Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Trading Price and Volume
Our Subordinate Voting Shares are traded on the CSE under the symbol “GDNS.” The following table sets forth trading information for the Subordinate Voting Shares for the periods indicated, as quoted on the CSE.
Low Trading Price
High Trading Price
Period
(C$)
(C$)
Year Ending December 31, 2022
First Quarter (through March 1, 2022)
$
2.0100
$
3.2900
Year Ended December 31, 2021
Fourth Quarter (December 31, 2021)
$
1.5600
$
2.1600
Third Quarter (September 30, 2021)
$
1.7400
$
2.3200
Second Quarter (June 30, 2021)
$
2.2800
$
3.1200
First Quarter (March 31, 2021)
$
1.8200
$
4.6800
Year Ended December 31, 2020
Fourth Quarter (December 31, 2020)
$
1.1200
$
2.0300
Third Quarter (September 30, 2020)
$
0.7000
$
1.4000
Second Quarter (June 30, 2020)
$
0.4250
$
1.0500
First Quarter (March 31, 2020)
$
0.3050
$
1.7700
Our Subordinate Voting Shares also are traded on the OTCQX under the symbol “GDNSF.” The following table sets forth trading information for the Subordinate Voting Shares for the periods indicated, as quoted on the OTCQX.
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Low Trading Price
High Trading Price
Period
(US$)
(US$)
Year Ending December 31, 2022
First Quarter (through March 1, 2022)
$
1.5700
$
2.5900
Year Ended December 31, 2021
Fourth Quarter (December 31, 2021)
$
1.2400
$
1.7100
Third Quarter (September 30, 2021)
$
1.3900
$
1.8600
Second Quarter (June 30, 2021)
$
1.8300
$
2.5400
First Quarter (March 31, 2021)
$
1.4700
$
3.7700
Year Ended December 31, 2020
Fourth Quarter (December 31, 2020)
$
0.8433
$
1.5900
Third Quarter (September 30, 2020)
$
0.4659
$
1.0500
Second Quarter (June 30, 2020)
$
0.2950
$
0.7570
First Quarter (March 31, 2020)
$
0.2000
$
1.3500
Shareholders
As of March 1, 2022, there were 140 holders of record of our Subordinate Voting Shares, 180 holders of record of our Multiple Voting Shares, and 1 holder of record of our Super Voting Shares.
Dividends
We have not paid, and does not in the foreseeable future intend to pay, any dividends on the Subordinate Voting Shares or any other equity. The declaration and payment of future dividends to holders of our Shares will be at the discretion of the Board of Directors and will depend upon many factors, including our financial condition, earnings, legal requirements, restrictions in our debt agreements and other factors deemed relevant by the Board of Directors. In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that the Company or our subsidiaries may incur. See “ Risk Factors - Risks Related to the Company’s Securities – We do not intend to pay dividends on our Shares and, consequently, the ability of investors to achieve a return on their investment will depend entirely on appreciation in the price of the Subordinate Voting Shares .”
Equity Compensation Plans
The following table sets forth, as of December 31, 2021, securities authorized for issuance under each of the 2018 Equity Incentive Plan (the “ 2018 Plan ”) and the 2019 Equity Incentive Plan (the “ 2019 Plan ”). All outstanding options under the 2018 Equity Incentive Plan, as well as all outstanding compensation warrants, settle in Subordinate Voting Shares. Outstanding options under the 2019 Equity Incentive Plan settle in either Subordinate Voting Shares of Vireo or Multiple Voting Shares, at the Company’s option. Figures below are presented on an as-converted basis.
Number of
securities
Number of securities
to be issued upon
Weighted-average
remaining available
exercise of
exercise price of
for future issuance
outstanding options,
outstanding options,
under equity
Plan Category
warrants and rights
warrants and rights
compensation plans
Equity compensation plans approved by security holders
7,205,496
$
1.14
5,605,637
Equity compensation plans not approved by security holders
16,020,842
$
0.30
—
Total
23,226,338
$
0.47
5,605,637
In January 2019, the Company adopted the 2019 Plan, which was approved by shareholders. Subject to adjustment provisions as provided in the 2019 Plan, the maximum number of Subordinate Voting Shares that may be issued under the 2019 Equity Incentive Plan is equal to 10% of the number of issued and outstanding Subordinate Voting Shares from time
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to time, on an as converted to Subordinate Voting Shares basis. No future awards will be made under the 2018 Plan. Awards under the 2019 Plan may be made in any form permitted under the 2019 Plan, in any combinations approved by the Board of Directors. For the purposes of this report, the term “as converted to Subordinate Voting Shares basis” includes the conversion of the Multiple Voting Shares and Super Voting Shares into Subordinate Voting Shares.
In January 2018, Vireo U.S. adopted the 2018 Plan, which permitted the Company to grant incentive stock options, restricted shares, restricted share units, or other awards. The 2018 Plan was not approved by shareholders. Under the terms of the 2018 Plan, a total of 1,000,000 common shares were reserved for issue. The exercise price for incentive stock options issued under the 2018 Plan were to be set by the committee (as defined under the 2018 Plan) but were not to be less 100% of the fair market value of Vireo U.S.’s shares on the date of grant. Incentive stock options to be issued were to have a maximum term of 10 years from the date of grant. The incentive stock options vested at the discretion of the Board.
Recent Sales of Unregistered Securities
We did not issue any unregistered securities during the quarter ended December 31, 2021.
Item 6. Selected Financial Data
The following are selected financial data derived from our Consolidated Financial Statements for the years ended December 31, 2021 and 2020. The data set forth below should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. Our Consolidated Financial Statements have been prepared in accordance with GAAP on a going-concern basis that contemplates continuity of operations and realization of assets and liquidation of liabilities in the ordinary course of business.
The selected consolidated financial information set forth below may not be indicative of our future performance.
Twelve Months Ended
December 31,
2021
2020
2019
Retail Revenue
$
44,692,385
$
37,236,301
$
24,350,022
Wholesale Revenue
9,753,783
11,972,314
5,606,150
Other Revenue
—
2,714
—
Total Revenues, net of discounts
$
54,446,168
$
49,211,329
$
29,956,172
Cost of Goods Sold
34,647,483
32,083,608
22,619,892
Gross Profit
$
19,798,685
$
17,127,721
$
7,336,280
Total Expenses
40,280,249
40,170,843
29,703,926
Other Income (Expense)
(9,086,911)
8,890,928
(34,525,666)
Operating Loss
Before Provision for Income Taxes
$
(29,568,475)
$
(14,152,194)
$
(56,893,312)
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