What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 200 added, 154 removed, 616 unchanged (36% of the section changed)

2 unchanged sentences

(in thousands, except share and per share amounts)

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 6,596 $ 7,282

Accounts receivable, net of allowances of $ 350 and $ 255 at June 30, 2025 and December 31, 2024, respectively

Accounts receivable, net of allowances of $ 225 and $ 255 at September 30, 2025 and December 31, 2024, respectively

Inventory 40,040 33,488

16 unchanged sentences

Accrued expenses and other 9,026 4,435

Deferred revenue 1,654 1,329

Income taxes payable 28,133 21,922

4 unchanged sentences

Operating lease liabilities, net of current portion 6,833 7,549

Finance lease liabilities, net of current portion 2,212 1,926

Condensed Consolidated Balance Sheets (continued)

(in thousands, except share and per share amounts)

September 30,

2025 December 31,

Finance lease liabilities, net of current portion 2,173 1,926

Other liabilities 100 100

3 unchanged sentences

Series B convertible preferred stock, $ 0.001 par value;

4,908,333 shares authorized, issued and outstanding at June 30, 2025 and December 31, 2024

4,908,333 shares authorized, issued and outstanding at September 30, 2025 and December 31, 2024

14,725 14,725

1 unchanged sentence

12,432,432 shares authorized;

zero and 1,155,274 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

zero and 1,155,274 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Total mezzanine equity 14,725 19,000

2 unchanged sentences

32,659,235 shares authorized;

zero shares issued and outstanding at June 30, 2025 and December 31, 2024

zero shares issued and outstanding at September 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value;

700,000,000 shares authorized;

392,007,065 and 381,476,581 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

394,452,517 and 381,476,581 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 179,057 173,366

6 unchanged sentences

(in thousands, except per share amounts)

Three months ended Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

18 unchanged sentences

Net loss ( 2,941 ) ( 990 ) ( 9,815 ) ( 4,166 )

Net (loss) income attributable to noncontrolling interests ( 1 ) 12 31 18

Net income attributable to noncontrolling interests 7 16 38 34

Net loss attributable to common stockholders $ ( 2,948 ) $ ( 1,006 ) $ ( 9,853 ) $ ( 4,200 )

8 unchanged sentences

(in thousands, except share amounts)

Six months ended June 30, 2025

Nine months ended September 30, 2025

Common stock Additional

19 unchanged sentences

Balances at June 30, 2025 392,007,065 392 178,698 ( 120,353 ) ( 1,802 ) 56,935

Six months ended June 30, 2024

Release of shares under stock grants 2,599,549 2 ( 2 ) — — —

Shares of newly vested common stock surrendered to the Company to satisfy tax withholding obligations ( 161,145 ) — ( 22 ) — — ( 22 )

Common stock issued under licensing agreement 7,048 — 1 — — 1

Distributions to non-controlling interests — — — — ( 34 ) ( 34 )

Stock-based compensation — — 382 — — 382

Net (loss) income — — — ( 2,948 ) 7 ( 2,941 )

Balances at September 30, 2025 394,452,517 $ 394 $ 179,057 $ ( 123,301 ) $ ( 1,829 ) $ 54,321

Condensed Consolidated Statements of Stockholders’ Equity (continued)

(in thousands, except share amounts)

Nine months ended September 30, 2024

Common stock Additional

18 unchanged sentences

Balances at June 30, 2024 380,338,790 $ 380 $ 172,842 $ ( 104,175 ) $ ( 1,715 ) $ 67,332

Release of shares under stock grants 719,462 1 ( 1 ) — — —

Shares of newly vested common stock surrendered to the Company to satisfy tax withholding obligations ( 85,071 ) — ( 15 ) — — ( 15 )

Common stock issued under licensing agreement 19,205 — 5 — — 5

Distributions to non-controlling interests — — — — ( 37 ) ( 37 )

Stock-based compensation — — 280 — — 280

Net loss (income) — — — ( 1,006 ) 16 ( 990 )

Balances at September 30, 2024 380,992,386 $ 381 $ 173,111 $ ( 105,181 ) $ ( 1,736 ) $ 66,575

See accompanying notes to the unaudited condensed consolidated financial statements.

1 unchanged sentence

(in thousands)

Six months ended

Nine months ended

September 30,

Cash flows from operating activities:

9 unchanged sentences

Payment-in-kind interest 30 151

Bad debt expense 1,644 ( 15 )

Bad debt expense (income) 1,522 ( 131 )

Obligations settled with common stock 3 7

Loss on disposal of assets 256 36

Loss (gain) on disposal of assets 245 ( 20 )

Loss on changes in fair value of investments — 145

7 unchanged sentences

Accrued expenses and other 2,903 2,786

Deferred revenue 283 240

Income taxes payable 6,211 2,609

6 unchanged sentences

Proceeds from notes receivable 26 13

Return on investment — 44

Proceeds from disposal of assets 45 22

Due from third party — ( 197 )

2 unchanged sentences

(in thousands)

Six months ended

Nine months ended

September 30,

Cash flows from financing activities:

19 unchanged sentences

Entry into new finance leases $ 1,264 $ 2,816

Write-off of finance leases $ ( 1,112 )

Conversion of preferred stock to common stock $ 4,275 $ 15

13 unchanged sentences

Securities and Exchange Commission (“SEC”) on March 6, 2025.

Certain reclassifications, not affecting previously reported net income or cash flows, have been made to the previously issued financial statements to conform to the current period presentation.

Certain reclassifications have been made to the previously issued financial statements to conform to the current period presentation.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements in the Annual Report.

There were no material changes to the Company's significant accounting policies during the six-month period ended June 30, 2025.

There were no material changes to the Company's significant accounting policies during the nine-month period ended September 30, 2025.

Principles of Consolidation

13 unchanged sentences

The fair values of these investments approximate their carrying values.

The Company had $ 0.2 million and $ 0.3 million of cash held in escrow at June 30, 2025 and December 31, 2024, respectively.

The Company had $ 0.3 million of cash held in escrow at each of September 30, 2025 and December 31, 2024, respectively.

Fair Value of Financial Instruments

9 unchanged sentences

Bad Debt Expense

The Company recorded $ 0.2 million and $ 1.6 million of bad debt expense in the three and six months ended June 30, 2025, respectively.

The six-month amount included $ 1.5 million of expense to fully reserve amounts due from two credit card service providers (the "Service Provider Receivables") and $ 0.1 million of expense to reserve for certain trade receivable accounts.

Of the $ 1.5 million of Service Provider Receivables, $ 1.3 million and the related reserve were included as components of Other assets and $ 0.2 million and the related reserve were included as components of Accounts Receivable in the condensed consolidated balance sheet at June 30, 2025.

The Company recorded $ 0.1 million of credits to bad debt expense and $ 1.5 million of bad debt expense in the three and nine months ended September 30, 2025, respectively.

The nine-month amount included $ 1.5 million of expense to fully reserve amounts due from two credit card service providers (the "Service Provider Receivables").

At December 31, 2024, the Service Provider Receivables were included as components of Cash.

The Company recorded a nominal credit to bad debt expense in each of the three and six months ended June 30, 2024.

The Company recorded $ 0.1 million of credits to bad debt expense in each of the three and nine months ended September 30, 2024.

Recent Accounting Pronouncements

3 unchanged sentences

First State Compassion Center

On July 1, 2023 (the "Omnibus Agreement Date"), the Company entered into an Omnibus Agreement (the "Omnibus

Agreement") with First State Compassion Center ("FSC"):

(a) consolidating all amounts owed by FSC to the Company and its affiliated entities as described below, aggregating $ 11.0 million;

On July 1, 2023 (the "Omnibus Agreement Date"), the Company entered into an Omnibus Agreement (the "Omnibus Agreement") with First State Compassion Center ("FSC"):

(a) consolidating all amounts owed by FSC to the Company and

its affiliated entities as described below, aggregating $ 11.0 million;

(b) providing for the automatic conversion of all amounts owed by FSC to the Company, upon the approval of adult cannabis use in Delaware, into 100 % ownership of FSC's licenses and business;

6 unchanged sentences

This amount was included as a component of Other assets in the condensed consolidated balance sheet at December 31, 2024.

The Company's condensed consolidated statement of operations for the three and six months ended June 30, 2025 included $ 2.3 million and $ 3.1 million, respectively, of revenue and $ 1.4 million and $ 1.6 million of net loss attributable to FSC for the periods since the FSC Acquisition Date.

The Company's condensed consolidated statement of operations for the three and nine months ended September 30, 2025 included revenue of $ 3.9 million and $ 7.1 million, respectively, and $ 2.4 million and $ 0.8 million of net income, respectively, attributable to FSC for the periods since the FSC Acquisition Date.

The FSC Acquisition has been accounted for as a business combination.

During the three months ended June 30, 2025, the Company recorded adjustments to the amounts allocated to certain acquired assets, assumed liabilities and goodwill to reflect updated information received in the period.

These adjustments included nominal amounts recorded to other current assets and other assets acquired and other current liabilities assumed, and a reduction of $ 0.5 million to property and equipment.

These adjustments were offset by a $ 0.6 million increase to goodwill.

A summary of the preliminary allocation of the FSC Consideration to the acquired and identifiable intangible assets as of June 30, 2025 is as follows (in thousands):

During the three months ended September 30, 2025, the Company recorded reductions of $ 0.2 million to current assets, net of cash acquired, $ 0.6 million to the tradenames and trademarks intangible asset and $ 1.4 million to the customer base intangible asset, and an increase of $ 0.4 million to assumed accrued expenses.

These amounts were offset by an increase of $ 2.6 million to goodwill.

A summary of the preliminary allocation of the FSC Consideration to the acquired and identifiable intangible assets as of September 30, 2025 is as follows (in thousands):

Fair value of consideration transferred:

14 unchanged sentences

Goodwill results from assets not separately identifiable as part of the transaction and is not deductible for tax purposes.

The following unaudited pro forma information presents the condensed combined results of MariMed and FSC for the three and six months ended June 30, 2025 and 2024 as if the FSC Acquisition had been completed on January 1, 2024, with adjustments to give effect to pro forma events that are directly attributable to the FSC Acquisition.

The following unaudited pro forma information presents the condensed combined results of MariMed and FSC for the three and nine months ended September 30, 2025 and 2024 as if the FSC Acquisition had been completed on January 1, 2024, with adjustments to give effect to pro forma events that are directly attributable to the FSC Acquisition.

These pro forma adjustments include amortization of acquired intangibles arising from the FSC Acquisition, the reversal of income recognized by MariMed attributable to FSC as its managed client, and the reversal of expense recorded by FSC in connection with its management agreement with MariMed.

The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of MariMed and FSC.

Accordingly, these unaudited pro forma results are presented for

illustrative purposes and are not intended to represent or be indicative of the actual results that would have been achieved had the FSC Acquisition occurred on January 1, 2024, nor are they intended to represent or be indicative of future results of operations.

These unaudited pro forma results for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands):

Three months ended Six months ended

June 30, June 30,

Accordingly, these unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results that would have been achieved had the FSC Acquisition occurred on January 1, 2024, nor are they intended to represent or be indicative of future results of

These unaudited pro forma results for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

17 unchanged sentences

Pursuant to that agreement, the Company made a payment of $ 175,000 on April 16, 2025, with additional payments aggregating $ 130,000 , $ 300,000 and $ 400,000 , respectively, every thirty days thereafter.

As of June 30, 2025, the Company has made the first and second of these additional payments in accordance with the revised repayment terms.

The Company made the final payment of $ 400,000 in July 2025 and accordingly, the Allgreens Notes were satisfied in full.

3 unchanged sentences

The MedLeaf dispensary had ceased its operations since July 1, 2023.

On April 5, 2024, the Company consummated its acquisition of

100 % of the membership interests in MedLeaf (the "MedLeaf Acquisition Date").

On April 5, 2024, the Company consummated its acquisition of 100 % of the membership interests in MedLeaf (the "MedLeaf Acquisition Date").

Upon receiving regulatory approval, the Company reopened the dispensary and commenced adult-use retail sales on August 19, 2024.

2 unchanged sentences

The Company made cash payments aggregating $ 0.5 million through the P&S Date, which funds were deposited into escrow.

On the MedLeaf Acquisition Date, the outstanding cash balance was paid and the MedLeaf Note and 3.9 million shares of the Company's common stock were issued.

The MedLeaf Note bears interest at a rate of 8.0 % per annum and matures on October 5, 2025.

On the MedLeaf Acquisition Date, the escrowed funds were released, the outstanding cash balance was paid and the MedLeaf Note and 3.9 million shares of the Company's common stock were issued.

The MedLeaf Note bore interest at a rate of 8.0 % per annum and was scheduled to mature on October 5, 2025.

It called for six equal quarterly payments beginning on July 5, 2024.

The Company made the final payment in September 2025, satisfying the MedLeaf Note in full.

The Company has allocated the purchase price to its licenses intangible asset, with an estimated useful life of 10 years (see Note 8).

Pending Transaction at June 30, 2025

Disposition of Missouri Operations and Exit from Pending Transaction

Robust Missouri Process and Manufacturing, LLC ("Robust")

In September 2022, the Company entered into an agreement to acquire 100 % of the membership interests in Robust Missouri Processing and Manufacturing 1, LLC, a Missouri wholesale and cultivator ("Robust"), for $ 700,000 in cash (the "Robust Agreement").

Completion of the acquisition is dependent upon obtaining all requisite approvals from the Missouri Department of Health and Senior Services.

In August 2024, the State of Missouri approved a facility license to conduct business, but has not yet approved the application to transfer the license from Robust to the Company (the "License Transfer").

The Company is currently conducting business under a managed service agreement until the final approval of the License Transfer.

Pursuant to the Robust Agreement, the Company made an initial advance payment of $ 350,000 , with the balance due at closing, which will occur upon the State of Missouri's approval of the License Transfer.

Completion of the acquisition was dependent upon obtaining all requisite approvals from the Missouri Department of Health and Senior Services.

In August 2024, the State of Missouri approved a facility license to conduct business, but had not yet approved the application to transfer the license from Robust to the Company (the "License Transfer").

The Company was conducting business under a managed service agreement until the final approval of the License Transfer.

Pursuant to the Robust Agreement, the Company made an initial advance payment of $ 350,000 , with the balance due at closing, which was to occur upon the State of Missouri's approval of the License Transfer.

On October 28, 2025, the Company announced that it had completed a strategic review of its Missouri business operations and had decided to exit that market, effective that day.

For additional information, please see Note 19.

(3) EARNINGS (LOSS) PER SHARE

2 unchanged sentences

The shares used to compute loss per share were as follows (in thousands):

Three months ended Six months ended

2025 June 30,

2024 June 30,

2025 June 30,

Three months ended Nine months ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Weighted average shares outstanding - basic 392,613 380,599 388,394 378,449

2 unchanged sentences

(4) INVENTORY

Inventory at June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

Inventory at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

September 30,

2025 December 31,

13 unchanged sentences

The Company is not the lessor under any finance leases.

The Company received rental payments and recognized rental income of $ 0.2 million in the six months ended June 30, 2025, all of which was recorded in the three months ended March 31, 2025.

The Company received rental payments aggregating $ 0.3 million and $ 0.6 million in the three and six months ended June 30, 2024, respectively.

The Company received rental payments and recognized rental income of $ 0.2 million in the nine months ended September 30, 2025, all of which was recorded in the three months ended March 31, 2025.

The Company received rental payments aggregating $ 0.3 million and $ 0.9 million in the three and nine months ended September 30, 2024, respectively.

These payments were recognized as revenue on a straight-line basis.

1 unchanged sentence

Note Receivable

At June 30, 2025 and December 31, 2024, the Company had a note receivable from Healer LLC, an entity that provides cannabis education, dosage programs and products developed by Dr.

At September 30, 2025 and December 31, 2024, the Company had a note receivable from Healer LLC, an entity that provides cannabis education, dosage programs and products developed by Dr.

Dustin Sulak ("Healer"), of approximately $ 866,000 and $ 892,000 , respectively.

The note bears interest at 6 % per annum and requires quarterly payments of interest through the April 2026 maturity date.

As of September 30, 2025, all interest payments were current.

The Company has the right to offset any licensing fees payable by the Company to Healer in the event Healer fails to make any payment when due.

2 unchanged sentences

(7) PROPERTY AND EQUIPMENT, NET

The Company’s property and equipment, net, at June 30, 2025 and December 31, 2024 was comprised of the following (in thousands):

The Company’s property and equipment, net, at September 30, 2025 and December 31, 2024 was comprised of the following (in thousands):

September 30,

2025 December 31,

8 unchanged sentences

Property and equipment, net $ 91,253 $ 94,167

The Company recorded depreciation expense related to property and equipment of $ 2.1 million and $ 2.0 million in the three months ended June 30, 2025 and 2024, respectively, and $ 3.9 million in each of the six months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025, the Company wrote off property and equipment with an original cost aggregating $ 1.5 million, the majority of which was fully depreciated.

The Company recorded depreciation expense related to property and equipment of $ 2.1 million and $ 1.8 million in the three months ended September 30, 2025 and 2024, respectively, and $ 6.0 million and $ 5.7 million in each of the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, the Company wrote off property and equipment with an original cost aggregating $ 1.5 million, the majority of which was fully depreciated.

The Company recognized a loss on these write-offs of $ 0.2 million.

(8) INTANGIBLE ASSETS AND GOODWILL

The Company’s acquired intangible assets at June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

June 30, 2025 Weighted

The Company’s acquired intangible assets at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

September 30, 2025 Weighted

period (years) Cost Accumulated

11 unchanged sentences

7.89 $ 25,754 $ 7,115 $ 18,639

Estimated future amortization expense for the Company’s intangible assets at June 30, 2025 was as follows:

Estimated future amortization expense for the Company’s intangible assets at September 30, 2025 was as follows:

Year ending December 31,

2 unchanged sentences

Total $ 18,019

The changes in the carrying value of the Company’s goodwill in the six months ended June 30, 2025 and 2024 were as follows (in thousands):

The changes in the carrying value of the Company’s goodwill in the nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Balance at January 1, $ 15,812 $ 11,993

1 unchanged sentence

Adjustments to Ermont purchase price allocation* — 3,819

Balance at June 30, $ 20,051 $ 15,812

* In connection with the finalization of the purchase price allocation in the first quarter of 2024 related to the 2023 acquisition of Ermont, Inc., the Company recorded reclassifications between its Tradename and trademarks intangible asset, Licenses and customer base intangible asset, and Goodwill.

Balance at September 30, $ 22,655 $ 15,812

* In connection with the finalization of the purchase price allocation in the first quarter of 2024 related to the 2023 acquisition of Ermont, Inc., the Company recorded reclassifications between its Tradenames and trademarks intangible asset, Licenses and customer base intangible asset, and Goodwill.

Mortgages and Notes Payable

The Company’s mortgages and notes payable are reported in the aggregate on the condensed consolidated balance sheets under the captions Mortgages and notes payable, current portion, and Mortgages and notes payable, net of current portion.

The Company’s mortgage and notes payable balances at June 30, 2025 and December 31, 2024 were comprised of the following (in thousands):

The Company’s mortgage and notes payable balances at September 30, 2025 and December 31, 2024 were comprised of the following (in thousands):

September 30,

2025 December 31,

Construction to Permanent Commercial Real Estate Mortgage Loan ("CREM Loan"), net of debt discount of $ 1,424 and $ 1,460 at June 30, 2025 and December 31, 2024, respectively

Construction to Permanent Commercial Real Estate Mortgage Loan ("CREM Loan"), net of debt discount of $ 1,405 and $ 1,460 at September 30, 2025 and December 31, 2024, respectively

$ 56,324 $ 57,136

7 unchanged sentences

Vernon, IL property (grow and production) 2,829 2,872

Promissory note issued as purchase consideration - Ermont Acquisition, net of debt discount of $ 1,605 and $ 1,801 at June 30, 2025 and December 31, 2024, respectively

Promissory note issued as purchase consideration - Greenhouse Naturals Acquisition, net of debt discount of $ 540 and $ 567 at June 30, 2025 and December 31, 2024, respectively

Promissory note issued as purchase consideration - Ermont Acquisition, net of debt discount of $ 1,502 and $ 1,801 at September 30, 2025 and December 31, 2024, respectively

Promissory note issued as purchase consideration - Greenhouse Naturals Acquisition, net of debt discount of $ 526 and $ 567 at September 30, 2025 and December 31, 2024, respectively

Promissory notes issued as purchase consideration - MedLeaf Acquisition — 1,377

17 unchanged sentences

The Company incurred bank closing costs and third party costs (i.e., legal fees, etc.) aggregating $ 1.5 million in connection with the CREM Loan Transaction, which were recorded as a discount to the Loan Transaction (the "CREM Closing Costs Discount"), and which are being amortized to interest expense over the term of the CREM Loan Transaction.

The Company recorded approximately $ 18,000 of interest amortization in each of the three months ended June 30, 2025 and 2024, and approximately $ 36,000 in each of the six months ended June 30, 2025 and 2024 related to the CREM Closing Costs Discount.

The Company recorded approximately $ 18,000 of interest amortization in each of the three months ended September 30, 2025 and 2024, and approximately $ 48,000 in each of the nine months ended September 30, 2025 and 2024 related to the CREM Closing Costs Discount.

The CREM Loan Agreement includes customary representations and warranties and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, and events of bankruptcy and insolvency.

1 unchanged sentence

The CREM Loan Agreement also requires the CREM Borrowers to meet certain periodic financial tests.

During the six months ended June 30, 2025, the Company made payments aggregating $ 3.1 million, comprised of $ 0.6 million of principal and $ 2.5 million of interest.

During the six months ended June 30, 2024, the Company received $ 2.9 million of the amount previously held back by the CREM Lender and made interest-only payments aggregating $ 2.3 million.

The current portion of the outstanding principal balance of the CREM Loan was $ 1.2 million at each of June 30, 2025 and December 31, 2024, respectively.

During the nine months ended September 30, 2025, the Company made payments aggregating $ 4.6 million, comprised of $ 0.9 million of principal and $ 3.7 million of interest.

During the nine months ended September 30, 2024, the Company received $ 5.1 million of the amount previously held back by the CREM Lender and made interest-only payments aggregating $ 4.0 million.

The current portion of the outstanding principal balance of the CREM Loan was $ 1.2 million at each of September 30, 2025 and December 31, 2024.

Bank of New England (Wilmington, DE)

2 unchanged sentences

The next interest rate adjustment will occur in September 2026.

The current portion of the outstanding principal balance under this mortgage at June 30, 2025 and December 31, 2024 was approximately $ 144,000 and $ 140,000 , respectively.

The current portion of the outstanding principal balance under this mortgage at September 30, 2025 and December 31, 2024 was approximately $ 146,000 and $ 140,000 , respectively.

DuQuoin State Bank (Anna, IL and Harrisburg, IL)

6 unchanged sentences

The Company used $ 0.7 million of the proceeds from the DSB Refinance Mortgage to retire the DSB Original Mortgage.

At June 30, 2025, the current portion of the outstanding principal balance under the DSB Refinance Mortgage was approximately $ 36,000 .

At September 30, 2025, the current portion of the outstanding principal balance under the DSB Refinance Mortgage was approximately $ 36,000 .

DuQuoin State Bank (Metropolis, IL)

2 unchanged sentences

As part of this transaction, the seller was provided with a 30.0 % ownership interest in Mari Holdings Metropolis LLC (“Metro”), the Company’s subsidiary that owns the property and holds the related mortgage obligation, reducing the Company’s ownership interest in Metro to 70.0 %.

The current portion of the outstanding principal balance of this mortgage at June 30, 2025 and December 31, 2024 was approximately $ 61,000 and $ 56,000 , respectively.

The current portion of the outstanding principal balance of this mortgage at September 30, 2025 and December 31, 2024 was approximately $ 48,000 and $ 56,000 , respectively.

DuQuoin State Bank (Mt.

4 unchanged sentences

The proceeds of the loan were utilized for the build-out of the property and for working capital purposes.

The current portion of the outstanding principal balance of this mortgage was approximately $ 65,000 and $ 61,000 at June 30, 2025 and December 31, 2024, respectively.

The current portion of the outstanding principal balance of this mortgage was approximately $ 46,000 and $ 61,000 at September 30, 2025 and December 31, 2024, respectively.

DuQuoin State Bank (Mt.

5 unchanged sentences

The mortgage has a 17-year term and bears interest at a rate of 9.50 % per annum.

The current portion of the outstanding principal balance of this mortgage was approximately $ 33,000 and $ 31,000 at June 30, 2025 and December 31, 2024, respectively.

The current portion of the outstanding principal balance of this mortgage was approximately $ 27,000 and $ 31,000 at September 30, 2025 and December 31, 2024, respectively.

Promissory Notes

7 unchanged sentences

The difference between the face value of the Ermont Note and the present value recorded at the time of the Ermont Acquisition is being amortized to interest expense over the term of the Ermont Note.

The fair value of the Ermont Note was $ 3.1 million and $ 2.9 million at June 30, 2025 and December 31, 2024, respectively.

The current portion of the outstanding principal balance of the Ermont Note was $ 0.4 million and $ 0.5 million at June 30, 2025 and December 31, 2024, respectively.

The fair value of the Ermont Note was $ 3.2 million and $ 2.9 million at September 30, 2025 and December 31, 2024, respectively.

The current portion of the outstanding principal balance of the Ermont Note was $ 0.1 million and $ 0.5 million at September 30, 2025 and December 31, 2024, respectively.

Greenhouse Naturals LLC

2 unchanged sentences

The Company recorded $ 0.7 million as a debt discount, which is being accreted to interest expense through the term of the Greenhouse Naturals Note, which matures in July 2026.

The fair value of the Greenhouse Naturals Note was $ 3.6 million and $ 3.8 million at June 30, 2025 and December 31, 2024, respectively.

The Company estimated that the current portion of the Greenhouse Naturals Note was $ 0.5 million and $ 0.8 million at June 30, 2025 and December 31, 2024, respectively.

The fair value of the Greenhouse Naturals Note was $ 3.5 million and $ 3.8 million at September 30, 2025 and December 31, 2024, respectively.

The Company estimated that the current portion of the Greenhouse Naturals Note was $ 0.4 million and $ 0.8 million at September 30, 2025 and December 31, 2024, respectively.

In connection with the MedLeaf Acquisition, the Company issued the MedLeaf Note, totaling $ 2.0 million (See Note 2).

The MedLeaf Note bears interest at a rate of 8.0 % per annum and matures on October 5, 2025.

The MedLeaf Note calls for six equal principal payments, paid quarterly, which payments began on July 5, 2024.

At June 30, 2025 and December 31,

2024, the MedLeaf Note had an outstanding balance of $ 0.4 million and $ 1.4 million, respectively, all of which was recorded as current.

The MedLeaf Note bore interest at a rate of 8.0 % per annum and was scheduled to mature on October 5, 2025.

It called for six equal quarterly payments beginning on July 5, 2024.

The Company made the final payment in September 2025,

satisfying the MedLeaf Note in full.

The MedLeaf Note had an outstanding balance of $ 1.4 million at December 31, 2024, all of which was recorded as current.

In connection with the Allgreens Acquisition, the Company issued promissory notes aggregating $ 1.0 million (See Note 2).

2 unchanged sentences

As of June 30, 2025, the Company has made the first and second additional payments in accordance with the revised repayment terms.

The Company made the final payment of $ 400,000 in July 2025 and accordingly, the Allgreens Notes were satisfied in full.

The Allgreens Notes had an aggregate outstanding balance of $ 0.4 million and $ 1.0 million at June 30, 2025 and December 31, 2024, respectively all of which was recorded as current.

At December 31, 2024, the amount outstanding was in default.

The Allgreens Notes had an aggregate outstanding balance of $ 1.0 million at December 31, 2024, all of which was recorded as current, and which was in default.

Promissory Notes Issued to Purchase Property and Equipment

The Company had five outstanding promissory notes in connection with the purchase of commercial motor vehicles at both June 30, 2025 and December 31, 2024.

At June 30, 2025, the outstanding notes had an aggregate outstanding balance of approximately $ 151,000 , of which approximately $ 38,000 was current.

The Company had six outstanding promissory notes in connection with the purchase of commercial motor vehicles at September 30, 2025 and five such outstanding promissory notes at December 31, 2024.

At September 30, 2025, the outstanding notes had an aggregate outstanding balance of approximately $ 196,000 , of which approximately $ 45,000 was current.

At December 31, 2024, the outstanding notes had an aggregate outstanding balance of approximately $ 168,000 , of which approximately $ 36,000 was current.

The weighted average interest rates of the outstanding balances were 11.49 % and 11.38 % at June 30, 2025 and December 31, 2024, respectively.

The weighted average remaining terms of these notes were 3.84 years and 4.27 years at June 30, 2025 and December 31, 2024, respectively.

The Company had an outstanding note in connection with the purchase, in the second quarter of 2024, of a parking lot adjacent to its Middleborough, MA dispensary totaling $ 352,000 (the "Middleborough Note") at both June 30, 2025 and December 31, 2024.

The weighted average interest rates of the outstanding balances were 11.07 % and 11.38 % at September 30, 2025 and December 31, 2024, respectively.

The weighted average remaining terms of these notes were 4.26 years and 4.27 years at September 30, 2025 and December 31, 2024, respectively.

The Middleborough Note bears interest at a rate of 4.0 % per annum, with monthly interest-only payments and a balloon payment for the entire principal amount due on February 1, 2029.

1 unchanged sentence

The M&E Note bears interest at an imputed rate of 15.7 % per annum, and matures in May 2027.

The current portion of the M&E Note was approximately $ 147,000 at June 30, 2025.

The current portion of the M&E Note was approximately $ 163,000 at September 30, 2025.

Future Payments

The future principal amounts due under the Company's outstanding mortgages and notes payable at June 30, 2025 were as follows (in thousands):

The future principal amounts due under the Company's outstanding mortgages and notes payable at September 30, 2025 were as follows (in thousands):

Year ending December 31,

6 unchanged sentences

Series B Convertible Preferred Stock

The Company had 4,908,333 shares of Series B Convertible Preferred Stock (the "Series B Stock") outstanding at both June 30, 2025 and December 31, 2024, which shares are held by three institutional shareholders.

The Company had 4,908,333 shares of Series B Convertible Preferred Stock (the "Series B Stock") outstanding at both September 30, 2025 and December 31, 2024, which shares are held by three institutional shareholders.

The holders of Series B Stock (the “Series B Holders”) are entitled to cast a number of votes equal to the number of shares of the Company's common stock into which the shares of Series B Stock are convertible, together with the holders of the Company's common stock as a single class, on most matters.

22 unchanged sentences

The Company did not recognize either a gain or loss on the Conversion as it was effected in accordance with the Series C Stock certificate of designation.

As a result of the Conversion, no shares of Series C Stock were outstanding at June 30, 2025.

As a result of the Conversion, no shares of Series C Stock were outstanding at September 30, 2025.

The Company had 1,155,274 shares of Series C Stock outstanding at December 31, 2024.

4 unchanged sentences

Stock Options

A summary of stock option activity during the six months ended June 30, 2025 is below:

A summary of stock option activity during the nine months ended September 30, 2025 is below:

Shares Weighted average exercise price

1 unchanged sentence

Expired ( 2,761,000 ) $ 0.64

Outstanding at June 30, 2025 31,730,921 $ 0.80

Outstanding at September 30, 2025 31,510,921 $ 0.80

Stock options granted under the Plan generally expire five years from the date of grant.

At June 30, 2025, the stock options outstanding had a weighted average remaining life of approximately one year .

The Company did not grant any stock options during the six months ended June 30, 2025.

At September 30, 2025, the stock options outstanding had a weighted average remaining life of approximately eight months .

The Company did not grant any stock options during the nine months ended September 30, 2025.

Restricted Stock Units

2 unchanged sentences

The fair value of RSUs is determined based on the market value of the shares of the Company's common stock on the date of grant.

A summary of RSU activity for the six months ended June 30, 2025 was as follows:

A summary of RSU activity for the nine months ended September 30, 2025 was as follows:

RSUs Weighted average grant date fair value

3 unchanged sentences

Forfeited ( 876,365 ) $ 0.19

Outstanding at June 30, 2025 10,611,855 $ 0.18

Outstanding at September 30, 2025 8,531,790 $ 0.18

Of the 7,693,754 RSUs reported as vested in the table above, 520,937 shares, with an aggregate fair value of approximately $ 52,000 , were surrendered to the Company to satisfy the tax withholding obligations that arose in connection with the vesting of such RSUs.

At June 30, 2025, warrants to purchase up to 21,548,936 shares of the Company's common stock were outstanding, with a weighted average exercise price of $ 0.46 per share.

At September 30, 2025, warrants to purchase up to 21,548,936 shares of the Company's common stock were outstanding, with a weighted average exercise price of $ 0.46 per share.

Other Common Stock Issuances

In addition to the activity related to stock options, RSUs and the conversion of the Company's outstanding Series C stock to common stock as described above, during the six months ended June 30, 2025, the Company also issued 19,701 shares of restricted common stock with an aggregate fair value of approximately $ 2,000 , under a royalty agreement.

In addition to the activity related to stock options, RSUs and the conversion of the Company's outstanding Series C stock to common stock as described above, during the nine months ended September 30, 2025, the Company also issued 26,749 shares of restricted common stock with an aggregate fair value of approximately $ 3,000 , under a royalty agreement.

Stock-Based Compensation

The Company recorded stock-based compensation of $ 0.6 million and $ 0.2 million in the three months ended June 30, 2025 and 2024, respectively, and $ 1.1 million and $ 0.5 million in the six months ended June 30, 2025 and 2024, respectively.

The Company recorded stock-based compensation of $ 0.4 million and $ 0.3 million in the three months ended September 30, 2025 and 2024, respectively, and $ 1.5 million and $ 0.8 million in the nine months ended September 30, 2025 and 2024, respectively.

(12) SEGMENT INFORMATION

15 unchanged sentences

Investment decisions, including capital expenditures for new cultivation facilities and retail expansion, are made based on expected return on investment and regulatory considerations in each state in which the Company operates.

The table below provides the Company's Net loss, Income from operations, and a reconciliation of Income from operations to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three months ended Six months ended

2025 June 30,

2024 June 30,

2025 June 30,

The table below provides the Company's Net loss, Income from operations, and a reconciliation of Income from operations to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three months ended Nine months ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

$ ( 2,941 ) $ ( 990 ) $ ( 9,815 ) $ ( 4,166 )

3 unchanged sentences

Stock-based compensation 382 280 1,478 772

Severance 224 — 224 —

Acquisition-related and other 145 371 396 805

17 unchanged sentences

The Company is typically considered the principal if it controls the specified good or service before such good or service is transferred to its client, and typically considered the agent if it does not exert such control.

The Company may also be deemed to be the principal even if it engages another party (an agent) to satisfy some of the performance obligations on its behalf, provided the Company (i) takes on certain responsibilities, obligations and risks, (ii) possesses certain abilities and

discretion, or (iii) fulfills other relevant indicators of the sale.

The Company may also be deemed to be the principal even if it engages another party (an agent) to satisfy some of the performance obligations on its

behalf, provided the Company (i) takes on certain responsibilities, obligations and risks, (ii) possesses certain abilities and discretion, or (iii) fulfills other relevant indicators of the sale.

If deemed an agent, the Company does not recognize revenue for the performance obligations it does not satisfy.

Revenue for the three and six months ended June 30, 2025 and 2024 was comprised of the following (in thousands):

Three months ended Six months ended

2025 June 30,

2024 June 30,

2025 June 30,

Revenue for the three and nine months ended September 30, 2025 and 2024 was comprised of the following (in thousands):

Three months ended Nine months ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Product sales - retail $ 22,573 $ 23,388 $ 65,637 $ 69,151

2 unchanged sentences

Total revenue $ 40,764 $ 40,595 $ 118,176 $ 118,760

Customer Loyalty Program – Adjustments to Correct Error in Prior Periods

The Company has a customer loyalty program (the “Loyalty Program”) under which customers earn points based on qualifying purchases that can be redeemed for discounts on future purchases.

Applying Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), a portion of the transaction price is allocated to the loyalty points based on their relative standalone selling price, and revenue is deferred until the points are redeemed or expire.

During the third quarter of 2025, the Company determined that it was not accounting for the Loyalty Program in accordance with ASC 606 and, accordingly, calculated the amounts that should have been recorded in prior periods.

These amounts were deemed immaterial to the Company’s condensed consolidated financial statements.

The Company has adjusted its financial statements to reflect the impact of adjustments to prior periods, which adjustments are reflected in the condensed consolidated financial statements included herein.

The Company recorded deferred revenue of $ 1.7 million and $ 1.3 million at September 30, 2025 and December 31, 2024, respectively.

The Company recorded decreases to revenue of approximately $ 83,000 and $ 237,000 in the three and nine months ended September 30, 2025, respectively, an increase to revenue of approximately $ 4,000 in the three months ended September 30, 2024 and a decrease to revenue of approximately $ 202,000 in the nine months ended September 30, 2024.

The Company recorded additional marketing and promotion expense of approximately $ 16,000 and $ 46,000 in the three and nine months ended September 30, 2025, respectively, a nominal credit to marketing and promotion expense in the three months ended September 30, 2024 and additional marketing and promotion expense of approximately $ 38,000 in the nine months ended September 30, 2024.

The Company’s deferred revenue for the Loyalty Program is reported separately in its condensed consolidated balance sheets.

(14) MAJOR CUSTOMERS

The Company did not have any customers that contributed 10% or more of total revenue in any of the three- or six-month periods ended June 30, 2025 or 2024.

The Company did not have any customers that accounted for 10% or more of the Company’s accounts receivable balance at either June 30, 2025 or December 31, 2024.

The Company did not have any customers that contributed 10% or more of total revenue in any of the three- or nine-month periods ended September 30, 2025 or 2024.

The Company did not have any customers that accounted for 10% or more of the Company’s accounts receivable balance at either September 30, 2025 or December 31, 2024.

The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable.

3 unchanged sentences

Right-of-use assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term, utilizing the Company’s incremental borrowing rate.

The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The Company’s lease terms may include options

to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

At June 30, 2025, the Company was the lessee under nine operating leases and thirty-four finance leases.

At September 30, 2025, the Company was the lessee under nine operating leases and thirty-seven finance leases.

These leases contain rent holidays and customary escalations of lease payments for the type of facilities being leased.

3 unchanged sentences

Certain leases require the payment of property taxes, insurance and/or maintenance costs in addition to the rent payments.

The Company leases machinery and office equipment under finance leases that expire from January 2026 through July 2031, with such terms being a major part of the economic useful life of the leased property.

The components of lease expense for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

Three months ended Six months ended

2025 June 30,

2024 June 30,

2025 June 30,

The Company leases machinery and office equipment under finance leases that expire from January 2026 through August 2038, with such terms being a major part of the economic useful life of the leased property.

The components of lease expense for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three months ended Nine months ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Operating lease expense $ 533 $ 515 $ 1,600 $ 1,552

3 unchanged sentences

Total finance lease expense $ 461 $ 266 $ 1,244 $ 817

The weighted average remaining lease terms and weighted average discount rates for the Company's operating leases and finance leases at June 30, 2025 and December 31, 2024 were as follows:

The weighted average remaining lease terms and weighted average discount rates for the Company's operating leases and finance leases at September 30, 2025 and December 31, 2024 were as follows:

September 30,

2025 December 31,

5 unchanged sentences

Finance leases 10.9 % 9.6 %

Future minimum lease payments as of June 30, 2025 under all non-cancelable leases having an initial or remaining term of more than one year were (in thousands):

Future minimum lease payments as of September 30, 2025 under all non-cancelable leases having an initial or remaining term of more than one year were (in thousands):

leases Finance

11 unchanged sentences

This lease expires in October 2028 and contains a five-year extension option.

Expenses incurred under this lease were approximately $ 68,000 and $ 63,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 145,000 and $ 104,000 for the six months ended June 30, 2025 and 2024, respectively.

Expenses incurred under this lease were approximately $ 69,000 and $ 64,000 for the three months ended September 30, 2025 and 2024, respectively, and $ 213,000 and $ 168,000 for the nine months ended September 30, 2025 and 2024, respectively.

The Company procures nutrients, lab equipment, cultivation supplies, furniture, and tools from an entity owned by the family of the Company’s Chief Operating Officer (the “COO”).

Purchases from this entity totaled $ 1.6 million and $ 1.2 million in the three months ended June 30, 2025 and 2024, respectively, and $ 2.9 million and $ 2.2 million in the six months ended June 30, 2025 and 2024, respectively.

Purchases from this entity totaled $ 1.3 million in each of the three months ended September 30, 2025 and 2024, and $ 4.3 million and $ 3.5 million in the nine months ended September 30, 2025 and 2024, respectively.

The Company pays royalties on the revenue generated from its Betty’s Eddies product line to an entity owned by the COO and the Chief Commercial Officer (the “CCO") under a royalty agreement.

Under this agreement, the royalty percentage on all sales of Betty’s Eddies products is 3.0 % if sold directly by the Company and between 1.35 % and 2.5 % if licensed by

the Company for sale by third parties.

Under this agreement, the royalty percentage on all sales of Betty’s Eddies products is 3.0 % if sold directly by the Company and between 1.35 % and 2.5 % if licensed by the Company for sale by third parties.

Future developed products have a royalty rate of 0.5 % if sold directly by the Company and between 0.125 % and 0.135 % if licensed by the Company for sale by third parties.

The aggregate royalties earned by the entity under this agreement were approximately $ 156,000 and $ 131,000 for the three months ended June 30, 2025 and 2024, respectively, and approximately $ 319,000 and $ 249,000 for the six months ended June 30, 2025 and 2024, respectively .

During the three months ended June 30, 2025 and 2024, one of the Company’s majority-owned subsidiaries paid or accrued distributions of approximately $ 1,300 and $ 1,900 , respectively, to the CEO, who owns a minority equity interest in such subsidiary.

During the six months ended June 30, 2025 and 2024, this majority-owned subsidiary made distribution payments of approximately $ 3,000 and $ 3,100 , respectively, to the CEO.

The aggregate royalties earned by the entity under this agreement were approximately $ 154,000 and $ 178,000 for the three months ended September 30, 2025 and 2024, respectively, and approximately $ 472,000 and $ 427,000 for the nine months ended September 30, 2025 and 2024, respectively .

During the three months ended September 30, 2025 and 2024, one of the Company’s majority-owned subsidiaries paid or accrued distributions of approximately $ 2,000 and $ 1,900 , respectively, to the CEO, who owns a minority equity interest in such subsidiary.

This majority-owned subsidiary made distribution payments of approximately $ 5,000 to the CEO in each of the nine-month periods ended September 30, 2025 and 2024.

On June 10, 2024 (the "Membership Unit Purchase Date"), the CEO and COO purchased 5 % and 15 %, respectively, of the membership units of Mari Holdings Metropolis, LLC, one of the Company's majority-owned subsidiaries.

These membership units were purchased from the previous minority interest-holder, and accordingly, the percentage of this majority-owned subsidiary held by noncontrolling interests remains unchanged.

During the three months ended June 30, 2025, this majority-owned subsidiary recorded distributions of approximately $ 2,000 and $ 6,000 to the CEO and COO, respectively.

During the six months ended June 30 2025, this majority-owned subsidiary recorded distributions of approximately $ 5,000 and $ 15,000 to the CEO and COO, respectively.

During both the three- and six-month periods ended June 30, 2024, this majority-owned subsidiary recorded distributions of $ 3,250 and $ 9,750 to the CEO and COO, respectively.

At June 30, 2025 and December 31, 2024, the Company had an outstanding accounts payable balance of approximately $ 240,000 and $ 251,000 , respectively, primarily in connection with fixed assets purchased from a third-party company in which the CEO has a controlling interest.

During the three months ended September 30, 2025, this majority-owned subsidiary recorded distributions of approximately $ 2,500 and $ 7,500 to the CEO and COO, respectively.

During the nine months ended September 30, 2025, this majority-owned subsidiary recorded distributions of approximately $ 7,500 and $ 22,500 to the CEO and COO, respectively.

During the three months ended September 30, 2024, this majority-owned subsidiary recorded distributions of $ 3,250 and $ 9,750 to the CEO and COO, respectively.

During the nine months ended September 30, 2024, this majority-owned subsidiary recorded distributions of $ 6,500 and $ 19,500 to the CEO and COO, respectively.

At September 30, 2025 and December 31, 2024, the Company had an outstanding accounts payable balance of approximately $ 616,000 and $ 251,000 , respectively, primarily in connection with fixed assets purchased from a third-party company in which the CEO has a controlling interest.

The Company assumed approximately $ 35,000 of accounts payable to that company as part of the FSC Acquisition.

1 unchanged sentence

These assumed liabilities related to cash advances to FSC in periods prior to the FSC Acquisition Date.

At June 30, 2025, the Company’s mortgages with Bank of New England and DSB were personally guaranteed by the CEO.

At September 30, 2025, the Company’s mortgages with Bank of New England and DSB were personally guaranteed by the CEO.

(17) INCOME TAXES

The following table summarizes the Company's income tax provision and effective tax rates for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):

Three months ended Six months ended

June 30, June 30,

The following table summarizes the Company's income tax provision and effective tax rates for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

2 unchanged sentences

Effective tax rate ( 1,516 ) % ( 196 ) % ( 178 ) % ( 336 ) %

The effective tax rates for the three and six months ended June 30, 2025 and 2024 were calculated using the discrete method based on the Company's period-to-date results adjusted for permanent and temporary differences.

The effective tax rates for the three and nine months ended September 30, 2025 and 2024 were calculated using the discrete method based on the Company's period-to-date results adjusted for permanent and temporary differences.

Due to its cannabis operations, the Company is subject to the limitations of the U.S.

2 unchanged sentences

As a result, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income and provides for effective tax rates that are well in excess of statutory tax rates.

During the three months ended June 30, 2025, the Company effectively settled an audit with the U.S.

During the nine months ended September 30, 2025, the Company effectively settled an audit with the U.S.

Internal Revenue Service for the tax period ended December 31, 2022.

As a result, the Company recognized a tax benefit of $ 1.7 million in connection with the release of an uncertain tax position reserve.

In June 2025, the IRS filed a lien against the Company in connection with an approximate $ 6 million 2023 alleged tax liability.

In June 2025, the IRS filed a lien against the Company in connection with an approximate $ 6 million 2023 tax liability.

The Company is disputing the assessment through a Collection Due Process (“CDP”) Hearing and pursuing a resolution, including potential reduction or collection alternatives.

8 unchanged sentences

In the three months ended September 30, 2024, MMH received a liquidation distribution of $ 116,250 .

As of the date of this filing, there is insufficient information to determine the amount of further liquidation distributions, if any, that MMH may receive on account of its general unsecured claim.

On October 1, 2025, an incremental final liquidation distribution of $ 50,281 was received.

New Bedford, MA and Middleborough, MA Buildouts

5 unchanged sentences

(19) SUBSEQUENT EVENTS

Entry Into a Management Services and Licensing Agreement

On July 30, 2025, the Company entered into a Management Services Agreement ("MSA") with Standard Farms, LLC ("Standard Farms"), a wholly-owned subsidiary of TILT Holdings ("TILT").

Under the terms of the MSA, which is effective on September 1, 2025, the Company will assume the day-to-day management of TILT's Standard Farms cultivation and processing facility in White Haven, Pennsylvania.

These management services include oversight of Standard Farms' budgeting, financial planning, compliance with applicable laws and quality management.

In addition, pursuant to a licensing arrangement with the Company, upon regulatory approval, Standard Farms intends to produce and distribute MariMed's brands in Pennsylvania.

Equity Transactions

Subsequent to June 30, 2025, the Company issued an aggregate of 302,900 net shares of common stock upon the settlement of RSUs that vested prior to the filing of this report.

Subsequent to September 30, 2025, the Company issued an aggregate of 621,108 net shares of common stock upon the settlement of RSUs that vested prior to the filing of this report.

Disposition of Missouri Operations

On October 28, 2025, the Company announced that it had completed a strategic review of its Missouri business operations and decided to exit the market, effective immediately.

Since 2024, the Company had managed the operations of a licensed cannabis operator and distributed its brands in the state pursuant to a Managed Services and Licensing Agreement, while awaiting approval from the state for a license transfer.

Following the strategic review, the Company determined that it will discontinue management of the facility and will no longer pursue the license transfer.

As a result of this decision, the Company expects to recognize a loss on disposal for the related assets in the fourth quarter of 2025 approximating $ 1 million.

The Company is in the process of finalizing the measurement of this loss.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements