 financial instrument. The determination of the fair value of these liabilities is primarily driven by the Company’s expectations of the respective subsidiaries achieving certain   milestones. The expected milestones were assigned probabilities and the expected related cash flows were discounted to derive the fair value of the contingent consideration.

OM of Medicine: The contingent consideration payable is determined as the amount in excess   of gross sales of $3,400 (for fiscal 2020 and 2021) to a maximum payable of $6,000.

 

(c)

Legal Matters

From time to time, the Company may be involved in certain disputes arising in the ordinary course of business. Such disputes, taken in the aggregate, are not expected to have a material adverse effect on the Company. Except as disclosed under the heading “Legal Proceedings” below as of June 30, 2021, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers, or affiliates is an adverse party or has a material interest adverse to the Company’s interest.