What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-25 compared with 2025-03-26 · 61 added, 85 removed, 220 unchanged (40% of the section changed)

20 unchanged sentences

As of December 31, 2025, we held the following licensed operations in Nevada:

(a) one dual-licensed dispensary superstore adjacent to the Las Vegas Strip with 24,000 square feet of licensed dispensary (the “ Planet 13 Las Vegas Superstore ”), (b) one adult-use “neighborhood store” at 2,300 square feet of licensed dispensary (the “ Medizin dispensary ”), (c) three dual-licensed production facilities, one of which is co-located and customer-facing at the Las Vegas SuoperStore Entertainment complex with 18,500 square feet of licensed production, (d) three dual-licensed cultivation facilities, one with approximately 16,100 square foot indoor cultivation facility under perpetual harvest cycle, a second with 45,000 square feet co-located with our production license at that facility, and a small-indoor rural site in Beatty, Nevada that is expandable up to 2,300,000 square feet of greenhouse located on 80-acres owned by us, also co-located with our production license at that facility, and (e) one cannabis distribution license and (f) one cannabis consumption licence operating as DAZED!

Compsumption lounge, a 3,000 square foot location inside the Planet 13 Las Vegas Superstore Entertainment complex.

(a) one dual-licensed dispensary superstore adjacent to the Las Vegas Strip with 24,000 square feet of licensed dispensary (the “ Planet 13 Las Vegas Superstore ”), (b) one adult-use “neighborhood store” at 2,300 square feet of licensed dispensary (the “ Medizin dispensary ”), (c) three dual-licensed production facilities, one of which is co-located and customer-facing at the Las Vegas SuperStore Entertainment complex with 18,500 square feet of licensed production, (d) three dual-licensed cultivation facilities, one with approximately 16,100 square foot indoor cultivation facility under perpetual harvest cycle, a second with 45,000 square feet co-located with our production license at that facility, and a small-indoor rural site in Beatty, Nevada that is expandable up to 2,300,000 square feet of greenhouse located on 80-acres owned by us, also co-located with our production license at that facility, and (e) one cannabis distribution license and (f) one cannabis consumption license operating as DAZED!

Consumption lounge, a 3,000 square foot location inside the Planet 13 Las Vegas Superstore Entertainment complex.

Of the three Nevada cultivation facilities, The Company is currently only utilizing the one, 45,000 sq ft shared use cultivation/production facility, while the other two facilities are dark and reserved for future expansion, or potential sale.

At the Planet 13 Las Vegas Superstore Entertainment complex, we also offer ancillary services to our customers, including a restaurant (currently closed and awaiting a new tenant operator) with a liquor license, a retail store, and our online cannabidiol (“ CBD ”) store which also sells products in our facility.

As of December 31, 2025, we held the following licensed operations in California:

(“ NGW ” ) on March 2, 2022, as more fully discussed in Acquisitions below, one dual-use and two adult-use cultivation licenses along with a nursery license and distribution license at our 35,000 square foot cultivation facility, and one Type P production license at a 4,000 square foot facility.

As of May 5, 2022, we received notification that our application to enhance the Type P production license to Type 6 non-volatile extraction license had been approved by the California Department of Cannabis Control (“ DCC ”), to produce our existing product lines, including gummies, concentrates, chocolates, and beverages and distribute them for wholesale sales in California.

Further, on July 12, 2022, the DCC granted to NGW a cultivation processing license to trim, cure, dry, grade, package, and label the cannabis grown at NGW facilities.

(a) an adult-use dispensary superstore co-located with a distribution license at our 33,000 square foot facility in Santa Ana which we built and opened on July 1, 2021 (the “ Planet 13 OC Superstore ”), (b) one dual-use and two adult-use cultivation licenses along with a nursery license and distribution license at our 35,000 square foot cultivation facility, and one Type P production license at a 4,000 square foot facility.

The Company entered into a definitive agreement to sell its adult use dispensary superstore assets in Santa Ana, including the distribution license, which is pending regulatory approval as of December 31, 2025.

As of December 31, 2025, we are continuing capital outlays to utilize our Florida MMTC license issued by the Florida Department of Health that was acquired through our acquisition of VidaCann.

25 unchanged sentences

On February 3, 2023, we closed on the purchase of a dispensary location in the town of Waukegan, a suburb of the greater Chicago area, and on December 4, 2023, opened the Planet 13 Illinois dispensary to the public.

COVID-19 Update

Starting on February 10, 2022, COVID-19 protocols in Nevada no longer include mask mandates in Clark and Nye County, where we have operations, for all individuals within public indoor settings.

On March 1, 2022, the State of California changed mask requirements arising under the general industry safety order by Cal/OSHA, with a strong recommendation that masks were required statewide for unvaccinated individuals in indoor public settings and workplaces, as opposed to the previous requirement for mask use by unvaccinated individuals.

On May 3, 2021, Governor DeSantis signed an executive order stating, “all local COVID-19 restrictions and mandates on individuals and businesses are hereby ending all mask mandates in Florida from that time forward.”

On May 5 2023, the World Health Organization and former US president Joe Biden declared an end to the pandemic.

The disease continued to circulate during the year ended December 31, 2024 and into 2025.

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.

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.

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.

On August 28, 2023, the Company 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.

48 unchanged sentences

Foreign exchange gain (loss)

Change in fair value of warrants

Provision for stolen funds

Total Other Income (Expense)

6 unchanged sentences

Basic and diluted

We experienced a $17,903,796 increase in net revenue during the year ended December 31, 2024, when compared to the year ended December 31, 2023.

The increase is attributable to the inclusion of the VidaCann acquisition that closed on May 9, 2024.

We experienced a reduction in the number of customers at our Planet 13 Las Vegas Superstore location compared to the prior year, a decrease in revenue from the Planet 13 OC store, relatively flat wholesale revenue from the NGW cultivation operations in California, the full year addition of revenue from the Company’s Planet 13 Illinois dispensary in Waukegan that opened in December 2023 and a decrease in net wholesale revenue in Nevada.

Overall, net revenue increased by 18.2% during the year ended December 31, 2024, when compared to the year ended December 31, 2023.

We believe that the potential economic downturn and increase in inflation,combined to reduce the disposable income of our customers during the year ended December 31, 2024, and also had an impact on the number of customers and tourists visiting the Planet 13 Las Vegas Superstore and our other retail locations.

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Revenue, net of Discounts

We experienced a $13,030,137 decrease in net revenue during the year ended December 31, 2025, when compared to the year ended December 31, 2024.

The decrease is attributable to pricing compression across all markets, primarily driven by additional competition and the ongoing impact of the illicit market.

Overall, net revenue decreased by 11.2% during the year ended December 31, 2025, when compared to the year ended December 31, 2024.

We believe that the reduction in Las Vegas tourism, both domestic and international in 2025 disproportionately impacted the Las Vegas Market and in particular our Las Vegas Superstore location.

In addition, an overall reduction in the disposable income of our customers during the year ended December 31, 2025 also had a negative impact on the buying patterns and resulting revenue at our retail locations.

The Company saw decreases in revenue from both retail operations and wholesale operations during the year ended December 31, 2025.

In particular, the flower category suffered from intense price compression and oversupply in the market, contributing to the overall revenue decline in the period.

The decline in wholesale revenue during the year ended December 31, 2025 was most severe in the California market, prompting the Company's decision to exit the market at the end of the year.

Details of net revenue by product category are as follows:

2 unchanged sentences

Gross profit margin for the year ended December 31, 2025, was 38.6% compared to 48.2% for the year ended December 31, 2024.

The increase in gross profit margin for the year ended December 31, 2024 was a result of an increase in the percentage of sales coming from retail dispensary operations (with the addition of the VidaCann store network) when compared to the year ended December 31, 2023.

Retail operations have an inherently higher gross margin than wholesale operations.

The costs of internal cultivation have continued to trend down as we continue to improve our yields and cultivation efficiency across all of our cultivation facilities.

In addition, margin enhancement through the creation of internally generated brands, such as TRENDI, Leaf & Vine, HaHa Gummies, Dreamland Chocolate, HaHa Beverages and Medizin, continued to have a positive impact on gross margins during the year ended December 31, 2024, helping offset the lower margins received on the sale of wholesale product and sales to local customers in the State of Nevada.

The cost of internal cultivation at our VidaCann operations also improved during the year as upgrades and efficiency measures implemented have had a positive impact on yields and lower operational costs.

We anticipate that margins will trend upward as tourist customers return to Las Vegas and the Planet 13 Las Vegas Superstore in greater numbers and through our ability to grow our Florida retail operations.

Our premium cultivation facilities were operating near capacity during the years ended December 31, 2024, and December 31, 2023, respectively.

The amount of cannabis grown during the year was in line with the prior year.

Wholesale flower prices continued to be soft in both California and Nevada towards the latter half of the year ended December 31, 2024.

The price declines that were experienced during 2024 led to an overall decline in flower revenue during the year when compared to the year ended December 31, 2023.

Overall gross profit was $56,110,446 and $44,823,144 for the years ended December 31, 2024 and 2023 respectively, an increase of 25.2%.

The increase can be directly attributed.

to the inclusion of the VidaCann operations during the year ended December 31, 2024.

Overall gross profit was $39,872,708 and $56,110,446 for the years ended December 31, 2025 and 2024 respectively, a decrease of 28.9%.

The decrease in gross profit margin for the year ended December 31, 2025 was the result of several factors including:

price compression seen in retail sales channels, as well as in the Nevada and California wholesale markets, particularly in the flower category.

In addition, due to the high level of vertical integration in the Nevada and Florida markets, the Company faced issues related to over capacity at its cultivation and production facilities which led to an increase in aged inventory.

The Company increased its reserve for slow moving inventory by $3,619,463 during the year ended December 31, 2025 and has implemented additional strategies including a substantial reduction to its cultivation operations in Nevada to help prevent excess inventory build and reduce production costs.

California wholesale in the second half of the year was sold largely at, or below, cost to produce, further impacting overall margins.

The Company exited the California wholesale market at the end of December, 2025, which will have a positive impact on margin and overall profitability in 2026 and beyond.

General and Administrative Expenses

General and administrative (“ G&A ”) expenses (which includes non-cash share-based compensation expenses), increased by 0.9% during the year ended December 31, 2025, when compared to the year ended December 31, 2024.

The increase in G&A expenses incurred during the year ended December 31, 2024, was a result of the addition of the VidaCann operations and an inclusion of a full year of results from our Illinois operations.

These increases were partially mitigated by focused cost cutting initiatives undertaken by the Company, coupled with a reduction in share-based compensation expense recorded during the year ended December 31, 2024when compared to the year ended December 31, 2023.

The increase in G&A expenses incurred during the year ended December 31, 2025, was a result of the addition of the VidaCann operations, with only a partial period under the Company's ownership included in the prior years results.

In addition, the Company saw a substantial increase in its share-based compensation expense when compared to the year ended December 31, 2024.

These increases were almost entirely offset by focused cost cutting initiatives undertaken by the Company during the year.

Overall, excluding non-cash share-based compensation expenses, G&A expenses as a percentage of revenue equaled 49.9% for the year ended December 31, 2025, compared to 44.0% for the year ended December 31, 2024.

The percentage increase is a result of lower revenue and an increase in non-cash, share-based compensation in the year ended December 31, 2025 when compared to the prior year.

A detailed breakdown of G&A expenses is as follows:

9 unchanged sentences

Share-based compensation expense

Non-cash, share based compensation of $180,308 was recognized during the year ended December 31, 2024, decreasing from $2,520,407 incurred during the year ended December 31, 2023.

The decrease can be attributable to the vesting schedule for both Restricted Share Units (“ RSUs ”) and incentive stock options that were previously granted, particularly the net 3,954,213 RSUs that were granted on April 18, 2021, that vested 1/3 on December 1, 2021, 1/3 on December 1, 2022, and 1/3 on December 1, 2023.

These amounts are non-cash, and the expense is recognized in accordance with the vesting schedule of the underlying stock options and RSUs.

Non-cash, share based compensation of $2,336,487 was recognized during the year ended December 31, 2025, increasing from $180,308 incurred during the year ended December 31, 2024.

The increase is attributable to the Restricted Share Units (“ RSUs ”) that were granted during the year, particularly the 13,673,634 RSUs that were granted on March 31, 2025, that vest 1/3 on May 16, 2026 1/3 on May 16, 2027, and 1/3 on May 16, 2028.

These amounts are non-cash, and the expense is recognized in accordance with the vesting schedule of the RSUs.

See Note 12 to our audited consolidated financial statements for additional details on the assumptions used to calculate fair value as well as information regarding the vesting of the various components of the non-cash share-based compensation.

Sales and marketing expenses increased by 8.1% during the year ended December 31, 2024, when compared to the year ended December 31, 2023.

The increase was a result of us continuing to refine our marketing efforts to optimize marketing spend on initiatives that drive increased customer traffic to the Planet 13 Las Vegas Superstore and the Planet 13 OC store and our Medizin dispensary in Nevada as well as to support the launch of our Planet 13 Illinois retail dispensary in Waukegan and marketing expenses incurred in Florida promoting our expanded store network.

Lease expense increased by 45.3% during the year ended December 31, 2024, when compared to the year ended December 31, 2023, due to increases in contracted lease rates on the Company’s leased properties during the year as well as the addition of 26 dispensaries, a cultivation and processing facility and a production facility in Florida.

Depreciation and Amortization increased 8.3% during the year ended December 31, 2024, when compared to the prior year because of the recording of depreciation on the Company’s recently acquired VidaCann assets as well as a full year of depreciation recorded on the Company’s assets in Illinois,

both of which were not owned/open during the prior year.

Sales and marketing expenses decreased by (6.0)% during the year ended December 31, 2025, when compared to the year ended December 31, 2024.

The decrease in marketing expenses was a result of the Company's overall cost reduction efforts, partially offset by the cost of efforts to drive increased customer traffic to the Planet 13 Las Vegas Superstore and expenses incurred in Florida promoting our expanded store network and Planet 13 rebrand.

Lease expense increased by 14.9% during the year ended December 31, 2025, when compared to the year ended December 31, 2024, due to the addition of the dispensary, cultivation and processing facility leases in Florida that were only owned for part of the prior year when compared to the full year ended December 31, 2025.

Depreciation and Amortization decreased 20.5% during the year ended December 31, 2025, when compared to the prior year due to the elimination of depreciation charges as a result of asset impairments near the end of 2024 and during the year ended December 31, 2025

Impairment charges of $29,844,227 were incurred during the year ended December 31, 2025 related to cultivation assets in Nevada and California that the Company determined had carrying values in excess of their fair values.

The ongoing decline in the market price for flower in these markets was the indication that these assets may be impaired.

The Company shuttered its cultivation facility in Beatty, Nevada and one of two cultivation facilities in Las Vegas, Nevada, while substantially reducing the grow capacity in the other facility in order to eliminate over production, reduce costs and protect the selling price and margin of the Company's premium, indoor grown flower.

During the year ended December 31, 2024 the Company recorded a full impairment charge of $17,118,954 associated with property, plant and equipment, ROU assets and the retail license for its Orange County, California dispensary.

The Company also recorded a full impairment charge of $1,763,901 associated with property, plant and equipment and ROU assets related to its cultivation facility in Beatty Nevada, as well as an impairment charge of $2,393,087 associated with property plant and equipment related to an abandoned cultivation project in Florida.

During the year ended December 31, 2023 the Company evaluated whether intangible assets and goodwill showed any indicators of impairment, and it was determined that such indicators existed.

As a result of the Company’s analysis, it was determined that certain of the Company’s intangibles were impaired, resulting in the Company recording an impairment charge of $46,846,866.

This charge was comprised of an impairment of the carrying value of our Florida MMTC License as a result of the definitive agreement entered into to sell the license to a third party on the closing of the acquisition of VidaCann LLC.

See Note 7 of our Audited Annual Consolidated Financial Statements for the year ended December 31, 2024.

Interest expense was ($333,082) during the year ended December 31, 2024, compared to interest income of $195,722 during the year ended December 31, 2023.

The interest income relates to interest earned on cash deposits offset by accrued interest on our note payable that is due and payable on demand.

The balance of notes payable as of December 31, 2024, was $8,681,684 compared to $884,000 as of December 31, 2023.

We conduct our operations in both United States dollars and Canadian dollars, holding financial assets and incurring expenses in both currencies.

On December 31, 2023, the value of the USD was USD$1.00=CAD$1.3356 compared to the value of the USD of USD$1.00=CAD$1.4389 at December 31, 2024 and averaged USD$1.00=CAD$1.3698 during the year ended December 31, 2024, resulting in our realizing a foreign exchange loss of ($14,492) during the year ended December 31, 2024 compared to a foreign exchange gain of 3,653 during the prior year.

It is our policy not to hedge our CAD exposure.

Warrants are accounted for in accordance with the applicable authoritative accounting guidance in ASC Topic 815, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ ASC 815 ”), as derivative liabilities based on the specific terms of the warrant agreements.

Liability-classified instruments are recorded at fair value at each reporting period with any change in fair value recognized as a component of change in fair value of derivative liabilities in the consolidated statements of operations and comprehensive loss.

Transaction costs allocated to warrants that are presented as a liability are expensed immediately within other expenses (income) in the statements of net loss and comprehensive loss.

During the year ended December 31, 2024, the change in fair value of the warrants resulted in a gain of $- compared to a gain of $18,127 during the year ended December 31, 2023.

Provision for misappropriated funds consists of funds that were misappropriated by the Company’s external investment advisor over the period from November 2021 through to September 30, 2023.

We are conducting an internal investigation into the misappropriation, with the assistance of external legal counsel.

From evidence revealed to the Company as part of the investigation process, we were provided with factual information from WAB regarding the misappropriated funds and were able to confirm which periods funds were misappropriated.

During the year ended December 31, 2024, $- was misappropriated compared to $2,000,000 that was misappropriated during the year ended December 31, 2023.

We have filed a claim and are diligently trying to recover the misappropriated funds.

Any future recovery of misappropriated funds will be recognized in the period in which the recovery occurs.

On March 3, 2025, the Company announced significant recovery of funds related to the El Capitan matter.

This includes a settlement and recovery of US$2.1 million of funds which were held at BridgeBank, a division of Western Alliance Bank (collectively "WAB"), bringing the total recovery of funds held at WAB to US$5.5 million.

Additionally, the Company, through a wholly-owned subsidiary, will also obtain real estate (the "Real Property") valued at approximately US$5.0 million based on recent comparable sales, which it intends to sell.

In total, the Company has recovered approximately $10.5 million, including the expected value from the sale of the Real Property.

This settlement does not conclude the Company’s lawsuit against El Capitan Advisors, Inc.

("El Capitan") and its founder and Chief Executive Officer, Andrew Nash, in which it is seeking approximately US$10.3 million, which is based on $15.3 million less the expected net proceeds Planet 13 receives from the sale of the Real Property, in additional compensatory damages and other relief.

Other income (expense), consisting of Automated Teller Machine (“ ATM ”) fees, interest and other miscellaneous income was income of $257,438 for the year ended December 31, 2024, compared to other income of $807,023 for the year ended December 31, 2023.

Interest expense was $476,721 during the year ended December 31, 2025, compared to interest expense of $333,082 during the year ended December 31, 2024.

Interest expense is related to borrowing on our revolving line of credit, net of interest earned on a corresponding money market account, plus interest on a long-term related party note.

The balance of long-term debt as of December 31, 2025, was $1,234,353 compared to $1,177,722 as of December 31, 2024.

We conduct our operations primarily in United States dollars and hold all of our currency in US dollars.

An insignificant amount of expenses are incurred in Canadian dollars, or Euros.

The foreign currency gains/losses reflect fluctuations in the underlying exchange rates on the dates expenses are incurred compared to when they are paid.

It is our policy not to hedge our foreign exchange exposure.

Other income, consists of commissions on Automated Teller Machine (“ ATM ”) fees, and other miscellaneous income including gains/losses on sales of assets and property recovered in legal settlements.

Other income equaled $7,487,533 for the year ended December 31, 2025, compared to other income of $257,438 for the year ended December 31, 2024.

The increase in Other income was driven primarily by $4,547,846 of cash and property recovered in the El Capitan settlement, $2,611,616 gain on early lease termination agreement and a $1,255,677 gain on settlement of Note payable, including accrued interest.

These gains are partially offset by losses on sales of other assets and other miscellaneous items not specifically listed.

The income tax expense for the year ended December 31, 2025, was $11,643,712 compared to $12,190,243 for the prior year.

The tax expense increased in 2024 due to the inclusion of Florida operations that increased table profitability during the year ended December 31, 2024.

We are subject to Section 280E of the Internal Revenue Code (the “ Code ”), which prohibits businesses from taking deductions or credits in carrying on any trade or business consisting of trafficking in certain controlled substances that are prohibited by federal law.

The tax expense decreased in 2025 primarily due to a decrease in overall gross margin for the period.

The Company accrues tax expense for uncertain tax positions related to disallowance of deductions under Section 280E of the Internal Revenue Code (the “ Code ”).

We are subject to Section 280E of the Code, which prohibits businesses from taking deductions or credits in carrying on any trade or business consisting of trafficking in certain controlled substances that are prohibited by federal law.

We, to the extent of our “trafficking” activities, and/or key contract counterparties directly engaged in trafficking in cannabis, have incurred significant tax liabilities from the application of Section 280E.

7 unchanged sentences

Liquidity and Capital Resources

As of December 31, 2024, our financial instruments consist of cash, restricted cash, accounts receivable, deposits, accounts payable and accrued liabilities, and notes payable.

As of December 31, 2025, our financial instruments consist of cash, accounts receivable, deposits, accounts payable and accrued liabilities, and notes payable.

We have no speculative financial instruments, derivatives, forward contracts, or hedges.

As of December 31, 2025, we had working capital of $17,996,091 compared to working capital of $28,951,955 as of December 31, 2024.

The Company believes that it has adequate liquidity in the form of cash on hand to fund all its planned capital expenditures and expansion plans as well as to continue to fund its operation over the next 12 months, the planned build-out of its operations in Florida, the further expansion of operations in Nevada and California and continue growing the Planet 13 Illinois retail operations.

The Company believes that it has adequate liquidity in the form of cash on hand to fund its operation over the next 12 months.

The following table relates to the years ended December 31, 2025, and 2024:

4 unchanged sentences

Cash Flows from Operating Activities

Net cash provided by (used in) operating activities was $5,210,899 for the year ended December 31, 2024, compared to cash used in operating activities of ($12,045,516) for the year ended December 31, 2023.

The increase in cash provided by operations is primarily due to the inclusion of VidaCann operations during.

the year ended December 31, 2024, when compared to the year ended December 31, 2023.

Net cash used in operating activities was $15,691,888 for the year ended December 31, 2025, compared to cash provided by operating activities of $5,210,899 for the year ended December 31, 2024.

The decrease in cash provided by operations is primarily due to losses from operations during the year ended December 31, 2025, when compared to the year ended December 31, 2024.

Cash Flows from Investing Activities

Net cash used in investing activities was $3,785,503 for the year ended December 31, 2024, compared to net cash used in investing activities of $9,194,965 for the year ended December 31, 2023.

The decrease is primarily related to a reduction in capital expenditures during the year when compared to the year ended December 31, 2023.

Net cash provided by investing activities was $4,029,474 for the year ended December 31, 2025, compared to net cash used in investing activities of $3,785,503 for the year ended December 31, 2024.

The increase is primarily related to a reduction in capital expenditures during the year when compared to the year ended December 31, 2024, as well as the proceeds from assets sold during the year ended December 31, 2025

Cash Flows from Financing Activities

Net cash provided by (used in) financing activities was $6,728,089 during the year ended December 31, 2024, compared to net cash (used in) financing activities of ($267,529) for the year ended December 31, 2023.

The increase was due to the equity financing that was completed in March 2024 compared to no equity financing occurring during the year ended December 31, 2023, as well as the payment of $267,529 in taxes in lieu of issuing shares on the settlement of RSUs during 2023 as compared to the year ended December 31, 2024 where no taxes were paid.

Net cash provided by financing activities was $1,802,368 during the year ended December 31, 2025, compared to net cash provided by financing activities of $6,728,089 for the year ended December 31, 2024.

The decrease was due to a combination of the equity financing that was completed in March 2024 compared to no equity financing occurring during the year ended December 31, 2025, as well as a draw on a revolving line of credit, mostly offset by the repayment of notes during the year related to the VidaCann acquisition in 2024.

Capital Resources

1 unchanged sentence

It may be necessary for us to arrange for additional financing to meet our on-going growth initiatives.

Management believes it will be able to raise equity capital as required in the long term, but recognizes the risks attached thereto.

Management believes it will be able to raise capital as required in the long term, but recognizes the risks attached thereto.

There can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing may be favorable.

Should financing not be available, the Company has adequate liquidity in the form of cash on hand to fund all of its planned capital expenditures and expansion plans as well as to continue to fund its operation over the next 12 months, including the continued build-out of its operations in Florida and the further expansion of operations in Nevada, California, and, Illinois.

Should financing not be available, the Company has adequate liquidity in the form of cash on hand to fund all of its minimal planned capital expenditures and expansion plans as well as to continue to fund its operation over the next 12 months, including the continued build-out of its operations in Florida.

Capital Management

67 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.

What changed 10-K

Item 7. Management’s Discussion and Analysis