11 unchanged sentences
There is uncertainty surrounding the U.S.
−Removed: federal government and Attorney General Merrick B.
−Removed: Garland and their influence and policies in opposition to the cannabis industry.
+Added: federal government and Attorney General Pam Bondi and their influence and policies in opposition to the cannabis industry as a whole, and their actions could result in significant fines, penalties, convictions or criminal charges, which could have a material adverse effect on us.
The industry in which we operate is still developing and subject to extensive regulation.
We face risks due to industry immaturity or limited comparable, established industry best practices.
−Removed: The size of our target market is difficult to quantify and investors will be reliant on their own estimates on the accuracy of market data.
Our sales and marketing activities and enforcement of contracts may be hindered by regulatory restrictions.
2 unchanged sentences
Our operations may become the subject of heightened scrutiny, which may lead to the imposition of additional restrictions.
+Added: on our operations
Regulatory scrutiny of the industry in which we operate may negatively impact our ability to raise additional capital.
3 unchanged sentences
We may incur significant tax liabilities due to limitations on tax deductions and credits under section 280E of the Internal Revenue Code of 1986, as amended, (the “ Code ”).
−Removed: State and local governments may heavily regulate brands and forms of cannabis products.
+Added: State and local governments may heavily regulate brands and forms of cannabis products, and there is no guarantee that our proposed products and brands will be approved for sale and distribution in any state
We may have difficulty accessing the service of banks and processing credit card payments in the future.
4 unchanged sentences
We may become subject to FDA or ATF regulation that may have an adverse effect on our business, and we may be subject to negative clinical trials.
−Removed: Some of our planned business activities are contingent upon approval by the State of Nevada.
We could be subject to criminal prosecution or civil liabilities under RICO.
1 unchanged sentence
bankruptcy protections.
−Removed: We face risks related to the material weaknesses in our internal control over financial reporting.
Risks Related to our Business and Operations
10 unchanged sentences
We may encounter unknown environmental risks that may delay the development of our businesses.
−Removed: Threats to our information technology system and potential cyber-attacks and security breaches could have a material adverse effect on our business.
+Added: Threats to our information technology system and potential cyber-attacks and security breaches could have a material adverse effect on our business.,reputation and financial condition
Our business is subject to risks and hazards for which we may not be able to obtain insurance coverage.
−Removed: Our business faces risks of exposure to product liability claims, regulatory action, complaints, enforcement action and litigation.
−Removed: We may become party to litigation from time to time in the ordinary course of business.
+Added: Our business faces risks of exposure to product liability claims, regulatory action, complaints, enforcement action and litigation that could prevent or inhibit the commercialization of our potential products and have a material adverse effect on us.
+Added: We may become party to litigation from time to time in the ordinary course of business which could d have a material adverse effect on us
Product recalls could lead to decreased demand for our products.
1 unchanged sentence
We rely on our executive officers, our key research and development personnel and our key growth and extraction personnel for our future success, and if any such persons were unable to continue in their present positions, we might not be able to replace them.
−Removed: We could be liable for fraudulent or illegal activity by our employees, contractors and consultants.
−Removed: In certain circumstances, our reputation could be damaged.
+Added: We could be liable for fraudulent or illegal activity by our employees, contractors and consultants, resulting in significant financial losses and claims against us
+Added: In certain circumstances, our reputation could be damaged, resulting in a material adverse effect on our business
Unfavorable publicity or consumer perception could lead to a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows.
−Removed: Any significant interruption or negative change in the availability or economics of our supply chain could have a materially adverse impact on our business.
+Added: Because of our reliance on key inputs and their related costs, any significant interruption or negative change in the availability or economics of our supply chain could have a materially adverse impact on our business.
We are a holding company and are dependent on the earnings and distributions by our subsidiaries.
The termination of any of our leases may have a material adverse effect on our business, financial condition and prospects.
−Removed: Competition for the acquisition and leasing of properties suitable for cannabis activities may impede our ability to make acquisitions or increase the cost of these acquisitions.
+Added: Competition for the acquisition and leasing of properties suitable for cannabis activities may impede our ability to make acquisitions or increase the cost of these acquisitions, which could adversely affect our operating results and financial condition.
We face costs of maintaining a public listing and reporting requirements which could adversely affect our business, financial condition and results of operations.
7 unchanged sentences
We may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.
−Removed: The issuance of a significant number of shares of Common Stock in connection with the Pending Transaction with VidaCann LLC could adversely affect the market price of our Common Stock.
−Removed: We may not consummate the Pending Transactions with VidaCann LLC.
+Added: The issuance of a significant number of shares of Common Stock in connection with potential equity financings or future acquisitions could adversely affect the market price of our Common Stock.
Risks Related to Intellectual Property
10 unchanged sentences
It may be difficult for U.S.
−Removed: holders of the Common Stock to resell them over the CSE.
+Added: holders of the Common Stock to resell them over the CSE or at all.
Future sales of the Common Stock by existing shareholders could reduce the market price of the Common Stock.
32 unchanged sentences
There is uncertainty surrounding the U.S.
−Removed: federal government and Attorney General Merrick B.
−Removed: Garland and their influence and policies in opposition to the cannabis industry as a whole, and their actions could result in significant fines penalties, convictions or criminal charges, which could have a material adverse effect on us.
+Added: federal government and Attorney General Pam Bondi and their influence and policies in opposition to the cannabis industry as a whole, and their actions could result in significant fines penalties, convictions or criminal charges, which could have a material adverse effect on us.
As a result of the conflicting views between state legislatures and the federal government regarding cannabis, investments in cannabis business in the United States are subject to inconsistent legislation and regulation.
15 unchanged sentences
Through September 30, 2021, DOJ appropriations prohibit use of funds for enforcement actions against medical cannabis.
−Removed: Garland was sworn in on March 11, 2021 as the 86th U.S.
−Removed: Attorney General, and it remains unknown what position he or President Biden’s administration will take regarding federal enforcement actions against the cannabis industry.
+Added: Pam Bondi was sworn in on February 5, 2025 as the 87th U.S.
+Added: Attorney General, and it remains unknown what position he or President Trump’s administration will take regarding federal enforcement actions against the cannabis industry.
With the repeal of the Cole Memorandum by former Attorney General Jeff Sessions, the Department of Justice could allege that we and our Board and, potentially our shareholders, “aided and abetted” violations of federal law by providing finances and services to our portfolio cannabis companies.
47 unchanged sentences
Our investors, directors, officers and employees may be subject to entry bans into the United States.
−Removed: Because cannabis remains illegal under United States federal law, those employed at or investing in legal and licensed Canadian cannabis companies could face detention, denial of entry or lifetime bans from the United States for their business associations with cannabis businesses.
+Added: Because cannabis remains illegal under United States federal law, foreign nationals employed by or investing in state legal and licensed cannabis companies could face detention, denial of entry or lifetime bans from the United States for their business associations with cannabis businesses.
Entry happens at the sole discretion of the U.S.
Customs and Border Protection (“ CBP ”) officers on duty, and these officers have wide latitude to ask questions to determine the admissibility of a foreign national.
−Removed: The government of Canada has started warning travelers on its website that previous use of cannabis, or any substance prohibited by United States federal laws, could mean denial of entry to the United States.
−Removed: Business or financial involvement in the legal cannabis industry in Canada or in the United States could also be reason enough for United States border guards to deny entry.
−Removed: On September 21, 2018, CBP released a statement outlining its current position with respect to enforcement of the laws of the United States.
−Removed: It stated that Canada’s legalization of cannabis will not change CBP enforcement of United States laws regarding controlled substances, and because cannabis continues to be a controlled substance under United States law, working in or facilitating the proliferation of the legal cannabis industry in U.S.
−Removed: states where it is deemed legal or Canada may affect admissibility to the United States.
+Added: Business or financial involvement in the legal cannabis industry in Canada or in the United States by foreign nationals could also be reason enough for United States border guards to deny entry.
+Added: On September 21, 2018, CBP released a statement outlining its current position with respect to enforcement of the laws of the United States laws regarding controlled substances, and because cannabis continues to be a controlled substance under United States law, working in or facilitating the proliferation of the legal cannabis industry in U.S.
+Added: states where it is deemed legal may affect admissibility to the United States.
As a result, CBP has affirmed that, employees, directors, officers, managers and investors of companies involved in business activities related to cannabis in the United States or Canada, like us, who are not United States citizens face the risk of being barred from entry into the United States for life.
−Removed: As described above, on October 9, 2018, CBP released an additional statement regarding the admissibility of Canadian citizens working in the legal cannabis industry.
−Removed: CBP stated that a Canadian citizen working in or facilitating the proliferation of the legal cannabis industry in Canada coming into the United States for reasons unrelated to the cannabis industry will generally be admissible to the United States; however, if such person is found to be coming into the United States for reasons related to the cannabis industry, such person may be deemed inadmissible.
Any entry bans against our investors, directors, officers and employees may have a material adverse effect on us.
61 unchanged sentences
This guidance does not provide any safe harbors or legal defenses from examination or regulatory or criminal enforcement actions by the DOJ, FinCEN or other federal regulators.
−Removed: Thus, most banks and other financial institutions do not appear to be comfortable providing banking services to cannabis-related businesses, or relying on this guidance, which can be amended or revoked at any time by the Biden administration.
+Added: Thus, most banks and other financial institutions do not appear to be comfortable providing banking services to cannabis-related businesses, or relying on this guidance, which can be amended or revoked at any time by the Trump administration.
In addition to the foregoing, banks may refuse to process debit card payments and credit card companies generally refuse to process credit card payments for cannabis-related businesses.
59 unchanged sentences
The publication of negative results of studies or clinical trials related to our proposed products or the therapeutic areas in which our proposed products will compete could have a material adverse effect on our sales.
−Removed: Some of our planned business activities are contingent upon the enactment of adoption of new regulations in the State of Nevada.
−Removed: Our objective is to build out a portion of the Planet 13 Las Vegas Superstore for use as an on-site cannabis consumption lounge as part of its phased expansion plans.
−Removed: We are in the process of converting our prospective consumption lounge license to conditional status after which we will be subject to final approval from CCB before becoming operational.
−Removed: There is no guarantee that the CCB will grant us the final license.
−Removed: Should we not be awarded the necessary license, we may be unable to position the reserved space at the Planet 13 Las Vegas Superstore to its highest and best intended use.
We could be subject to criminal prosecution or civil liabilities under RICO.
12 unchanged sentences
federal bankruptcy protections would be available, which would have a material adverse effect on us.
−Removed: We face risks related to the material weaknesses in our internal control over financial reporting .
−Removed: We are subject to various SEC reporting and other regulatory requirements.
−Removed: Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.
−Removed: Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.
−Removed: In addition, any testing we conduct in connection with Section 404 of the Sarbanes-Oxley Act, or the subsequent testing by our independent registered public accounting firm when required, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retrospective changes to our consolidated financial statements or identify other areas for further attention or improvement.
−Removed: Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of the Common Shares.
−Removed: We have identified material weaknesses in our internal controls over financial reporting.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: While we have undertaken substantial work to maintain effective internal controls and have taken action to remediate the material weaknesses identified in connection with the Restatement, we cannot be certain that we will be successful in our remediation efforts or in maintaining adequate internal controls over our financial reporting.
−Removed: As a result of the material weaknesses, management determined that our internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2023.
−Removed: If we fail to maintain an effective system of internal controls over financial reporting and disclosure controls and procedures, we may not be able to accurately determine our financial results or prevent fraud.
Risks Related to our Business and Operations
−Removed: The full effect of the COVID-19 pandemic on our operations is unknown at this time, and it may cause a significant negative effect on us in the future.
−Removed: We caution that current global uncertainty with respect to the spread of COVID-19 or its variants and its effect on the broader global economy may have a significant negative effect on us.
−Removed: While the continued impact of COVID-19 on us remains unknown, continued spread of COVID-19 or its variants may have a material adverse effect on global economic activity and can, and in some cases, has resulted in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could and may continue to affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to us.
−Removed: Long-term economic impacts relating to COVID-19 and state and national fiscal policy related to combatting the economic impacts of COVID-19 may have a long-term detrimental impact on customer spending, costs of customer acquisition, and may be a driver for rapid inflation which could negatively affect our customers’ discretionary spending capability or increase our materials and labor costs in future periods.
We face increasing competition that may materially and adversely affect our business, financial condition and results of operations.
13 unchanged sentences
Our reliance on our operations in limited jurisdictions means that adverse changes or developments could have a material adverse effect on our business.
−Removed: To date, our activities and resources have been primarily focused within the States of Nevada and California, and we have acquired or announced award of licenses in the States of Florida and Illinois in 2021.
−Removed: We expect to continue the focus on these states as we continue to review further expansion opportunities into other jurisdictions in the United States.
+Added: We expect to continue the focus on the states in which we currently operate as we review further expansion opportunities into other jurisdictions in the United States.
Adverse changes or developments within California, Florida, Illinois, or Nevada could have a material adverse effect on our ability to continue producing cannabis, and our business, financial condition and prospects.
8 unchanged sentences
In the event that any of our investments, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such investments in the United States were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation.
−Removed: This could restrict or otherwise jeopardize our ability to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada.
+Added: This could restrict or otherwise jeopardize our ability to declare or pay dividends, effect other distributions.
Increased prices and inflation could negatively impact our margin performance and our financial results.
3 unchanged sentences
We are a developing company and have only recently begun to generate positive cash flow.
−Removed: We have only recently begun to generate positive cash flow and opened the Planet 13 Las Vegas Superstore on November 1, 2018, and the Planet 13 OC Superstore on July 1, 2021.
It is extremely difficult to make accurate predictions and forecasts of our finances.
125 unchanged sentences
We are a holding company and are dependent on the earnings and distributions by our subsidiary, MMDC.
−Removed: We are a holding company and the vast majority of our assets are the capital stock of MMDC.
−Removed: As a result, our investors are subject to the risks attributable to MMDC.
−Removed: As a holding company, we conduct substantially all of our business through MMDC, which generates substantially all of our revenues.
−Removed: Consequently, our cash flows and ability to complete current or desirable future enhancement opportunities are dependent on the earnings of MMDC and the distribution of those earnings to us.
−Removed: The ability of MMDC to pay dividends and other distributions will depend on its operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by MMDC and contractual restrictions contained in the instruments governing its debt.
−Removed: In the event of a bankruptcy, liquidation or reorganization of MMDC, holders of indebtedness and trade creditors may be entitled to payment of their claims from the assets of MMDC before us.
−Removed: The termination of any of our leases may have a material adverse effect on our business, financial condition and prospects.
−Removed: We currently lease our production and cultivation facility, the Planet 13 Las Vegas Superstore, the Medizin dispensary in Las Vegas, Nevada, and the Planet 13 OC Superstore.
+Added: We are a holding company and the vast majority of our assets are the capital stock of our subsidiaries.
+Added: As a result, our investors are subject to the risks attributable to each of our subsidiaries.
+Added: As a holding company, we conduct substantially all of our business through subsidiaries in Nevada, Florida, California and Illinois, which generate substantially all of our revenues.
+Added: Consequently, our cash flows and ability to complete current or desirable future enhancement opportunities are dependent on the earnings of each subsidiary and the distribution of those earnings to us.
+Added: The ability of our subsidiaries to pay dividends and other distributions will depend on our subsidiaries’ operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained and contractual restrictions contained in the instruments governing its debt.
+Added: In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of indebtedness and trade creditors may be entitled to payment of their claims from the assets of our subsidiaries before us.
+Added: The termination of any of our material leases may have a material adverse effect on our business, financial condition and prospects.
+Added: In Nevada, we currently lease our production and cultivation facility, the Planet 13 Las Vegas Superstore, and the Medizin dispensary in Las Vegas.
+Added: In California, we lease our manufacturing facility in the City of Coalinga and our retail and distribution operations at Planet 13 Orange County, located in Santa Ana.
+Added: In Florida, we lease all our licensed cultivation, manufacturing, distribution, and retail locations.
Each of the leases specifically contemplates carrying on licensed cannabis activities pursued by us and through our subsidiaries at those locations.
−Removed: While we currently have a good relationship with each of our landlords, a termination of any of the leases by any of our respective landlords could have a material adverse effect on our business, financial condition and prospects.
+Added: While we currently have a good relationship with each of our landlords, a termination of any of our material leases by any of our respective landlords could have a material adverse effect on our business, financial condition and prospects.
Competition for the acquisition and leasing of properties suitable for the cultivation, production and sale of medical and adult use cannabis may impede our ability to make acquisitions or increase the cost of these acquisitions, which could adversely affect our operating results and financial condition.
46 unchanged sentences
Our officers and directors may be engaged in a range of business activities resulting in conflicts of interest.
−Removed: Although certain of our officers are bound by non-competition agreements limiting their ability to enter into competing and/or conflicting ventures or businesses during, and for a period of 12 months after, their employment with us, we may be subject to various potential conflicts of interest because some of our officers and directors may be engaged in a range of business activities.
+Added: Although certain of our officers are bound by non-competition agreements limiting their ability to enter into competing and/or conflicting ventures or businesses during, and for a period of twelve (12) months after, their employment with us, we may be subject to various potential conflicts of interest because some of our officers and directors may be engaged in a range of business activities.
In addition, our executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to us.
14 unchanged sentences
Our business, financial condition, results of operations, and cash flow may be negatively impacted by challenging global economic conditions.
−Removed: Disruptions and volatility in global financial markets and declining consumer and business confidence, including as a result of the COVID-19 pandemic, could lead to decreased levels of consumer spending.
+Added: Disruptions and volatility in global financial markets and declining consumer and business confidence, could lead to decreased levels of consumer spending.
Our operations could be affected by the economic context should the unemployment level, interest rates or inflation reach levels that influence consumer spending and, consequently, impact our sales and profitability.
4 unchanged sentences
Risks Related to our Acquisitions and Growth Strategy
−Removed: Our failure to successfully integrate acquired businesses, including NGW, their products and other assets, or if integrated, failure to further our business strategy, may result in our inability to realize any benefit from such acquisition.
+Added: Our failure to successfully integrate acquired businesses, their products and other assets, or if integrated, failure to further our business strategy, may result in our inability to realize any benefit from such acquisition.
We may grow by acquiring other businesses.
−Removed: For example, on March 2, 2022, we acquired NGW in the Arrangement, as previously described in this report.
+Added: For example, on March 2, 2022, we acquired NGW and on May 10, 2024, we completed the acquisition of VidaCann LLC., as previously described in this report.
The consummation and integration of any acquired business, product or other assets may be complex and time consuming and, if such businesses and assets are not successfully integrated, we may not achieve the anticipated benefits, cost-savings or growth opportunities.
16 unchanged sentences
Although we are not aware of any specific liabilities, such liabilities may be unknown and, accordingly, the potential monetary cost of such liability is also unknown.
−Removed: The issuance of a significant number of shares of our Common Stock in connection with the Pending Transaction with VidaCann LLC could adversely affect the market price of our Common Stock.
−Removed: The pending transaction with VidaCann LLC will result in a significant number of additional shares of Common Stock being issued and available for trading in the public market.
+Added: The issuance of a significant number of shares of our Common Stock in connection with potential equity financings or future acquisitions could adversely affect the market price of our Common Stock.
+Added: Potential equity financings and/or shares of common stock issued on future acquisitions could result in a significant number of additional shares of Common Stock being issued and available for trading in the public market.
The increase in the number of shares of our Common Stock may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, our Common Stock.
−Removed: We may not consummate the Pending Transactions with VidaCann LLC.
−Removed: There can be no assurances that the pending transactions with VidaCann LLC (the “ Pending Transaction ”) will be consummated on the terms described herein or at all, or that the consummation of the Pending Transactions will not be delayed beyond the expected closing dates.
−Removed: The completion of the Pending Transaction is subject to a number of closing conditions, some of which are out of our control.
−Removed: If the Pending Transaction is delayed, not consummated or consummated on terms different from those described herein, the market price of our Common Stock may decline.
Risks Related to Intellectual Property
28 unchanged sentences
As of March 26, 2025:
−Removed: Groesbeck owns, or controls or directs, directly or indirectly, a total of 38,974,609 shares of Common Stock, and 281,255 restricted share units (“ Restricted Share Units ” or “ RSUs ”), representing in the aggregate approximately 17.42% of the equity of the Company on a fully diluted basis; and (ii) Mr.
−Removed: Scheffler owns, or controls or directs, directly or indirectly, a total of 39,625,879 shares of Common Stock and 281,255 RSUs, representing in the aggregate approximately 17.71% of the equity of the Company on a fully diluted basis.
+Added: Groesbeck owns, or controls or directs, directly or indirectly, a total of 39,130,283 shares of Common Stock, representing in the aggregate approximately 11.35% of the equity of the Company on a fully diluted basis; and (ii) Mr.
+Added: Scheffler owns, or controls or directs, directly or indirectly, a total of 781,553 shares of Common Stock, representing in the aggregate approximately 11.54% of the equity of the Company on a fully diluted basis.
By virtue of their status as our principal shareholders, and by each being a director and/or our executive officer, each of Messrs.
7 unchanged sentences
federal income tax purposes, and we and our shareholders are subject to U.S.
−Removed: We are treated as a U.S.
−Removed: domestic corporation for U.S.
+Added: We are a U.S.
+Added: domestic corporation and operate for U.S.
federal income tax purposes under Section 7874(b) of the Code.
10 unchanged sentences
We do not have any net operating loss carry forwards or research and development credit carry forwards as of December 31, 2024, that would be subject to Section 382 of the Code.
−Removed: Furthermore, we will be subject to Canadian income tax on our worldwide income.
−Removed: Consequently, it is anticipated that we may be liable for both U.S.
−Removed: and Canadian income tax, which could have a material adverse effect on our financial condition and results of operations.
Because the shares of Common Stock are treated as shares of a U.S.
8 unchanged sentences
withholding taxes may not be available to such holder.
−Removed: Dividends received by non-resident holders of Common Stock who are U.S.
+Added: Dividends received by holders of Common Stock who are U.S.
holders will not be subject to U.S.
−Removed: withholding tax but will be subject to Canadian withholding tax.
−Removed: Because we will be considered to be a U.S.
+Added: withholding tax.
+Added: Because we are a U.S.
domestic company for U.S.
32 unchanged sentences
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.