What changed in this filing

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Item 1A. Risk Factors

2026-04-01 compared with 2025-03-25 · 335 added, 188 removed, 484 unchanged (52% of the section changed)

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Risks Related to Our Business and Our Industry

There is substantial doubt as to our ability

to continue as a going concern.

Our consolidated financial statements have been

prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the

normal course of business.

As reflected in elsewhere and in our consolidated financial statements, we had a net loss of $2,854,415 and

had cash provided by operations of $781,476 during the year ended December 31, 2025.

Additionally, as of December 31, 2025, we had cash

of $837,767 and stockholders’ equity of $3,067,626.

Furthermore, on December 31, 2025 and effective January 1, 2026, we entered

into Amended and Restated Absolute Net Lease Agreements with certain tenants (See elsewhere in this Form10-K and Note 14 – Subsequent

The Amended and Restated Absolute Net Lease Agreements include, among other provisions, (i) a right of first refusal with a right

of first refusal period of up to 60 days and (ii) a short-term exclusive option that permits the tenant to purchase, on an all-or-none

basis, three leased properties (Chino Valley, Green Valley and Kingman).

The Purchase Option originally stated that the Purchase Option

may be exercised during an option period ending March 30, 2026;

however, the parties have subsequently agreed that optionee will have

until April 10, 2026 to exercise the Purchase Option, and if exercised, requires a closing no later than June 30, 2026.

Additionally,

on January 15, 2026, the Company and its subsidiaries entered into an Asset Purchase Agreement to sell substantially all of its properties

to a company owned by management (See elsewhere in this Form 10-K and Note 14 – Subsequent Events on our consolidated financial

statements and MBO risk factor below).

The closing of the Asset Purchase Agreement is contingent upon the Buyer obtaining financing.

the Company sells some or all of its properties, it will have minimal or no operations.

These factors raise substantial doubt about our

ability to continue as a going concern for a period of twelve months from the issuance date of this Annual Report.

There can be no assurance

that we will sell our properties.

If we sell our properties, our cash flow provided by operating activities would decrease substantially

and we may need to raise capital through debt and/or equity financings to fund any ongoing operations, we may need to curtail our operations,

or we may decide to liquidate the Company.

Our consolidated financial statements do not include any adjustments related to the recoverability

and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to

continue as a going concern.

Because we have limited operating history

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tenants that are in the regulated cannabis industry, downturns relating generally to such industry or business sector, or a decline in

the financial stability of our Significant Tenants may result in defaults on all of our leases within a short time period, which may

reduce our net income and the value of our common stock and accordingly, limit our ability to pay or operating expenses or pay dividends

to our stockholders.

As of December 31, 2024 and 2023, we had an asset concentration related to our Significant Tenant leases at our

Tempe, Chino Valley, Green Valley and Kingman, Arizona properties and our property located in Pleasant Ridge, Michigan.

As of December

31, 2024 and 2023, the Significant Tenants collectively leased approximately 55.4% and 69.4% of the Company’s total assets, respectively.

Additionally, the Company had an asset concentration related its Surprise, AZ property, which leased approximately 10.6% of the Company’s

total assets of the Company.

If our tenants are prohibited from operating or cannot pay their rent, we may not have enough working capital

to support our operations and we would have to seek out new tenants at rental rates per square foot that may be less than our current

rate per square foot.

the financial stability of our Significant Tenants may result in defaults on all of our leases within a short time period, which may reduce

our net income and the value of our common stock and accordingly, limit our ability to pay or operating expenses or pay dividends to our

stockholders.

As of December 31, 2025 and 2024, we had an asset concentration related to our Significant Tenant leases at our Tempe, Chino

Valley and Green Valley, Arizona properties and our property located in Pleasant Ridge, Michigan.

As of December 31, 2025 and 2024, the

Significant Tenants collectively leased approximately 47.2% and 55.4% of the Company’s total assets, respectively.

Additionally,

the Company had an asset concentration related its Surprise, AZ property, which leased approximately 19.4% of the Company’s total

assets as of December 31, 2025.

If our tenants are prohibited from operating or cannot pay their rent, we may not have enough working

capital to support our operations and we would have to seek out new tenants at rental rates per square foot that may be less than our

current rate per square foot.

Any adverse economic or real estate developments

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operating expenses or pay dividends to our stockholders.

Our properties may be subject to impairment charges.

We routinely evaluate our real estate assets for

impairment indicators.

The judgment regarding the existence of impairment indicators is based on factors such as market conditions, tenant

performance and lease structure.

For example, the early termination of, or default under, a lease by a tenant may lead to an impairment

The financial failure of, or other default by, a single tenant under its lease may result in a significant impairment loss.

we determine that an impairment has occurred, we would be required to make a downward adjustment to the net carrying value of the property,

which could have a material adverse effect on our results of operations in the period in which the impairment charge is recorded.

an impairment charge related to our Woodward Property in the year ended December 31, 2025, and may record future impairments based on

actual results and changes in circumstances.

Negative developments in the real estate market may cause management to reevaluate assumptions

used in its impairment analysis.

Changes in management’s assumptions based on actual results may have a material impact on our financial

See also “—We may be unable to sell the Woodward Property for its carrying value, or at all” below, Note

2—Summary of Significant Accounting Policies—Rental Properties, and Note 14—Subsequent Events to our consolidated financial

statements in this Annual Report on Form 10-K for additional information.

We may be unable to sell the Woodward Property

for its carrying value, or at all.

During the third quarter of 2025, New Tenant,

our current tenant in the Woodward Property, faced operational challenges that impaired its ability to meet contractual rent obligations.

Beginning in July 2025, New Tenant remitted approximately 50% of the rent then due.

In August 2025, the Company sent a demand notice

to New Tenant to remit full payment of outstanding rent.

In September 2025, New Tenant remitted full payment of all outstanding rent

that was previously due and has received all rent payments due through December 31, 2025.

Subsequent to year-end 2025, the Company sent

New Tenant at the Woodward Property a written notice default related to the New Tenant’s failure to (i) make timely rental payments

and (ii) fulfill its obligations related to non-monetary terms under the Woodward Lease.

As of the date of this filing, the Company remains

in discussions with New Tenant about curing these events of default and regarding future operations at the Woodward Property.

In an effort to avoid litigation related to the

defaults under the lease, the Company is currently in negotiations to sell the Woodward Property to the New Tenant for approximately $600,000

in cash plus the assumption of the notes payable outstanding on the Woodward Property.

If the Company sells the Woodward Property for

$600,000, the net carrying value of the Woodward Property of approximately $2,700,000 would exceed the $600,000 sale price by $2,100,000.

While the Company believes the sale is likely

to occur, there is a possibility that the sale will fail to occur, in which case there is a strong likelihood that the New Tenant will

be unable to continue paying rent, causing an ongoing default under the lease.

Based on these conditions, our projected future cash flows,

anticipated holding periods, and market conditions have changed.

Accordingly, during the year ended December 31, 2025, we recorded an

impairment loss of $2,100,000.

Because our business is dependent upon

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cannot assure you that we will be able to:

our business effectively or efficiently or in a timely manner;

our human resources optimally;

our capital needs;

and hire qualified employees or retain valued employees;

incorporate the components of any business or product line that we may acquire in our effort to achieve growth.

expand our business effectively

or efficiently or in a timely manner;

allocate our human resources

meet our capital needs;

identify and hire qualified

employees or retain valued employees;

effectively incorporate

the components of any business or product line that we may acquire in our effort to achieve growth.

Our inability or failure to manage our growth

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in the marketplace.

We are dependent on Bryan McLaren, our Chief

Executive Officer, Chief Financial Officer and Chairman of the Board, and the loss of this officer could harm our business and prevent

us from implementing our business plan in a timely manner.

We are dependent on Bryan McLaren, our

Chief Executive Officer, Chief Financial Officer and Chairman of the Board, and the loss of this officer could harm our business and

prevent us from implementing our business plan in a timely manner.

In view of his direct relationships with industry

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could have a material adverse effect on our business and operations.

Risks Related to the Proposed MBO

The MBO transaction is a “related party

transaction,” which may lead to actual or perceived conflicts of interest.

The Buyer, BPB Partners, LLC, is owned by our

Chairman and CEO, our President and COO, and another member of the Company’s management.

Because our executive leadership is on

both sides of the transaction, there is an inherent risk of conflicts of interest regarding the negotiation of the purchase price and

Although a Special Transactions Committee of independent

directors overseen the process, dissatisfied stockholders may still challenge the fairness of the transaction.

Legal challenges or proxy

contests related to these conflicts could delay the closing, result in significant legal costs, or prevent the MBO from being consummated.

The transaction is subject to a “majority

of the minority” stockholder approval, which may be difficult to obtain.

A condition to closing the MBO is the approval

by a majority of the voting power held by “uninterested” stockholders (excluding shares held by the Buyer’s principals).

If our non-management stockholders do not perceive the purchase price or the transaction terms as favorable, they may vote against the

Failure to obtain stockholder approval would prevent the closing of the MBO, even if a simple majority of total voting power

The final Purchase Price is subject to significant

adjustments based on interim real estate transactions, which creates uncertainty.

The $7.0 million base Purchase Price is not fixed

and will fluctuate based on several factors before closing:

● Additional Assets:

If we acquire new real estate before closing, the price increases by the cash paid

but decreases by any debt issued.

● Asset Sales (Pleasant Ridge & CKG Properties):

The price will shift depending on whether these properties

are sold to third parties or retained and transferred to the Buyer.

These variables make it difficult for stockholders

to value the total consideration of the deal at the time of voting and may impact our final liquidity position.

The Buyer must raise sufficient capital

to fund the Purchase Price, and there is no guarantee they will be able to do so.

The MBO APA includes a closing condition that

the Buyer must raise the capital required, in its sole discretion, to fund the Purchase Price.

The Buyer does not currently have a committed

financing arrangement disclosed in the APA.

If capital markets tighten or if the Buyer’s creditworthiness is questioned, the Buyer

may be unable to secure funding, leading to a termination of the agreement.

The Company retains the right to terminate

the MBO APA if it receives a proposal on terms more favorable to stockholders than the MBO.

While this is intended to maximize stockholder

value, it creates uncertainty regarding the finality of the deal.

If a superior proposal is pursued, we may owe the Buyer termination

fees (if applicable) or suffer from prolonged operational distraction and potential loss of our current executive leadership.

The Buyer has a broad right to terminate

the MBO APA based on due diligence.

Pursuant to the MBO APA, the Buyer has a 180-day

due diligence period (expiring July 14, 2026) during which the Buyer can terminate the MBO APA for any reason in its sole discretion.

If the Buyer terminates during this period, our stock price may decline significantly as the market reacts to the failed MBO.

Failure to complete the MBO could negatively

impact our business and financial results.

If the MBO is not completed for any reason, we

will have incurred substantial costs without realizing the benefits.

In addition, we may face a management void or decreased morale if

our top executives, who own the Buyer, remain in their roles after a failed transaction.

Our ability to pursue alternative strategic transactions

may be limited by the time and resources already expended on the MBO.

If the MBO closes, following the closing,

we will be a “shell company” with no remaining operations, which may limit the liquidity of our common stock.

If and when the MBO closes, we will have sold

substantially all of our operating assets and intellectual property to the Buyer.

We would then be classified as a “shell company”

under SEC rules, which carries significant regulatory burdens.

We will no longer have an active business to generate revenue, and our

sole remaining assets will likely be the cash proceeds (net of transaction costs and liabilities) and potentially the CKG Note.

Additionally,

the availability of Rule 144 for resales of our securities by stockholders will be significantly limited.

Our Board may elect to liquidate and dissolve

the Company, and the timing and amount of any distributions are uncertain.

If the Board determines that it is in the best

interest of stockholders to liquidate the Company following the MBO, if consummated, rather than pursuing a reverse takeover (“RTO”):

must satisfy all remaining corporate liabilities, including potential tax obligations and

“tail” insurance, before any cash is distributed to stockholders.

liquidation process can be lengthy.

Stockholders may not receive a distribution for several

months or even years following the Closing.

is no guarantee that the net proceeds available for distribution will equal or exceed the

current trading price of our common stock.

We may seek a RTO or a new business activity,

which involves significant risks and uncertainty.

The Board may choose to use the remaining public shell to acquire a new, unrelated business

through an RTO.

Any such transaction would likely involve the

issuance of a significant number of new shares, which would substantially dilute the ownership of our existing stockholders.

unable to identify a suitable target, or we may acquire a business with undisclosed liabilities or a failing business model.

An RTO typically

results in a change of control where our current stockholders would no longer hold a majority interest in the combined entity.

Stockholders may be required to approve

a change in our primary business purpose or a formal plan of liquidation.

Under Nevada law and our governing documents,

the sale of all or substantially all of our assets requires a stockholder vote.

If the MBO is approved but a subsequent liquidation or

RTO is not, we may continue to incur the high costs of being a public company without any operational revenue to offset those costs.

could rapidly deplete the $7.0 million (as adjusted) Purchase Price, leaving little to no value for stockholders.

The loss of our executive leadership team

upon closing of the proposed MBO will leave the Company without experienced management.

Since the Buyer is comprised of our CEO, COO,

and other key personnel, these individuals will likely focus their efforts on the newly acquired private business (BPB Partners, LLC)

after the closing.

The remaining public shell will be left without its primary leadership team to manage the transition, liquidation,

or search for an RTO target.

Hiring a new management team to oversee a shell company would incur significant additional administrative

Risks Related to Government Regulation

Marijuana remains illegal under federal

law, and therefore, strict enforcement of federal laws regarding marijuana would likely result in our inability and the inability of

our tenants to execute our respective business plans.

Cannabis is a Schedule

I controlled substance under the CSA.

Even in those jurisdictions in which cannabis has been legalized at the state level, the possession,

distribution, cultivation, manufacture and use of cannabis all remain violations of federal law that are punishable by imprisonment, substantial

fines and forfeiture.

Moreover, individuals and entities may violate federal law if they intentionally aid and abet another in violating

these federal controlled substance laws, or conspire with another to violate them.

Supreme Court has ruled in United

Oakland Cannabis Buyers’ Coop.

and Gonzales v.

Raich that it is the federal government that

has the right to regulate and criminalize the sale, possession and use of cannabis, even for medical purposes.

We would likely be unable

to execute our business plan if the federal government were to strictly enforce federal law regarding cannabis.

In January 2018,

the DOJ rescinded certain memoranda, including the so-called “Cole Memo” issued on August 29, 2013 under the Obama Administration,

which had characterized enforcement of federal cannabis prohibitions under the CSA to prosecute those complying with state regulatory

systems allowing the use, manufacture and distribution of medical cannabis as an inefficient use of federal investigative and prosecutorial

resources when state regulatory and enforcement efforts are effective with respect to enumerated federal enforcement priorities under

In rescinding the Cole Memo, DOJ instructed its prosecutors to enforce the laws enacted by Congress and to follow well-established

principles that govern all federal prosecutions when deciding whether to pursue prosecutions related to cannabis activities.

federal prosecutors could, and still can, use their prosecutorial discretion to decide to prosecute actors compliant with their state

Although there have not been any identified prosecutions of state law compliant cannabis entities, there can be no assurance that

the federal government will not enforce federal laws against the regulated cannabis industry generally, including our tenants and us.

Pamela Bondi was confirmed

by the United States Senate as Attorney General of the United States on February 4, 2025.

During her tenure as Attorney General in the

State of Florida, Bondi routinely opposed the softening of anti-cannabis laws, including opposition to ballot initiatives to broaden access

to medical cannabis, but she also generally faithfully enforced state cannabis laws to maintain a well-regulated medical cannabis market.

Bondi has not provided a clear policy directive for the United States as it pertains to state-level cannabis-related activities, and there

can be no assurances that DOJ or other law enforcement authorities will not seek to vigorously enforce current U.S.

federal laws.

generally expected that Bondi will closely follow the Trump Administration’s enforcement priorities.

Congress previously enacted

an omnibus spending bill that includes the Rohrabacher-Blumenauer Amendment prohibiting the DOJ (which includes the DEA) from using funds

appropriated by that bill to prevent states from implementing their medical-use cannabis laws.

This provision will expire on March 8,

On December 20, 2024, Congress passed a continuing resolution to extend government funding, extending the application of the Rohrabacher-Blumenauer

Amendment until March 14, 2025.

There can be no assurance that Congress will approve inclusion of a similar prohibition in future appropriations

bills to prevent DOJ from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical cannabis

actors operating in compliance with state and local law.

McIntosh , the U.S.

Court of Appeals for the Ninth Circuit

held that this provision prohibits the DOJ from spending funds from relevant appropriations acts to prosecute individuals who engage in

conduct permitted by state medical-use cannabis laws and who strictly comply with such laws.

However, the Ninth Circuit’s opinion,

which only applies to the states of Alaska, Arizona, California, Hawaii, and Idaho, also held that persons who do not strictly comply

with all state laws and regulations regarding the distribution, possession and cultivation of medical-use cannabis have engaged in conduct

that is unauthorized, and in such instances the DOJ may prosecute those individuals.

Additionally, financial

transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under the federal money laundering

statutes, unlicensed money transmitter statutes and the Bank Secrecy Act.

The penalties for violation of these laws include imprisonment,

substantial fines and forfeiture.

Prior to the DOJ’s rescission of the Cole Memo, supplemental guidance from the DOJ issued in the

2014 Cole Memorandum directed federal prosecutors to consider the federal enforcement priorities enumerated in the Cole Memo when determining

whether to charge institutions or individuals with any of the financial crimes described above based upon cannabis-related activity.

supplemental guidance was followed by the February 14, 2014 FinCEN Memorandum outlining the pathways for financial institutions to provide

services to state-sanctioned cannabis businesses consistent with Bank Secrecy Act obligations and in alignment with federal enforcement

Under these guidelines, financial institutions must submit a SAR in connection with all cannabis-related banking activities

by any client of such financial institution, in accordance with federal money laundering laws.

These cannabis-related SARs are divided

into three categories - cannabis limited, cannabis priority, and cannabis terminated - based on the financial institution’s belief

that the business in question follows state law, is operating outside of compliance with state law, or where the banking relationship

has been terminated, respectively.

The FinCEN Memorandum states that in some circumstances, it is permissible for banks to provide services

to cannabis-related businesses without risking prosecution for violation of federal money laundering laws.

Although the Cole Memo has

been rescinded, the FinCEN Memorandum technically remains intact;

however, it is unclear whether the current administration will continue

to follow the FinCEN Memorandum.

The DOJ continues to have the right and power to prosecute crimes committed by banks and financial institutions,

such as money laundering and violations of the Bank Secrecy Act, that occur in any state including states that have in some form legalized

the sale of cannabis.

Further, the conduct of the DOJ’s enforcement priorities could change for any number of reasons.

in the DOJ’s priorities could result in the DOJ’s prosecuting banks and financial institutions for crimes that were not previously

Federal prosecutors have

significant discretion and no assurance can be given that the federal prosecutor in each judicial district where we purchase a property

will not choose to strictly enforce the federal laws governing cannabis operations.

Any change in the federal government’s enforcement

posture with respect to state-licensed cannabis operations, including the enforcement postures of individual federal prosecutors in judicial

districts where we purchase properties, would result in our inability to execute our business plan, and we would likely suffer significant

losses with respect to our investment in cannabis facilities in the United States, which would adversely affect the trading price of our

Furthermore, following any such change in the federal government’s enforcement position, we could be subject to criminal

prosecution, which could lead to imprisonment and/or the imposition of penalties, fines, or forfeiture.

law, and the ongoing transition to Schedule III, along with the new restrictions on hemp-derived products, creates significant regulatory

uncertainty that could disrupt our business plan.

While cannabis is in the final stages of reclassification

from Schedule I to Schedule III under the CSA following a December 2025 executive order, it remains a controlled substance.

The possession,

distribution, cultivation, and use of cannabis continue to be violations of federal law.

Even if reclassified to Schedule III, cannabis

will remain subject to strict FDA oversight and the CSA’s registration requirements.

Any failure by our tenants to comply with these

evolving federal standards, or a decision by the federal government to strictly enforce remaining prohibitions, would materially and adversely

affect our ability to execute our business plan.

The shift in federal enforcement priorities

and the absence of a formal Cole Memo reinstatement create unpredictability.

In January 2018, the DOJ rescinded the Cole Memo,

and as of March 2026, Attorney General Pamela Bondi has not formally reinstated it.

While the current administration has signaled a focus

on “states’ rights” and the illicit market, federal prosecutors maintain broad discretion to prosecute state-legal cannabis

Although Attorney General Bondi has historically overseen a well-regulated medical market in Florida, her national enforcement

priorities remain subject to change.

Any shift toward a more aggressive enforcement posture against state-licensed operators would jeopardize

our real estate investments and could subject the Company to criminal prosecution, fines, or asset forfeiture.

New federal “Total THC” limits

on hemp products may force tenants into more restrictive regulatory regimes or out of business.

The Continuing Appropriations and Extensions Act

of 2026, effective November 12, 2026, imposes a strict cap of 0.4 mg of “total THC” per container for finished hemp products.

This change effectively reclassifies many previously legal hemp-derived products (such as Delta-8 and THCA flower) as “marijuana”

under the CSA.

Tenants currently operating in the hemp space may be forced to obtain more costly cannabis licenses or cease operations

Failure of our tenants to adapt to these new “total THC” restrictions by the late-2026 deadline could result in lease

defaults and a loss of rental income for the Company.

The Rohrabacher-Farr Amendment provides

limited protection and must be renewed annually.

The Rohrabacher-Farr Amendment, which prohibits

the DOJ from using federal funds to interfere with state-legal medical marijuana programs, has been renewed through the 2026 appropriations

However, this protection is temporary and notably does not extend to adult-use (recreational) programs.

If Congress fails to renew

this amendment, or if our tenants transition to adult-use operations not covered by the rider, the risk of federal prosecution increases

significantly.

Owners of properties located in close proximity

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our securities.

Many of our existing tenants are, and

we expect that many of our future tenants will be, companies with limited histories of operations and may be unable to pay rent with funds

Many of our existing tenants are, and we

expect that many of our future tenants will be, companies with limited histories of operations and may be unable to pay rent with funds

from operations or at all, which could adversely affect the value of our common stock.

Our success is dependent

on the financial stability of our tenants.

We rely on our management team to perform due diligence investigations of our potential tenants,

related guarantors and their properties, operations and prospects, of which there is generally little or no publicly available operating

and financial information.

We may not learn all of the material information we need to know regarding these businesses through our investigations,

and these businesses are subject to numerous risks and uncertainties, including but not limited to regulatory risks and the rapidly evolving

market dynamics of each state’s regulated cannabis program.

As a result, it is possible that we could lease properties to tenants

that ultimately are unable to pay rent to us, which could adversely impact our business.

In addition, in general,

our tenants are more vulnerable to adverse conditions resulting from federal and state regulations affecting their businesses or industries

or other changes in the marketplace for their products, and have limited access to traditional forms of financing.

For example, during

the COVID-19 pandemic, our tenants were generally not able to access federal assistance programs that were available to companies in other

industries, due to cannabis being a Schedule I controlled substance under the CSA.

The success of our tenants will also heavily depend

on the growth and development of the state markets in which the tenants operate, many of which have a very limited history or are still

in the stages of establishing the regulatory framework.

Some of our tenants may

be subject to significant debt obligations and may rely on debt financing to make rent payments to us.

Tenants that are subject to significant

debt obligations may be unable to make their rent payments if there are adverse changes in their business plans or prospects, the regulatory

environment in which they operate or in general economic conditions.

In addition, the payment of rent and debt service may reduce the

working capital available to tenants for the start-up phase of their business.

Furthermore, we may be unable to monitor and evaluate tenant

credit quality on an on-going basis.

Any lease payment defaults

by a tenant could adversely affect our cash flows.

In the event of a default by a tenant, we may also experience delays in enforcing our

rights as landlord and may incur substantial costs in protecting our investment and re-leasing our property as operators of regulated

cannabis cultivation and production facilities are generally subject to extensive state licensing requirements, including limited licenses

in certain states.

Continuing unfavorable

market dynamics affecting the regulated cannabis industry could adversely affect our business, liquidity and financial condition,

and overall results of operations.

Market dynamics in the

regulated cannabis industry have negatively impacted our tenants’ ability to make their lease payments on the properties they lease

Regulated cannabis operators have experienced, among other things:

● federal, state and local taxation and regulatory burdens;

● declines in unit pricing for regulated cannabis products;

● ineffective state and local law enforcement efforts to curtail

the illicit production and sale of cannabis;

● limited access to capital on acceptable terms or at all.

As a result of these

unfavorable market dynamics, certain regulated cannabis operators, including some of our tenants, have consolidated operations or shuttered

certain operations to reduce costs, which may lead to increased default rates on the leases for our properties.

Failure by any of our tenants to comply with the terms of its lease

agreement with us could require us to seek another lessee for the applicable property.

We cannot assure you that we will be able to re-lease

that property for the rent we currently receive, or at all, or that a lease termination would not result in our having to sell the property

In addition, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our

investment and re-leasing properties on which any of our tenants default on their lease obligations.

The result of any of the foregoing

risks could materially and adversely affect our business, liquidity, financial condition and results of operations.

Our success is dependent on the financial stability

of our tenants.

We rely on our management team to perform due diligence investigations of our potential tenants, related guarantors and

their properties, operations and prospects, of which there is generally little or no publicly available operating and financial information.

We may not learn all of the material information we need to know regarding these businesses through our investigations, and these businesses

are subject to numerous risks and uncertainties, including but not limited to regulatory risks and the rapidly evolving market dynamics

of each state’s regulated cannabis program.

As a result, it is possible that we could lease properties to tenants that ultimately

are unable to pay rent to us, which could adversely impact our business.

In addition, in general, our tenants are more

vulnerable to adverse conditions resulting from federal and state regulations affecting their businesses or industries or other changes

in the marketplace for their products, and have limited access to traditional forms of financing.

For example, during the COVID-19 pandemic,

our tenants were generally not able to access federal assistance programs that were available to companies in other industries, due to

cannabis being a Schedule I controlled substance under the CSA.

The success of our tenants will also heavily depend on the growth and

development of the state markets in which the tenants operate, many of which have a very limited history or are still in the stages of

establishing the regulatory framework.

Some of our tenants may be subject to significant

debt obligations and may rely on debt financing to make rent payments to us.

Tenants that are subject to significant debt obligations

may be unable to make their rent payments if there are adverse changes in their business plans or prospects, the regulatory environment

in which they operate or in general economic conditions.

In addition, the payment of rent and debt service may reduce the working capital

available to tenants for the start-up phase of their business.

Furthermore, we may be unable to monitor and evaluate tenant credit quality

on an on-going basis.

Any lease payment defaults by a tenant could

adversely affect our cash flows.

In the event of a default by a tenant, we may also experience delays in enforcing our rights as landlord

and may incur substantial costs in protecting our investment and re-leasing our property as operators of regulated cannabis cultivation

and production facilities are generally subject to extensive state licensing requirements, including limited licenses in certain states.

Continuing unfavorable market dynamics

affecting the regulated cannabis industry could adversely affect our business, liquidity and financial condition, and overall results

of operations.

Market dynamics in the regulated cannabis industry

have negatively impacted our tenants’ ability to make their lease payments on the properties they lease from us.

Regulated cannabis

operators have experienced, among other things:

federal, state and local

taxation and regulatory burdens;

declines in unit pricing

for regulated cannabis products;

ineffective state and local

law enforcement efforts to curtail the illicit production and sale of cannabis;

limited access to capital

on acceptable terms or at all.

As a result of these unfavorable market dynamics,

certain regulated cannabis operators, including some of our tenants, have consolidated operations or shuttered certain operations to

reduce costs, which may lead to increased default rates on the leases for our properties.

Failure by any of our tenants to comply with

the terms of its lease agreement with us could require us to seek another lessee for the applicable property.

We cannot assure you that

we will be able to re-lease that property for the rent we currently receive, or at all, or that a lease termination would not result

in our having to sell the property at a loss.

In addition, we may experience delays in enforcing our rights as landlord and may incur

substantial costs in protecting our investment and re-leasing properties on which any of our tenants default on their lease obligations.

The result of any of the foregoing risks could materially and adversely affect our business, liquidity, financial condition and results

of operations.

Laws and regulations affecting the regulated

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fluctuate significantly in response to the following factors, most of which are beyond our control:

in our quarterly operating results,

in general economic conditions and in the real estate industry,

in market valuations of similar companies,

announcements

by us or our competitors of significant new contracts, acquisitions, strategic partnerships or joint ventures, or capital commitments,

of a major customer, partner or joint venture participant and

addition or loss of key managerial and collaborative personnel.

variations in our quarterly

operating results,

changes in general economic

conditions and in the real estate industry,

changes in market valuations

of similar companies,

announcements by us or

our competitors of significant new contracts, acquisitions, strategic partnerships or joint ventures, or capital commitments,

loss of a major customer,

partner or joint venture participant and

the addition or loss of

key managerial and collaborative personnel.

Any such fluctuations may adversely affect the

62 unchanged sentences

year, management identified the following material weaknesses:

had not implemented comprehensive entity-level internal controls;

had not implemented adequate system and manual controls;

did not have sufficient segregation of duties.

we had not implemented

comprehensive entity-level internal controls;

we had not implemented

adequate system and manual controls;

we did not have sufficient

segregation of duties.

Achieving continued compliance with Section 404

37 unchanged sentences

laws, the investor may be able to cancel the purchase and receive a refund of the investment.

a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms

that committed the fraud for damages.

a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that

committed the fraud for damages.

However, investors who have signed arbitration

25 unchanged sentences

period only a number of securities that does not exceed the greater of either of the following:

of the total number of securities of the same class then outstanding;

average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with

respect to the sale;

1% of the total number

of securities of the same class then outstanding;

the average weekly trading

volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided , in each case that we are subject

11 unchanged sentences

conditions are met:

issuer of the securities that was formerly a shell company has ceased to be a shell company,

issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding

12 months (or such shorter period that the issuer was required to file such reports and materials), other than current reports on

Form 8-K, and

least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status

as an entity that is not a shell company.

The issuer of the securities

that was formerly a shell company has ceased to be a shell company,

The issuer of the securities

is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

The issuer of the securities

has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter

period that the issuer was required to file such reports and materials), other than current reports on Form 8-K, and

At least one year has elapsed

from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not

a shell company.

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 1A. Risk Factors