Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

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Subsequent Events
9 Months Ended
Sep. 30, 2022
Subsequent Events  
Subsequent Events

20.Subsequent Events

Pennsylvania Transaction

On October 24, 2022, the Company and IIP entered into a fourth amendment (the “Fourth Amendment”) to the Purchase and Sale Agreement. The Fourth Amendment extends the investigational period under the Purchase and Sale Agreement to a date that is on or before December 31, 2022. The Fourth Amendment also allows the Company to set the closing date of the Pennsylvania Transaction upon five business days’ notice to IIP, provided the closing date is not extended beyond December 31, 2022.

Amendments to 2019 Senior Notes

On October 24, 2022, the Company’s subsidiaries, JJ LP, Baker, Jupiter and CAC (collectively, the “Subsidiaries”) and certain holders (the “Participating Note Holders”) each entered into the first amendment (collectively, the “First Note Amendments”) to the 2019 Senior Notes. The First Note Amendments extend the maturity date of approximately $9,600 in outstanding principal amount of the 2019 Senior Notes (the “Extended Notes”) from November 1, 2022 to November

14, 2022 (the “New Maturity Date”). The First Note Amendments also amend the interest rate so that the Extended Notes will accrue interest at the prime rate plus 8.5% until the New Maturity Date. The material terms of the 2019 Senior Notes (other than the maturity date and the interest rate of the Extended Notes) were not changed by the First Note Amendments. Corner Health, LLC, one of the Participating Note Holders, is an entity partially owned and managed by Jane Mathieu, a member of the Company’s Board of Directors. Mark Scatterday, one of the Participating Note Holders, is the former Chief Executive Officer of the Company and a current member of the Company’s Board of Directors.

Further, on October 24, 2022, the Subsidiaries and the noteholder representative, on behalf of all holders of the 2019 Senior Notes, entered into the second amendment to the 2019 Senior Notes (the “Second Note Amendment”). The Second Note Amendment clarifies that the Participating Note Holders waive any right to pro rata payment for any payments that may be made on the 2019 Senior Notes on or before November 1, 2022. The remaining balance of the 2019 Senior Notes not included in the Extended Notes of $7,975 was repaid on October 27, 2022.

On November 14, 2022, the Subsidiaries and the noteholder representative representing the Participating Note Holders, entered into the third amendment to the 2019 Senior Notes (the “Third Note Amendment”). The Third Note Amendment extends the maturity date of the Extended Notes from November 14, 2022 to December 31, 2022. The material terms of the 2019 Senior Notes (other than the maturity date) were not changed by the Third Note Amendment. Corner Health, LLC, one of the Participating Note Holders, is an entity partially owned and managed by Jane Mathieu, a member of the Board of Directors of the Company. Mark Scatterday, one of the Participating Note Holders, is the former Chief Executive Officer of the Company and current member of the Company’s Board of Directors.

Warrants Expiration

On November 1, 2022, 45,249,250 warrants issued in conjunction with the 2019 Senior Notes expired and are no longer exercisable.