What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-26 compared with 2024-03-13 · 211 added, 109 removed, 731 unchanged (30% of the section changed)

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Our common stock is listed for trading on the Canadian Securities Exchange (“ CSE ”) under the symbol “PLTH” and quoted on the OTCQX in the United States under the symbol “PLNH.”

Through our subsidiaries in Nevada, we hold six licenses for cultivation (three medical licenses and three adult-use licenses), six licenses for production (three medical licenses and three adult-use licenses), three dispensary licenses (one medical license and two adult-use licenses) and one distribution license.

Additionally, in California, our subsidiaries hold one adult-use cultivation license, one adult-use and medicinal manufacturing license, two adult-use and medicinal distribution licenses, one adult-use and medicinal dispensary license, and one event organizer license.

Additionally, in California, our subsidiaries hold one medium indoor cultivation license, one manufacturing license, two distribution licenses, one dispensary license, and one event organizer license.

In Florida, our subsidiary holds one Medical Marijuana Treatment Center license that allows us to operate an unlimited number of medical dispensary locations (30 locations were in operation as of December 31, 2024), and operate multiple cultivation facilities ( one is currently operational and approved by state regulators) and operate multiple manufacturing facilities (one currently operation as of December 31, 2024)

In Illinois, our subsidiary holds one adult-use dispensing license.

We currently sell over 123 different strains of cannabis (up to 35 of which are grown in-house) and have a customer-loyalty database of over 385,000 customers.

We currently sell over 154 different strains of cannabis (the majority of which are grown in our cultivation facilities) and have a customer-loyalty database of over 385,000 customers.

We own and manufacture cannabis products under the following brands:

HaHa (gummies and beverages), Dreamland (chocolates), TRENDI (vapes and concentrates), Medizin (flower, vapes, concentrates), Leaf and Vine (vapes).

The following table presents the inter-corporate relationships between us and our subsidiaries as at the date hereof.

The following table presents the inter-corporate relationships between us and our subsidiaries as of the date hereof.

Subsidiaries of Company

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CBD retail sales and marketing

BLC NV Food, LLC

Holding company for By The Slice, LLC

By The Slice, LLC

Subsidiary of BLC NV Food, LLC;

restaurant and retail operations

Newtonian Principles, Inc.

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cannabis retail sales

Planet 13 Illinois, LLC

Illinois license holding company;

cannabis retail sales

Planet 13 Florida, Inc.

Florida license holding company

Planet 13 Chicago, LLC

Holding company

Club One Three, LLC

Crossgate Capital U.S.

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cannabis cultivation and processing

Planet 13 Illinois, LLC

Illinois license holding company;

cannabis retail sales

BLC NV Food, LLC

Holding company for By The Slice, LLC

By The Slice, LLC

Subsidiary of BLC NV Food, LLC;

restaurant and retail operations

Planet 13 Chicago, LLC

Holding company

Planet 13 Real Prop, LLC

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Retail sales of apparel and accessories

VidaCann, LLC

Florida license holding company

Planet 13 Innovations LLC

Intellectual property holding company

Club One Three, LLC

Our registered head office is located at 2548 West Desert Inn Road, Suite 100, Las Vegas, Nevada 89109.

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On February 3, 2023, we closed on this transaction.

Recent Developments

2023 Purchase of Remaining 51% of Planet 13 Illinois, VidaCann LLC Membership Purchase Agreement, Nevada Domestication, Access to Certain Cash Accounts

Purchase of Remaining 51% of Planet 13 Illinois

On February 7, 2023, we exercised and closed our option to purchase the remaining 51% of Planet 13 Illinois from Frank Cowan.

VidaCann Membership Interest Purchase Agreement

VidaCann LLC Membership Purchase Agreement

On August 28, 2023, we entered into a Membership Interest Purchase Agreement (“ Purchase Agreement ”) with VidaCann, LLC (“ VidaCann ”), Loop’s Dispensaries, LLC (“ Dispensaries ”), Ray of Hope 4 Florida, LLC (“ Ray of Hope ”) and Loops Nursery & Greenhouses, Inc.

(“ Nursery ” and together with Dispensaries and Ray of Hope, the “ Sellers ”), David Loop (“ Loop ”) and Mark Ascik (together with Loop, the “ Indemnifying Members ”) and Loop, solely in his capacity as Seller Representative, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will acquire from the Sellers all of the membership interests in VidaCann (the “ Transaction ”).

Pursuant to the Purchase Agreement, the Company will acquire VidaCann from the Sellers for agreed consideration at closing of the Transaction (the “ Closing ”) equal to the sum of:

(“ Nursery ” and together with Dispensaries and Ray of Hope, the “ Sellers ”), David Loop (“ Loop ”) and Mark Ascik (together with Loop, the “ Indemnifying Members ”) and Loop, solely in his capacity as Seller Representative, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company acquired from the Sellers all of the membership interests in VidaCann (the “ Transaction ”).

Pursuant to the Purchase Agreement, the Company acquired VidaCann from the Sellers for agreed consideration at closing of the Transaction (the “ Closing ”) equal to the sum of:

(i) 80,564,554 shares of common stock of the Company (the “ Base Share Consideration ”), of which 1,307,698 shares will be issued to VidaCann’s industry advisor (the “ VC Advisor ”) ;

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and (iii) promissory notes to be issued by the Company to the Sellers in the aggregate principal amount of US$5,000,000, with each of the above components subject to adjustments as set out in the Purchase Agreement.

Based on the closing price of the Company’s common shares of (CAD$0.69) US$0.5071 as of August 25, 2023 on the Canadian Securities Exchange (the “ CSE ”) (based on the Bank of Canada CAD to USD exchange rate on August 25, 2023 of CAD$1.00=US$1.3606), the total consideration was valued at approximately US$48.9 million at that time.

The Purchase Agreement contemplates that VidaCann will continue to have US$3,000,000 of bank indebtedness and US$1,500,000 or less of related party notes to former VidaCann owners at the Closing.

The Purchase Agreement contains customary representations, warranties and covenants.

The Sellers and VidaCann have agreed to use commercially reasonable efforts to operate their business in the ordinary course consistent with past practice prior to the Closing and to refrain from taking certain actions without the Company’s consent.

The parties have each agreed to use their respective reasonable best efforts to consummate the Transaction, including to obtain required regulatory approvals and certain consents.

Based on the closing price of the Company’s common shares of (CAD$0.91) US$0.6647 as of May 9, 2024 on the Canadian Securities Exchange (the “ CSE ”) (based on the Bank of Canada CAD to USD exchange rate on May 9, 2024 of CAD$1.00=US$0.7304), the total consideration was valued at US$50,755,443.

The Purchase Agreement contemplated that VidaCann continued to have US$3,000,000 of bank indebtedness and US$1,500,000 of related party notes to former VidaCann owners at the Closing which were assumed by the Company.

The Purchase Agreement contained customary representations, warranties and covenants.

The Sellers and VidaCann agreed to use commercially reasonable efforts to operate their business in the ordinary course consistent with past practice prior to the Closing and to refrained from taking certain actions without the Company’s consent.

The Sellers, Indemnifying Members and the Company have each agreed to customary indemnification obligations with respect to breaches of their respective representations and warranties and failures to perform their respective obligations under the Purchase Agreement following the Closing.

The Indemnifying Members’ indemnification obligations are subject to certain customary limitations and deductibles.

The Transaction is subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, including, among others, (i) the sale of the Company’s MMTC license in Florida to a third party, including any regulatory approvals required to effectuate the sale;

The Indemnifying Members’ indemnification obligations were subject to certain customary limitations and deductibles.

The Transaction was subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, including, among others, (i) the sale of the Company’s MMTC license in Florida to a third party, including any regulatory approvals required to effectuate the sale;

(ii) the receipt of all regulatory consents from governmental authorities related to the operation of a cannabis business and consents required by the CSE;

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and (vii) the performance by the parties of their respective obligations under the Purchase Agreement.

The Sellers will be granted the right on closing to nominate one additional (fifth), director to the board of directors of the Company (the “ Board ”).

The Sellers were be granted the right on closing to nominate one additional (fifth), director to the board of directors of the Company (the “ Board ”).

The Board has received a fairness opinion from Evans & Evans, Inc.

(“ Evans & Evans ”) to the effect that, in its opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be paid by the Company is fair, from a financial point of view, to the Company’s shareholders.

The fee paid to Evans & Evans in connection with the delivery of its fairness opinion is not contingent on the successful implementation of the Transaction.

Post-transaction, and based on the number of outstanding shares as of August 28, 2023, the former equity holders of VidaCann, along with the VC Advisor, are expected to have approximately 26.09% pro forma ownership in the Company on a fully diluted basis, before factoring in any adjustments to the Base Share Consideration.

Each Seller and each equityholder of a Seller that holds over 5% in direct or indirect interest in VidaCann and receives Base Share Consideration will be subject to a lock-up agreement restricting trading of the shares received, with the release of one-third of shares from such restrictions six months following Closing and each subsequent six months thereafter.

The Purchase Agreement contains customary termination provisions, including the ability to terminate in the event the Transaction has not been completed by April 30, 2024.

Domestication

The fee paid to Evans & Evans in connection with the delivery of its fairness opinion was not contingent on the successful implementation of the Transaction.

Post-transaction, and based on the number of outstanding shares as of August 28, 2023, the former equity holders of VidaCann, along with the VC Advisor, had approximately 26.09% pro forma ownership in the Company on a fully diluted basis, before factoring in any adjustments to the Base Share Consideration.

Each Seller and each equity holder of a Seller that held over 5% in direct or indirect interest in VidaCann and received Base Share Consideration will be subject to a lock-up agreement restricting trading of the shares received, with the release of one-third of shares from such restrictions six months following Closing and each subsequent six months thereafter.

For further information, see “ 2024 Planet 13 Closes Acquisition of VidaCann .”

Nevada Domestication

On September 15, 2023 (the “ Effective Date ”), Planet 13 Holdings Inc., a British Columbia corporation (“ Planet 13 BC ”) filed articles of domestication and articles of incorporation with the Secretary of State of the State of Nevada and changed its jurisdiction from the Province of British Columbia, Canada, to the State of Nevada (the “ Domestication ”), pursuant to a court-approved plan of arrangement (“ Plan of Arrangement ”).

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2018 Share Unit Plan.

Pending Disposition

On January 22, 2024, we entered into a Stock Purchase Agreement (the “ Disposition Agreement ”) with SGW FL Enterprises, LLC (the “ SGWFL ”), pursuant to which, upon the terms and subject to the conditions set forth therein, we will sell all of the issued and outstanding shares of common stock (the “ P13 Florida Shares ”) of Planet 13 Florida Inc.

(the “ Pending Disposition ” and, together with the Pending Acquisition, the “ Pending Transactions ”), which owns a the MMTC License.

The sale of the MMTC License is a closing condition to the Pending Acquisition.

Pursuant to the Disposition Agreement, we will sell the P13 Florida Shares at closing of the Pending Disposition (the “ Pending Disposition Closing ”) for a cash payment of $9.0 million due on the Pending Disposition Closing.

The Disposition Agreement contains customary representations, warranties and covenants.

The parties have each agreed to use their respective commercially reasonable efforts to consummate the Pending Disposition, including to obtain required regulatory approvals.

The Pending Disposition is expected to close in the first quarter of 2024 or early in the second quarter of 2024, subject to the satisfaction or waiver of certain conditions set forth in the Disposition Agreement, including, among others, (i) the receipt of regulatory approvals;

(ii) the accuracy of the parties respective representations and warranties;

(iii) the performance by the parties of their respective obligations under the Disposition Agreement and (iv) our simultaneous closing of the Pending Acquisition.

The Disposition Agreement contains customary termination provisions, including the ability to terminate in the event the Pending Disposition has not been completed by May 31, 2024.

Access to Certain Cash Accounts and El Capitan Misappropriation

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We are vigorously pursuing our rights against the Defendants.

On January 25, 2024, as a result of the preliminary information obtained in connection with an ongoing internal investigation regarding the El Capitan matter, the audit committee (the “ Audit Committee ”) of our board of directors, based on the recommendation of our management, and after consultation with our independent registered public accounting firm, concluded that our previously issued audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “ 2022 Annual Report ”) and our previously issued unaudited consolidated financial statements included in the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023 should no longer be relied upon due to material errors resulting from to the believed misappropriation of approximately $22.0 million of our funds held by El Capitan.

Thereafter, on February 20, 2024, we filed Amendment No.

1 on Form 10-K/A to the 2022 Annual Report, Amendment No.

1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, Amendment No.

1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and Amendment No.

1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

On February 28, 2025, the Company secured a settlement with Casa Verde for the remaining approximately $2.1 million of the WAB Funds, bringing the total recovery of funds held at WAB to $5.5 million.

The settlement is part of a broader resolution of ongoing litigation between the Company, Casa Verde, Karan Wadhera, and Jamie Nash.

As part of the settlement, the Company, through a wholly-owned subsidiary, also obtained real estate property formerly associated with Andrew and Jamie Nash, valued at approximately $5.0 million based on recent comparable sales, which we intend to sell.

In total, Planet 13 has recovered approximately $10.5 million, including the expected value from the sale of the real estate property.

Our internal investigation regarding the El Capitan matter remains ongoing, and we may uncover additional material information as the investigation moves forward.

Recent Developments

2024 Opening of DAZED!

Consumption Lounge

On April 5, 2024, Planet 13’s first consumption lounge, DAZED!, opened at its flagship Las Vegas SuperStore, introducing a new level of cannabis hospitality and entertainment.

The 3,000-square-foot lounge is designed to provide an upscale, immersive experience with VIP booths, expertly crafted canna-cocktails, and live entertainment.

Guests enter through a speakeasy-style phone booth door into a vibrant space featuring a striking bong chandelier and eclectic artistic decor.

offers a premium social environment where visitors can enjoy a curated selection of top-tier cannabis products, reservable VIP booths with personal flat-screen TVs, and specialty-infused beverages.

As the first of its kind in Las Vegas, DAZED!

represents Planet 13’s continued innovation in experiential cannabis retail, setting a new standard for luxury cannabis consumption.

2024 Sale of Planet 13 Florida, Inc.

On January 22, 2024, Planet 13 entered into a Stock Purchase Agreement (the “ Disposition Agreement ”) with SGW FL Enterprises, LLC (the “ SGWFL ”), pursuant to which, upon the terms and subject to the conditions set forth therein, we agreed to sell all of the issued and outstanding shares of common stock (the “ P13 Florida Shares ”) of Planet 13 Florida Inc., which owns a the MMTC License.

On May 6, 2024, the Company closed the sale of Planet 13 Florida, Inc., following the approval from the Florida Office of Medical Marijuana Use on April 26, 2024.

The Company sold 100% of the equity interests in Planet 13 Florida in exchange for $9 million in cash.

The sale of Planet 13 Florida was a condition to the closing of the Company’s acquisition of VidaCann, LLC.

2024 Planet 13 Closes Acquisition of VidaCann

On May 9, 2024, the Company closed its acquisition of VidaCann, LLC, following the previously announced approval from the Florida Office of Medical Marijuana Use on April 26, 2024, and the sale of 100% of the equity interests in Planet 13 Florida, Inc.

The Company acquired VidaCann from the sellers who held all membership interests in VidaCann in exchange for 81,872,252 shares of common stock, approximately $4 million in cash, and $5 million in promissory notes, subject to adjustments.

Based on the closing price of Planet 13’s common stock on May 9, 2024, the total consideration is valued at $50,755,443.

As part of the agreement, VidaCann’s $3 million in bank debt and $1.5 million in related party notes were assumed by the Company.

Additionally, the Seller of the majority interest in VidaCann has the right to nominate a director to Planet 13’s board, effective the next business day following the 2024 annual meeting of stockholders in June, with former VidaCann CEO David Loop selected as the board nominee.

The acquisition added 26 dispensaries to Planet 13’s portfolio, significantly expanding its presence in Florida.

2024 Opening of 27th Dispensary in Ocala, Florida

On August 12, 2024, Planet 13 announced the opening of Planet 13 Ocala, marking its 27th dispensary in Florida and 31st location nationwide.

2024 Wiz Khalifa to Offer Exclusive Khalifa Kush Products ‘ Powered by Planet 13 ’ at Planet 13 Entertainment Complex

On August 15, 2024, Planet 13 announced an exclusive partnership with multi-platinum selling artist Wiz Khalifa’s Khalifa Kush brand to cultivate, manufacture, and sell Khalifa Kush premium products ‘Powered by Planet 13’ at the Planet 13 Entertainment Complex in Las Vegas.

2024 Opening of 28th Dispensary in Port Orange, Florida

On October 15, 2024, Planet 13 announced the upcoming grand opening of Planet 13 Port Orange on October 19, 2024, marking its 28th dispensary in Florida and 32nd nationwide.

2024 Opening of 29th Dispensary in Gulf Breeze, Florida

On December 18, 2024, Planet 13 announced the opening of Planet 13 Gulf Breeze, marking its 29th dispensary in Florida and 33rd location nationwide.

2024 Opening of 30 th Dispensary in Panama City, Florida

On December 26, 2024, Planet 13 announced the opening of Planet 13 Panama City, its 30th dispensary in Florida and 34th nationwide.

Overview of the Company ’ s Cannabis Business

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In 2020, the coffee shop and pizzeria were renamed as the Trece Eatery + Spirits restaurant, owned and operated by us through our subsidiaries.

Future plans include the opening of a possible consumption lounge and a non-cannabis retail facility.

Trece Eatery + Spirits closed at the end of March 2024.

The space is now available for sublease as we evaluate future opportunities for the location.

The Planet 13 Las Vegas Superstore lease has a seven-year term with two seven-year renewal options and we have a right-of-first-refusal on any sale of the building.

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The term of the April 1, 2019, lease and sub-license runs concurrent with the Planet 13 Las Vegas Superstore lease.

We may in the future build a 100,000 square foot greenhouse for cultivation and an approximately 43,000 square foot processing/production facility located in Beatty, Nevada, approximately 120 miles north-west of Las Vegas.

The Company owns a property in Beatty, Nevada that is the site for a potential future 100,000 square foot greenhouse for cultivation and an approximately 43,000 square foot processing/production facility located in Beatty, Nevada, approximately 120 miles north-west of Las Vegas.

The Beatty location is licensed and zoned for up to three million square feet of greenhouse space for the cultivation of cannabis.

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We expect to revisit our expansion plans for the Beatty facility once the wholesale market in Nevada stabilizes.

We operate our Nevada cultivation licenses at three separate facilities, each location operating jointly under a medical and adult-use cultivation license.

Two of our cultivation licenses operate out of Las Vegas in Clark County, Nevada (Las Vegas) and include indoor cultivation and perpetual harvest cycles.

We operate our Nevada cultivation licenses at two separate facilities, each location operating jointly under a medical and adult-use cultivation license.

The two cultivation licenses operate out of Las Vegas in Clark County, Nevada (Las Vegas) and include indoor cultivation and perpetual harvest cycles.

One is located in an approximately 16,100 square foot facility, and the other operates out of a 45,000 square foot facility.

The third cultivation license is located near the town of Beatty in Nye County, Nevada.

The Beatty cultivation facility currently houses approximately 500 square feet of research and development and genetics testing with the potential to expand to over 2,300,000 square feet of greenhouse production capacity on 80 acres of owned land that includes municipal water and abundant electrical power already at the edge of the property.

We also hold a third cultivation license located near the town of Beatty in Nye County, Nevada.

The Beatty cultivation facility currently housed approximately 500 square feet of research and development and genetics testing with the potential to expand to over 2,300,000 square feet of greenhouse production capacity on 80 acres of owned land that includes municipal water and abundant electrical power already at the edge of the property.

We are in the process of closing the facility and have taken an impairment charge of $1,763,901 during the year ended December 31, 2024, with respect to the closure of this facility.

Following the Arrangement which closed on March 2, 2022, we, through our wholly-owned subsidiary, Next Green Wave, LLC (“ NGW, LLC ”), which is licensed by the State of California to produce, distribute and sell products throughout the State, cultivate and process our cannabis products at our 35,875 square foot facility on one of the four properties utilized by us and zoned for cannabis cultivation in the City of Coalinga, California (“ Facility A ”).

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Facility C enables us to process and package medicinal and adult-use cannabis and distribute cannabis products in accordance with the requirements under the Medicinal and Adult Use Cannabis Regulation and Safety Act, throughout the State of California.

As part of our Florida expansion, on July 1, 2022, we closed on a $3,300,000 purchase of a 23-acre parcel of real property, inclusive of a 10,500 square foot building, near Ocala, Florida.

We are currently assessing our options for this property while continuing to strategically evaluate our cultivation and dispensary footprint across the State of Florida.

With the acquisition of VidaCann, we assumed a lease for a property in St.

Johns, Florida, which serves as a key cultivation, manufacturing, and distribution site.

Situated on a 78.6-acre lot the site is equipped with advanced climate control, irrigation, and lighting systems, optimizing both indoor and greenhouse growing environments for year-round production, and houses cannabis cultivation, tissue culture, packaging, and distribution operations.

Johns facility continues to expand its capabilities with the addition of a 10th greenhouse recently approved for operations, each spanning 35,000 square feet.

To further enhance production, four new dry rooms (750 square feet each) have been completed to support increased cannabis output.

The site also features a 1,600-square-foot tissue culture lab designed to house a proprietary strain catalog, support R&D initiatives, and facilitate future advancements in cannabis technology.

To streamline operations, the facility is implementing enhanced automation for cultivation and packaging, improving overall efficiency.

Additionally, a fully integrated onsite distribution team ensures seamless product delivery to dispensary locations across Florida.

As part of our continued growth, we have established a new processing facility in Jacksonville located on Bowden Rd., dedicated to cannabis extraction, distillation, and derivative product manufacturing.

This 7,000-square-foot facility supports the production of vapes, tinctures, and other infused products, including our in-house edibles.

To ensure the highest standards of quality and safety, the facility is equipped with rigorous internal testing processes, maintaining compliance with industry best practices.

This expansion strengthens our ability to deliver a diverse range of cannabis products of the highest quality standards while upholding our commitment to efficiency, innovation, and meeting market demand.

We currently operate Nevada distribution activities, primarily for the transport of our products between our cultivation, production, and dispensing operations, out of our 16,100 square foot cultivation facility located in Las Vegas (Clark County).

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All distribution licenses held by us in the State of Nevada have been issued to MMDC.

We currently operate California distribution activities at our licensed facility in Santa Ana, California to receive cannabis products purchased from our vendors prior to placement in the Planet 13 OC Superstore.

Following the Arrangement which closed on March 2, 2022, we, through our wholly-owned subsidiary, NGW, LLC, which is licensed by the State of California to produce, distribute and sell products throughout the State, distribute our cannabis products from Facilities A and C to California-licensed wholesale customers.

We have three Nevada dispensary licenses, one for medical and two for the sale of adult-use product.

We currently conduct cannabis distribution operations at our licensed facilities in Coalinga and Santa Ana, California.

At our Santa Ana distribution location, we receive cannabis products from third-party vendors before they are placed in the Planet 13 OC Superstore.

We operate through our wholly owned subsidiary, NGW, LLC, which is licensed by the State of California to cultivate and manufacture and distribute cannabis.

Our operations include supplying our Planet 13 OC retail store, wholesaling to other California-licensed businesses from Facilities A and C and selling to California retail customers through our own license and third-party distributors.

We currently conduct cannabis distribution operations from our licensed cultivation and production facilities in Jacksonville Florida for the transport of our products between our cultivation, production and dispensing operations in the State of Florida.

We have two Nevada dispensary licenses, one for medical and adult-use and one for the sale of adult-use products.

Since 2018, the Planet 13 Las Vegas Superstore, approximately 23,000 square feet of retail space located adjacent to the Las Vegas Strip, has housed one medical and one adult-use license.

The Planet 13 Las Vegas Superstore has the capacity to serve between 3,000 and 5,000 customers per day through its new, enhanced dispensary.

We intend to build out the balance of the Planet 13 Las Vegas Superstore location with ancillary services such as a potential cannabis lounge in a segregated area of the facility where patrons will be able to consume products that have been purchased at the dispensary.

The Planet 13 Las Vegas Superstore also houses our corporate offices.

Prior to relocating to the Planet 13 Las Vegas Superstore, the licenses operated out of the Medizin Facility, a 2,300 square foot facility located approximately six miles off the Las Vegas Strip.

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In December 2022, we were approved for a retail attached cannabis consumption lounge prospective license, and in October 2023, our prospective license was converted to conditional status.

We continue to develop our buildout and operational plans.

We operate one dispensary in California, the Planet 13 OC Superstore, which occupies approximately 25,600 square feet of retail space on Warner Avenue in the City of Santa Ana located in Orange County.

On April 5, 2024, Planet 13’s first consumption lounge, DAZED!, opened at its flagship Las Vegas SuperStore, introducing a new level of cannabis hospitality and entertainment.

The 3,000-square-foot lounge is designed to provide an upscale, immersive experience with VIP booths, expertly crafted canna-cocktails, and live entertainment.

We operate one dispensary in California, the Planet 13 OC retail store, which occupies approximately 25,600 square feet of retail space on Warner Avenue in the City of Santa Ana located in Orange County.

On March 3, 2023, we submitted a request to the DCC to add a medical designation to our dispensary license which will allow for the sale of medical cannabis products from the Planet 13 OC Superstore.

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Our Florida MMTC license authorizes us to dispense medical marijuana to qualified patients and caregivers.

As of the date of this report, we have entered into four leases for dispensing locations in Florida which remain subject to completion of tenant improvements and regulatory inspection prior to sales to customers.

We operate 80,000 square feet of combined retail space across 30 active dispensary locations, strategically positioned to serve key markets.

These locations are designed to provide a high-quality customer experience, with a focus on product variety, accessibility, and compliance with state regulations.

Please see Table 1 below for a list of the cannabis licenses issued to us in each state.

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Nye County, NV

December 31, 2024

June 30, 2025

Clark County, NV

March 31, 2025

Medicinal / Adult-Use Retailer

Medical/Adult-Use

Nevada-Tribal

Cultivation/Production

Medical / Adult-Use Retailer

Santa Ana, CA

April 17, 2025

Medical / Adult-Use Distribution

Medical / Adult-Use Retailer

Santa Ana, CA

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Cultivation, Medium Indoor

Planet 13 Florida

October 26, 2024

VidaCann, LLC

July 24, 2026

Planet 13 Illinois

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We offer our customers a diverse range of products, including cannabis flowers, cannabis concentrates and cannabis-infused products.

In total, we currently offer over 100 cannabis strains at our dispensaries, up to 20 of which are proprietary strains grown in-house in Nevada and up to 15 strains grown at the recently acquired Next Green Wave cultivation facility in California, covering the entire cannabis spectrum.

We believe that carrying a popular variety of strains of medical and adult-use cannabis is essential to long-term success.

Each strain of medical cannabis is different.

Some of the factors that impact whether a particular strain may be right for a customer include levels of THC and/or CBD and whether the plant strain is a Sativa, Indica or Hybrid genetic variant.

In total, we currently offer over 154 cannabis strains at our dispensaries, including up to 79 unique strains cultivated in Florida, 22 of which originate from Nevada, up to 60 strains grown in Nevada, and up to 15 strains cultivated at our cultivation facility in California, 2 of which also originate from Nevada, covering the entire cannabis spectrum.

We believe that we can gain a competitive advantage by growing high yielding strains which are good extractors and which mature in a short growing cycle while still providing the desired THC profile.

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Food and Drug Administration (“ FDA ”) has not recognized or approved cannabis as safe or effective for any indication.

Our cultivation, production, distribution and marketing business is currently focused on the medical and adult-use segments, with product offerings sold through our own licensed retail dispensaries as well as third party dispensaries in both California and Nevada.

Our cultivation, production, distribution and marketing business is currently focused on the medical and adult-use segments, with product offerings sold through our own licensed retail dispensaries in California, Florida, Illinois and Nevada as well as third party dispensaries in both California and Nevada.

Principal Products

We currently operate the Planet 13 Las Vegas Superstore, a 24,000 square foot licensed cannabis dispensary located near the Las Vegas Strip, from which we:

(i) dispense medical (Medizin) and retail (Planet 13) product lines and provides customer experiences through entertainment features; (ii) provide the consultation, education and convenience services described below; and (iii) own and operate Trece Eatery + Spirits as well as operate a non-cannabis retail merchandise store and event space.

We currently operate the Planet 13 Las Vegas Superstore, a 24,000 square foot licensed cannabis dispensary inside the Planet 13 Las Vegas Entertainment Complex, located near the Las Vegas Strip, from which we:

Consumption Lounge as well as operate a non-cannabis retail merchandise store and event space.

Our principal products are cannabis and cannabis-infused items sold to consumers in the medical and retail cannabis markets in the State of Nevada.

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These products are sold in-store and wholesale to 57 other dispensaries in Nevada.

We also operate the Medizin dispensary, reopened in November 2020, and operate the Planet 13 OC Superstore dispensary in Santa Ana, California which opened on July 1, 2021.

Through our cultivation and production facilities in Nevada and California, we manufacture and sell brands at wholesale to licensed dispensaries.

With respect to retail operations, we compete with other retail license holders across Nevada and California.

We also operate the Medizin dispensary, reopened in November 2020, and operate the Planet 13 OC Superstore dispensary in Santa Ana, California which opened on July 1, 2021 and operate the Planet 13 dispensary in Waukegan, Illinois,

In Florida we operate 30 medical dispensaries throughout the state that encompass over 80,000 square feet of retail space and offer up to 79 unique strains grown by us to medical patients.

Through our cultivation and production facilities in Nevada and California, we manufacture and sell brands at wholesale to licensed dispensaries in addition to selling these products in our own dispensaries.

Our cultivation and production facilities in Florida supply products exclusively to our 30 medical dispensaries in the state.

With respect to retail operations, we compete with other retail license holders across California, Florida, Illinois and Nevada.

In addition to physical dispensaries, we also compete with third-party delivery services which provide direct-to-consumer delivery services in Nevada and California.

In terms of cultivation and production, we compete with other licensed cultivators and operators in Nevada, California, and other states in which we may operate in the future.

In terms of cultivation and production, we compete with other licensed cultivators and operators in California, Florida, Nevada and other states in which we may operate in the future.

Other than the Nevada state cap on licenses and California local jurisdictional caps on licenses, the retail markets in Nevada and California have fewer barriers to entry and more closely reflect free market dynamics typically seen in mature retail and manufacturing industries.

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However, given that we have entered the Nevada and California cannabis market at an early stage, management views our market share as less at risk than operators without a current operating footprint.

Management also believes that there are a number of illegally operating dispensaries and cultivators in Nevada and California which serve as competition to us.

Management also believes that there are a number of illegally operating dispensaries and cultivators in California, Florida, Illinois and Nevada which serve as competition to us.

We expect, however, that the majority of these illegal dispensaries and cultivators will be forced to cease operations in the near-term.

See “ Risk Factors.

In Florida, we compete with 22 other master license holders.

There is no limit as to the number of medical dispensary locations an individual operator can open.

All products sold in medical dispensaries have to be grown and products by the licensee under a fully vertically integrated operational requirement.

There is no wholesale market in the State of Florida.

In Illinois we operate one retail dispensary and compete against 240 other dispensary locations throughout the state.

There is a ten (10) store cap on licensed locations that can be owned or controlled by an individual operator or affiliated group.

The main raw materials and components used in the production of our products are cannabis seeds and clones, water, plant nutrients, and electricity.

Water for our Clark County, Nye County, and Fresno County operations is obtained from the respective municipal water systems.

Water for our Clark County, Nye County, Fresno County and Saint Johns County operations is obtained from the respective municipal water systems.

The price of water is determined by the respective local governments.

Raw materials include soil, nutrients, organic integrated pest and disease management, environmental supplementation, disposable supplies, and other miscellaneous inputs, all of which are readily available from multiple sources at wholesale or lower prices.

There have been potential seasonal fluctuations observed in the first few years of operations at the Planet 13 Las Vegas Superstore, reflective of the Las Vegas market specifically, as well as industry-wide cannabis-themed holidays and events.

These potential seasonal fluctuations have been interrupted by the COVID-19 pandemic, which have presented the industry and the Planet 13 Las Vegas Superstore with a unique set of opportunities and challenges.

As at the date hereof, we do not know the long-term impact that the COVID-19 pandemic will have on the previously observed trends.

Our Planet 13 OC Superstore location opened July 1, 2021 and has a limited operating history.

We are continuing to monitor the seasonal fluctuations at this location.

There have been seasonal fluctuations observed in the Planet 13 Las Vegas Superstore operations, reflective of the Las Vegas market specifically, as well as industry-wide cannabis-themed holidays and events.

These potential seasonal fluctuations have presented the industry and the Planet 13 Las Vegas Superstore with a unique set of opportunities and challenges.

Our Planet 13 OC location opened on July 1, 2021, and has more limited seasonal fluctuations at this location.

Our Illinois dispensary has a limited operational history, and we continue to monitor the seasonal fluctuations at this location.

Operations across our 30 medical dispensary locations in Florida are also subject to seasonal fluctuations, with the summer months (June- October period) seeing a marginal decrease in demand.

Intellectual Property

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Human Capital

As of December 31, 2023, we employed approximately 566 full-time and 59 part-time employees, and anticipate that number will increase as we expand our operations in California, Florida, Illinois, and Nevada.

As of December 31, 2024, we employed approximately 900 full-time and 100 part-time employees, and we anticipate that number will increase as we expand our operations in California, Florida, Illinois, and Nevada.

Full time employees are distributed among several departments, including sales, management and administration, security, cultivation, operations, marketing, facilities, human resources, finance, accounting and legal.

In order to ensure that the motivation, integrity and culture of our team stays strong, our Board of Directors (the “ Board ”) and executive team put significant focus on our human capital resources.

We are committed to diversity and to providing equal employment opportunities to all employees and applicants.

We are committed to providing equal employment opportunities to all employees and applicants.

This commitment extends to all of our employment practices including recruiting, hiring, training, promotions, and benefits.

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As of December 31, 2024, and despite the conflict with U.S.

federal law, at least 39 states, the District of Columbia, the Commonwealth of the Northern Mariana Islands, Guam, Puerto Rico, and the U.S.

federal law, at least forty (40) states, the District of Columbia, the Commonwealth of the Northern Mariana Islands, Guam, Puerto Rico, and the U.S.

Virgin Islands have legalized cannabis for medical use.

Twenty-one of those states and the District of Columbia, the Commonwealth of the Northern Mariana Islands, and Guam have legalized the adult use of cannabis for recreational purposes.

While technically illegal, the U.S.

federal government’s approach to enforcement of such laws has, at least until recently, trended toward non-enforcement.

Twenty-four (24) of those states and the District of Columbia, the Commonwealth of the Northern Mariana Islands, and Guam have legalized the adult use of cannabis for recreational purposes.

Although cannabis remains federally illegal, the U.S.

government has largely deprioritized enforcement in recent years, shifting toward a more lenient approach—though this trend has shown signs of potential change.

On August 29, 2013, the U.S.

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I'm calling on all governors to pardon simple state marijuana possession offenses ...

I'm asking [Secretary of Health and Human Services Becerra] and the Attorney General to initiate the process of reviewing how marijuana is scheduled under federal law." Despite these statements which appear positive for the nascent cannabis industry, there is no guarantee that cannabis will be rescheduled federally, that current state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions.

Unless and until the United States Congress amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S.

I'm asking [Secretary of Health and Human Services Becerra] and the Attorney General to initiate the process of reviewing how marijuana is scheduled under federal law." Unless and until the United States Congress amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S.

Currently, in the absence of uniform federal guidance, as had been established by the Cole memorandum, enforcement priorities are determined by respective United States Attorneys.

Following President Biden’s October 6, 2022, announcement, the Department of Health and Human Services (HHS) formally recommended in August 2023 that the Drug Enforcement Administration (DEA) reclassify marijuana from a Schedule I to a Schedule III controlled substance under the Controlled Substances Act (CSA).

This recommendation, if adopted, would recognize cannabis as having accepted medical uses and significantly reduce regulatory burdens on the industry, including tax restrictions under Section 280E of the Internal Revenue Code.

As of early 2025, the DEA is still reviewing HHS’s recommendation but has not issued a final decision.

Rescheduling to Schedule III would not legalize marijuana federally but would shift enforcement priorities and potentially open avenues for expanded research, banking access, and interstate commerce.

However, cannabis would remain illegal for adult-use under federal law unless explicitly authorized by Congress.

In December 2023, President Biden reaffirmed his administration’s commitment to cannabis reform, granting additional pardons for federal simple possession convictions and urging further action on criminal justice reform.

Meanwhile, the SAFE Banking Act, which would allow cannabis businesses to access traditional banking services, has passed the Senate Banking Committee but remains stalled in Congress.

Despite these developments, federal enforcement remains inconsistent.

The Department of Justice (DOJ) has not issued a formal cannabis enforcement policy, leaving discretion to U.S.

Attorneys in each jurisdiction.

While federal prosecution of state-legal cannabis businesses remains rare, uncertainty persists as long as cannabis remains federally illegal.

On January 20, 2025, Donald J.

Trump was sworn in for his second term as President of the United States.

In the months following his inauguration, President Trump has expressed support for reclassifying marijuana from a Schedule I to a Schedule III controlled substance under federal law, acknowledging its potential medical benefits.

Additionally, President Trump endorsed the legalization of marijuana in Florida, backing Amendment 3.

In the November 5, 2024, election, Florida’s Amendment 3, which sought to legalize recreational marijuana for adults aged 21 and over, received 56% support from voters.

However, it failed to meet the 60% supermajority threshold required to amend the state constitution, resulting in the measure's defeat.

These positions suggest a shift toward a more permissive federal stance on cannabis, though comprehensive federal legalization has not yet been proposed.

Following the Department of Health and Human Services’ 2023 recommendation, the DEA is still reviewing whether to reclassify cannabis from a Schedule I to a Schedule III controlled substance.

This change would recognize medical uses and alleviate some regulatory burdens but would not fully legalize cannabis at the federal level.

Delays in the DEA's decision have led to ongoing uncertainty within the industry.

Meanwhile, legislative efforts continue, with the Cannabis Administration and Opportunity Act (CAOA) seeking to decriminalize cannabis, expunge certain convictions, and promote social equity.

However, the bill faces bipartisan hurdles in Congress.

Similarly, the SAFE Banking Act, aimed at providing cannabis businesses with access to traditional banking services, has been reintroduced but remains stalled, leaving many cannabis businesses operating in cash-only environments.

As of February 13, 2025, if the DEA moves forward with rescheduling or Congress advances legalization efforts, it could mark the most significant shift in federal cannabis regulation in decades.

While the future of federal cannabis policy remains in flux, 2025 could be a pivotal year for reform.

If key decisions—such as DEA rescheduling or congressional action—move forward, it could reshape the legal landscape of cannabis in the United States.

Until then, the industry continues to navigate complex regulatory and financial hurdles as it awaits definitive federal action.

In addition to federal illegality and uncertainty of state-driven legalization frameworks for cannabis operators within the U.S., it may potentially be a violation of federal anti-money laundering statutes for financial institutions to take any proceeds from the sale of cannabis or any other Schedule I controlled substance.

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While there is strong support in the public and within Congress for the SAFE Banking Act and similar legislation, there can be no assurance that it will be passed as presently proposed or at all.

In April 2023, the bill was reintroduced as H.R.

1323, with the Senate Banking Committee approving it in September 2023.

In 2024, the bill was revised and rebranded as the SAFER Banking Act (S.

2860), broadening its regulatory scope.

The Senate Banking Committee advanced the SAFER Banking Act in late 2024, but as of February 13, 2025, it has yet to receive a full Senate vote.

While momentum for cannabis banking reform continues, financial institutions remain restricted in providing services to the industry, creating operational challenges and cash-handling risks for cannabis businesses.

Although the Cole Memorandum and 2014 DOJ Memorandum have been rescinded, Congress has used the Joyce Amendment, previously known as the Rohrabacher-Farr and the Rohrabacher-Leahy Amendment, as a rider provision in the FY 2015, 2016, 2017, 2018, 2019, 2020, and 2021 Consolidated Appropriations Acts and accompanying stopgap spending measures to prevent the federal government from using congressionally appropriated funds to enforce federal marijuana laws against regulated medical cannabis actors operating in compliance with state and local law.

President Joe Biden became the first president to propose a budget with the Joyce Amendment included.

Most recently, on December 29, 2022, the Joyce Amendment was renewed through the signing of the "Consolidated Appropriations Act, 2023" which extended the protections for the medical cannabis industry until September 30, 2023.

On December 29, 2022, the Joyce Amendment was renewed through the signing of the "Consolidated Appropriations Act, 2023" which extended the protections for the medical cannabis industry until September 30, 2023.

Most recently, the Joyce Amendment was renewed through the signing of the Consolidated Appropriations Act, 2024 in January 2024, extending protections for the medical cannabis industry through the current fiscal year.

The amendment, which has been included in federal spending bills since FY 2015, continues to prevent the Department of Justice from using congressionally appropriated funds to interfere with state-legal medical cannabis operations.

However, its future remains uncertain as broader federal cannabis reform efforts, including the SAFE Banking Act and descheduling proposals, continue to face legislative challenges.

As of February 13, 2025, more than half of U.S.

states have legalized cannabis for adult use, and an even greater number permit medical cannabis.

While federal prohibition remains, momentum for reform is increasing, including proposed rescheduling under the Controlled Substances Act and discussions on comprehensive legalization.

Despite the legal, regulatory, and political obstacles the cannabis industry currently faces, the industry has continued to grow.

It was anticipated that the federal government would eventually repeal the federal prohibition on cannabis and thereby leave the states to decide for themselves whether to permit regulated cannabis cultivation, production and sale, just as states are free today to decide policies governing the distribution of alcohol or tobacco.

Given current political trends, however, these developments are considered unlikely to materialize in the near-term.

As an industry best practice, despite the recent rescission of the Cole Memorandum, we intend to abide by the following to ensure compliance with the guidance provided by the Cole Memorandum:

We intend to abide by the following to ensure compliance with the guidance provided by the Cole Memorandum:

ensure that our operations are compliant with all licensing requirements as established by the applicable state, county, municipality, town, township, borough, and other political/administrative divisions;

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For example, under Nevada cannabis laws, any beneficial holder of any of our securities, regardless of the number of shares, may be required to file an application, be investigated, and have his or her suitability as a beneficial holder of the voting securities determined if the CCB has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada.

In June 2023, Nevada Governor Joe Lombardo signed legislation increasing the legal possession limits for cannabis.

Effective January 1, 2024, adults aged 21 and over may legally possess up to 2.5 ounces of cannabis or up to 0.25 ounces of THC concentrate, an increase from the previous limits of 1 ounce of cannabis and 0.125 ounces of THC concentrate.

Additionally, the Nevada Cannabis Compliance Board (CCB) has continued to oversee the state’s cannabis industry, ensuring strict regulation of licensing and operations to protect public health and safety.

As of January 21, 2025, the CCB welcomed Major General Ondra L.

Berry as a new board member, appointed by Governor Lombardo.

These developments reflect Nevada's ongoing efforts to adapt its cannabis regulations, balancing industry growth with public safety considerations.

In addition, vertical integration is neither required nor prohibited.

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In December 2022, we were approved for a retail attached cannabis consumption lounge prospective license and continue to develop our buildout and operational plans.

On April 5, 2024, Planet 13’s first consumption lounge, DAZED!, opened at its flagship Las Vegas SuperStore Entertainment Complex.

Our licenses are in good standing and we, through MMDC, are in compliance with Nevada’s cannabis regulatory program.

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(i) access to the area where cannabis consumption is allowed is restricted to persons 21 years of age and older, (ii) cannabis consumption is not visible from any public place or non-age-restricted area, and (iii) the sale or consumption of alcohol or tobacco is not allowed on the premises.

In 2024, the DCC intensified its enforcement actions to protect consumers.

The department oversaw more than 480 embargoes, preventing thousands of potentially adulterated products from reaching consumers.

Additionally, the Unified Cannabis Enforcement Task Force seized over $254 million worth of unlicensed cannabis products throughout the year.

In October 2024, Governor Gavin Newsom signed Assembly Bill 1775, effective January 1, 2025, allowing cannabis dispensaries and lounges to prepare and sell non-psychoactive food and non-alcoholic beverages, and to host live music and performances.

This legislation aims to boost revenue for legal dispensaries and provide consumers with enhanced experiences.

California Reporting Requirements

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Only qualified physicians who have successfully completed a medical cannabis educational program can register patients on the Florida Office of Medical Marijuana Use Registry.

In the November 5, 2024, election, Florida’s Amendment 3, which sought to legalize recreational marijuana for adults aged 21 and over, received 56% support from voters.

However, it failed to meet the 60% supermajority threshold required to amend the state constitution, resulting in the measure's defeat.

Following this outcome, proponents of marijuana legalization are considering a subsequent ballot initiative campaign for 2026.

The state continues to operate a regulated medical marijuana program, with ongoing discussions and legislative activities focused on potential reforms and expansions in the future.

As of March 2025, the Company operates thirty (30) dispensaries in Florida, expanding its retail footprint to serve medical cannabis patients across the state.

Additionally, two stores in Orange Park and Port Richey are pending state approval for opening with three more locations in Edgewater, Pace and Sarasota expected to open in the coming months pending county review and approval.

Florida Reporting Requirements

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At this time the OMMU has not implemented a statewide seed-to-sale tracking system.

Additionally, the OMMU also maintains a patient and physician registry and the licensee must comply with all requirements and regulations relative to the provision of required data or proof of key events to said system in order to retain its license.

Florida requires all MMTCs to abide by representations made in their original application to the State of Florida or any subsequent variances to same.

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Florida License and Regulatory Compliance

We, through our subsidiary, Planet 13 Florida, hold the MMTC license and are in compliance with applicable licensing requirements and the regulatory framework enacted by the State of Florida.

We, through our subsidiary, VidaCann LLC, hold the MMTC license and are in compliance with applicable licensing requirements and the regulatory framework enacted by the State of Florida.

We have retained Florida regulatory consultants with experience to advise us on regulatory requirements and updates in that state.

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Illinois Reporting Requirements

The state of Illinois uses BioTrackTHC as its computerized track-and-trace system for seed-to-sale reporting.

As of February 2025, Illinois has transitioned from using BioTrackTHC to Metrc as its official seed-to-sale tracking system for cannabis.

The implementation of Metrc is expected to improve compliance monitoring, streamline reporting processes, and bolster public safety within Illinois’ cannabis market.

Individual licensees, whether directly or through third-party integration systems, are required to push data to the state to meet all reporting requirements.

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Cannabis Industry

We have a material direct involvement in the cannabis industry in Nevada and California.

Currently, we are directly engaged in the cultivation, manufacture and production, possession, use, sale and distribution of cannabis in the medical and adult-use cannabis marketplace in Nevada and California, and we are engaged in the dispensing of adult-use cannabis in Illinois.

As of December 31, 2023, we hold an MMTC license in Florida.

See Recent Developments for further information related to the Company’s Florida operations and its planned acquisition of VidaCann, LLC.

We are actively engaged in the cultivation, manufacturing, production, possession, use, sale, and distribution of cannabis for both medical and adult use in Nevada and California, for medical use only in Florida, and in the dispensing of adult-use cannabis in Illinois.

See Recent Developments for further information related to the Company’s Florida operations and its acquisition of VidaCann, LLC.

As of December 31, 2024, virtually all of our assets and revenues are directly attributable to the medical and adult-use cannabis market.

We hold cultivation, production, dispensary, and distribution licenses for the State of Nevada and cultivation, manufacturing, dispensary, and distribution licenses for the State of California.

As previously stated, violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture.

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Our operations in the U.S.

cannabis industry are presently only in the States of Nevada and California and we currently hold licenses in Illinois and Florida.

We may, in future periods, expand our operations outside of Nevada and California and intend to restrict such future expansion to:

cannabis industry are presently only in the States of Nevada and California, Illinois and Florida.

We may expand our operations outside of Nevada and California and intend to restrict such future expansion to:

(i) only those states that have enacted laws legalizing cannabis; and (ii) only those states where we can comply with state (and local) laws and regulations and have the licenses, permits or authorizations to properly carry on each element of our business.

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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-K

Item 1. Business