AAWH on OTC

Ascend Wellness Holdings, Inc.

In its 2026 annual report the company says: “Ascend Wellness Holdings, Inc. is a vertically integrated multi-state cannabis operator focused on operating in adult-use or near-term adult-use states in primarily limited license markets. The Company is a reporting issuer in the United States and in each of the provinces and territories of Canada. The Company’s shares of Class A common stock are listed in Canada on the Canadian Securities Exchange under the symbol “AAWH.U” and in the United States on the OTCQX Best Market under the symbol “AAWH.”5 It is headquartered in Rochelle Park, New Jersey.1

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Last updated Oct 21, 2026.

Overview

$500.6MRevenue, fiscal 20252
-$118.2MNet income, fiscal 20252

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  • TickerAAWH on OTC1
  • IndustryMedicinal Chemicals & Botanical Products1
  • HeadquartersRochelle Park, New Jersey1
  • Incorporated inDE3
  • Business address174 Nj-17, Rochelle Park, Nj 076623
  • Filer category, Emerging growth company3
  • Legal formCorporation

Ascend Wellness Holdings, Inc. is a vertically integrated multi-state cannabis operator focused on operating in adult-use or near-term adult-use states in primarily limited license markets. Ascend’s core business is the cultivation, manufacturing, and distribution of cannabis consumer packaged goods, which are sold through company-owned retail stores, to retail partner locations, and third-party licensed retail locations. The Company is a reporting issuer in the United States and in each of the provinces and territories of Canada. The Company’s shares of Class A common stock are listed in Canada on the Canadian Securities Exchange (“CSE”) under the symbol “AAWH.U” and in the United States on the OTCQX Best Market (the “OTCQX”) under the symbol “AAWH.” Ascend is an emerging growth company under federal securities laws and as such Ascend is able to elect to follow scaled disclosure require…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

33.9%Gross margin2
-3.4%Operating margin2
-23.6%Net margin2
-10.9%Revenue growth, 20252
$12.0MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Retail brought in 68% of the revenue Ascend Wellness Holdings, Inc. broke down this way in fiscal 2025.

  1. Retail$339.6M268%down 9% from 2024
  2. Third-Party Wholesale$161.0M232%down 15% from 2024
Products and services by year
Products and services202320242025
Retail$371.2M$372.2M$339.6M
Third-Party Wholesale$147.4M$189.4M$161.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue66¢$330.9M
  • Other costs24¢$118.3M
  • Income tax10¢$51.4M

Out of $500.6M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending68¢$26.0M
  • Kept or used elsewhere32¢$12.0M

Out of $38.1M of cash from operations.2

Financial statements

Revenue67892$500.6M in 2025+4060% since 2019
0$200.0M$400.0M$600.0M2019: $12.0M$12.0M20192020: $143.7M$143.7M2020+1095%2021: $332.4M$332.4M2021+131%2022: $405.9M$405.9M2022+22%2023: $518.6M$518.6M2023+28%2024: $561.6M$561.6M2024+8%2025: $500.6M$500.6M2025−11%
Gross profit67892$169.7M in 2025+5061% since 2019
0$50.0M$100.0M$150.0M$200.0M2019: $3.3M$3.3M20192020: $60.9M$60.9M2020+1753%2021: $136.0M$136.0M2021+123%2022: $134.6M$134.6M2022−1%2023: $155.1M$155.1M2023+15%2024: $184.2M$184.2M2024+19%2025: $169.7M$169.7M2025−8%
Operating income67892-$17.0M in 2025−35% since 2019
-$30.0M-$20.0M-$10.0M0$10.0M2019: -$26.1M-$26.1M20192020: $7.8M$7.8M20202021: -$17.2M-$17.2M20212022: -$7.5M-$7.5M2022−56%2023: -$3.6M-$3.6M2023−52%2024: $4.7M$4.7M20242025: -$17.0M-$17.0M2025
Net income672-$118.2M in 2025+271% since 2019
-$150.0M-$100.0M-$50.0M02019: -$31.9M-$31.9M20192020: -$25.4M-$25.4M2020−20%2021: -$122.7M-$122.7M2021+382%2022: -$80.9M-$80.9M2022−34%2023: -$48.2M-$48.2M2023−40%2024: -$85.0M-$85.0M2024+76%2025: -$118.2M-$118.2M2025+39%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-12-312023-12-31
Revenue, net$500.6M$561.6M$518.6M
Cost of goods sold-$330.9M-$377.4M-$363.5M
Gross profit$169.7M$184.2M$155.1M
General and administrative expenses$169.7M$179.5M$158.7M
Settlement expense$17.0M$0$0
Total operating expenses$186.7M$179.5M$158.7M
Operating (loss) profit-$17.0M$4.7M-$3.6M
Interest expense-$51.3M-$45.3M-$37.0M
Other income, net$1.5M$707.0K$25.8M
Total other expense-$49.8M-$44.6M-$11.1M
Loss before income taxes-$66.8M-$39.8M-$14.8M
Income tax expense-$51.4M-$45.2M-$33.5M
Net loss-$118.2M-$85.0M-$48.2M
Net loss per share attributable to Class A and Class B stockholders basic (in dollars per share)-$0.58-$0.40-$0.24
Net loss per share attributable to Class A and Class B stockholders diluted (in dollars per share)-$0.58-$0.40-$0.24
Weighted-average common shares outstanding basic (in shares)203.5M shares212.4M shares199.2M shares
Weighted-average common shares outstanding diluted (in shares)203.5M shares212.4M shares199.2M shares

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Corporate structure

Ascend Wellness Holdings, Inc. sits at the top of its group. 81 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Ascend Wellness Holdings, Inc.

  • Millstreet Capital Management LLC Filed SCHEDULE 13G/A on Ascend Wellness Holdings, Inc., latest Jan 8, 2025 (2 filings since Feb 14, 2024)
  • Beehouse, LLC Filed SC 13G/A on Ascend Wellness Holdings, Inc., latest Feb 14, 2024 (2 filings since Jul 12, 2023)
  • Ascend Wellness Holdings, Inc. Rochelle Park, New Jersey
    • 1206 - 1208 Recker Road, LLC Subsidiary · Ohio, United States
    • 1336 Scribner, LLC Subsidiary · Michigan, United States
    • 144 S. Randall Opco, LLC Subsidiary · Illinois, United States
    • 2741 28th Street, LLC Subsidiary · Michigan, United States
    • 503 Century, LLC Subsidiary · Michigan, United States
    • 601 Route 70 Opco, LLC Subsidiary · New Jersey, United States
    • 6019 Milan Rd, LLC Subsidiary · Ohio, United States
    • 830 Reedy St, LLC Subsidiary · Ohio, United States
    • 8380 Cermak Opco, LLC Subsidiary · Illinois, United States
    • 909 Rand Road Opco, LLC Subsidiary · Illinois, United States
    • AGP Investments, LLC Subsidiary · Delaware, United States
    • Ascend Athol Re LLC Subsidiary · Massachusetts, United States
    • Ascend Friend Street Re LLC Subsidiary · Massachusetts, United States
    • Ascend Illinois Holdings, LLC Subsidiary · Illinois, United States
    • Ascend Illinois, LLC Subsidiary · Illinois, United States
    • Ascend Maryland 2, LLC Subsidiary · Maryland, United States
    • Ascend Maryland, LLC Subsidiary · Maryland, United States
    • Ascend Mass, Inc. Subsidiary · Delaware, United States
    • Ascend New Jersey, LLC Subsidiary · New Jersey, United States
    • Ascend Ohio, LLC Subsidiary · Ohio, United States
    • Ascend Social Equity Investments, LLC Subsidiary · Delaware, United States
    • Ascend VA, LLC Subsidiary · Virginia, United States
    • AW Franklin, LLC Subsidiary · New Jersey, United States
    • AWH Fairview Opco, LLC Subsidiary · Illinois, United States
    • AWH MGMT GRP, LLC Subsidiary · Massachusetts, United States
    • and 55 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Ascend Wellness Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Finance-lease assets$128.7M2 Dec 31, 2025$3.2M2 Dec 31, 2024+3910.3%
Operating-lease assets (leased space)$47.1M2 Dec 31, 2025$139.1M2 Dec 31, 2024−66.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$85.7M2 Dec 31, 2025$88.3M2 Dec 31, 2024−2.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$58.5M2 Dec 31, 2025$49.6M2 Dec 31, 2024+17.9%
Finite-lived intangibles, gross$290.2M2 Dec 31, 2025$277.3M2 Dec 31, 2024+4.7%
Accumulated amortization$94.2M2 Dec 31, 2025$71.8M2 Dec 31, 2024+31.2%
Finite-lived intangibles, net$196.1M2 Dec 31, 2025$205.5M2 Dec 31, 2024−4.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$84.7M2 Dec 31, 2025$89.6M2 Dec 31, 2024−5.4%
Work in process$34.5M2 Dec 31, 2025$39.6M2 Dec 31, 2024−12.8%
Finished goods$39.3M2 Dec 31, 2025$37.7M2 Dec 31, 2024+4.1%

Properties, in its own words

We lease space in Rochelle Park, NJ that houses our corporate headquarters.

As of December 31, 2025, we lease approximately 700,000 square feet of cultivation and manufacturing facilities in Barry, IL, Athol, MA, Amesbury, MA, Lansing, MI, Franklin, NJ, Smithfield, PA, and one of our two facilities in Monroe, OH. We own one manufacturing facility in Monroe, OH which comprises approximately 9,000 square feet. We lease 41 of 53 currently open or planned retail dispensaries, including entities to which we provide administrative and operational support, which comprise approximately 230,000 square feet, and own 12 retail dispensaries, which comprise approximately 60,000 square feet.

The rest of Item 2

Our cultivation leases generally have a term of 18 to 20 years. Most leases for our cultivation and manufacturing operations provide for a base rent, typically with three percent annual escalators and generally require us to pay insurance, utilities, real estate taxes and repair and maintenance expenses.

Our retail leases generally have a term of ten years with two five-year renewal options. Most leases for our retail stores provide for a base rent, typically with 2-3 percent annual escalations and generally require us to pay insurance, utilities, real estate taxes, and repair and maintenance expenses.

The average size of our retail stores is approximately 5,000 square feet. The following table summarizes our principal physical properties by state and their designation by use or planned use, as of December 31, 2025:

State · Cultivation/ Processing · Retail · Ancillary(1)

Illinois · 1 · 10 · 3

Maryland · — · 4 · 3

Massachusetts · 2 · 3 · 2

Michigan · 1 · 8 · 2

New Jersey · 1 · 3 · 5

Ohio · 2 · 7 · 2

Pennsylvania · 1 · 5 · —

Retail partner locations · — · 13 · —

Total · 8 · 53 · 17

(1)Ancillary properties include non-cannabis touching properties that support the Company’s operations, such as offices and parking lots.

Item 2 of the 10-K filed Mar 12, 2026.5

Leadership

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorAbner Kurtin named Apr 27, 2022 to Jun 11, 202513
  • Executive Officer, DirectorFrank Perullo named Jan 23, 2025 to Jun 11, 202513
  • Executive OfficerRoman Nemchenko named Jan 23, 2025 to Jun 11, 202513
  • Executive Officer, DirectorSamuel Brill named Jul 7, 2023 to Jun 11, 202513
  • Executive OfficerDaniel Neville named Apr 27, 2022 to Jul 7, 202314
  • Executive OfficerChris Melillo named Apr 27, 2022 to Jul 25, 202215
  • Executive OfficerRobin Debiase named Apr 27, 2022 to Jul 25, 202215
  • DirectorJosh Gold named Jul 7, 2023 to Jun 11, 202513
  • DirectorJulie Francis named Jan 23, 2025 to Jun 11, 202513
  • DirectorScott Swid named Apr 27, 2022 to Jun 11, 202513
  • DirectorJohn Hartmann named Jul 7, 2023 to Jan 23, 202516
  • DirectorFrancis Perullo named Apr 27, 2022 to Jul 7, 202314
  • DirectorEmily Paxhia named Apr 27, 2022 to Jul 25, 202215
  • DirectorJoseph Hinrichs named Apr 27, 2022 to Jul 25, 202215

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 1206 - 1208 Recker Road, LLC Ohio4
  • 1336 Scribner, LLC Michigan4
  • 144 S. Randall Opco, LLC Illinois4
  • 2741 28th Street, LLC Michigan4
  • 503 Century, LLC Michigan4
  • 601 Route 70 Opco, LLC New Jersey4
  • 6019 Milan Rd, LLC Ohio4
  • 830 Reedy St, LLC Ohio4
  • 8380 Cermak Opco, LLC Illinois4
  • 909 Rand Road Opco, LLC Illinois4
  • AGP Investments, LLC Delaware4
  • AW Franklin, LLC New Jersey4
  • AWH Fairview Opco, LLC Illinois4
  • AWH MGMT GRP, LLC Massachusetts4
  • AWH NJ HOLDCO, LLC New Jersey4
  • AWH New York, LLC New York4
  • AWH Pennsylvania 2, LLC Pennsylvania4
  • AWH Pennsylvania, LLC Delaware4
  • AWH Springfield OpCo, LLC Illinois4
  • AWHM, LLC Michigan4
  • Ascend Athol Re LLC Massachusetts4
  • Ascend Friend Street Re LLC Massachusetts4
  • Ascend Illinois Holdings, LLC Illinois4
  • Ascend Illinois, LLC Illinois4
All 83 listed subsidiaries
  • Ascend Maryland 2, LLC Maryland4
  • Ascend Maryland, LLC Maryland4
  • Ascend Mass, Inc. Delaware4
  • Ascend Mass, LLC Massachusetts4
  • Ascend New Jersey, LLC New Jersey4
  • Ascend Ohio, LLC Ohio4
  • Ascend Social Equity Investments, LLC Delaware4
  • Ascend VA, LLC Virginia4
  • Ascend Wellness Holdings, Inc. Delaware4
  • BCCO, LLC Ohio4
  • Blu Pharms Limited Liability Company Maryland4
  • Blue Jay Botanicals Holdings, LLC Massachusetts4
  • Blue Jay Re LLC Massachusetts4
  • Blue Mountain Care, LLC Maryland4
  • Blue Mountain Holdings, LLC Maryland4
  • Chicago Alternative Health Center Holdings, LLC Illinois4
  • Chicago Alternative Health Center, LLC Illinois4
  • Devi Maryland RE Holding, L.L.C. Maryland4
  • Devi Maryland Re Holding II, L.L.C. Maryland4
  • Durjaya LLC Maryland4
  • East Coast Staffing, LLC Delaware4
  • East Coasting, LLC New Jersey4
  • FPAW Michigan 2, Inc Michigan4
  • FPAW Michigan LLC Michigan4
  • Farmalogics Health And Wellness, LLC Maryland4
  • Green Ivy Ohio, LLC Ohio4
  • Green Jones LLC New Jersey4
  • HealthCentral, LLC Illinois4
  • Hemma 2, LLC Ohio4
  • Hemma Operations, LLC Ohio4
  • Hemma, LLC Ohio4
  • InLabs III Illinois4
  • MASS MGMT GRP, LLC Massachusetts4
  • MD MGMT GRP, LLC Maryland4
  • MOCA, LLC Illinois4
  • MSP MGMT GRP, LLC Michigan4
  • Marichron Pharma LLC Ohio4
  • Marichron Properties, LLC Ohio4
  • Massgrow, Inc. Delaware4
  • Massgrow, LLC Massachusetts4
  • Met Real Estate, LLC Massachusetts4
  • MiLou Staffing, LLC Delaware4
  • Mister Jones, LLC New Jersey4
  • Mr Jones Staffing LLC Delaware4
  • NJ MGMT GRP, LLC New Jersey4
  • NY MGMT GRP, LLC New York4
  • OHIO MGMT GRP, LLC Ohio4
  • OPA Real Estate, LLC Ohio4
  • Ohio Cannabis Clinic LLC Ohio4
  • Ohio Patient Access, LLC Ohio4
  • PA MGMT GRP, LLC Pennsylvania4
  • Revolution Cannabis-Barry, LLC Illinois4
  • Rubino Ventures Staffing LLC Delaware4
  • Southcoast Apothecary, LLC Massachusetts4
  • Springfield Partners II, LLC Illinois4
  • Story of PA CR, LLC Pennsylvania4
  • TJM Enterprises, LLC Michigan4
  • TVP Grand Rapids, LLC Michigan4
  • The Homecoming Group, LLC Illinois4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Ascend Wellness Holdings, IncJan 25, 2021 to Mar 11, 20223
  • Ascend Wellness Holdings, LLCOct 24, 2018 to Apr 15, 20213

Timeline

  1. Aug 31, 20268-K Shareholder vote17
  2. Aug 12, 20268-K Results of operations18
  3. Jun 25, 20268-K Bylaws or fiscal year changed19
  4. May 13, 20268-K Results of operations20
  5. May 5, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Shareholder vote21
  6. Mar 12, 20268-K Results of operations22
  7. Feb 13, 20268-K Other events23
  8. Feb 9, 20268-K Results of operations24
  9. Feb 6, 20268-K Other events25
  10. Nov 10, 20258-K Results of operations26
  11. Aug 7, 20258-K Results of operations27
  12. May 28, 20258-K New debt or obligation; Other events28

Calendar

Coming up

  1. Around Nov 11, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results18
  2. May 13, 2026Reported quarterly or annual results20
  3. Mar 12, 2026Reported quarterly or annual results22
  4. Feb 9, 2026Reported quarterly or annual results24
  5. Nov 10, 2025Reported quarterly or annual results26
  6. Aug 7, 2025Reported quarterly or annual results27
  7. May 12, 2025Reported quarterly or annual results29
  8. Mar 12, 2025Reported quarterly or annual results30

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

118 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 55 major events, 3 insider forms, 4 large holders, 5 private raises, 31 other. The latest 20:

  1. Aug 31, 20268-K EDGAR
  2. Aug 12, 202610-Q EDGAR
  3. Aug 12, 20268-K EDGAR
  4. Aug 10, 2026DEFA14A EDGAR
  5. Jul 10, 2026DEFA14A EDGAR
  6. Jul 9, 2026DEF 14A DEFM14A EDGAR
  7. Jun 29, 2026PRE 14A EDGAR
  8. Jun 25, 20268-K EDGAR
  9. Jun 25, 2026PREM14A EDGAR
  10. May 13, 202610-Q EDGAR
  11. May 13, 20268-K EDGAR
  12. May 5, 20268-K EDGAR
  13. Mar 20, 2026ARS EDGAR
  14. Mar 20, 2026DEFA14A EDGAR
  15. Mar 20, 2026DEF 14A EDGAR
  16. Mar 12, 202610-K EDGAR
  17. Mar 12, 20268-K EDGAR
  18. Feb 13, 20268-K EDGAR
  19. Feb 9, 20268-K EDGAR
  20. Feb 6, 20268-K EDGAR

The 118 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

1 open-market trades by officers, directors and large owners since October 2021: 0 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 15, 2024Connolly Brian D10% ownerSale325,000$0.45$146.2KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$114.8M 2022–2025
Money received by yearMoney received by year, 2022–2025: $114.8M in all. Private raises (Form D) $114.8M.$0$20M$40M$60M$80M2022 · Private raises (Form D): $42.8M20222023 · Private raises (Form D): $7.0M202320242025 · Private raises (Form D): $65.0M2025
Figures by year
YearPrivate raises (Form D)Total
2025$65.0M$65.0M
2023$7.0M$7.0M
2022$42.8M$42.8M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. May 27, 2025Raised $50 million in a private offering of debt13 Form D: 4 investors so far Form D
  2. Jan 10, 2025Raised $15 million in a private offering of debt16 Form D: 4 investors so far Form D
  3. Jun 23, 2023Raised $7 million in a private offering of equity14 Form D: 1 investor so far Form D
  4. Jul 25, 2022Filed a private offering of securities15 Form D: $9.7 million offered in all Form D
  5. Apr 19, 2022Raised $42.8 million in a private offering of equity33 Form D: 3 investors so far Form D

SEC filer profile

How Ascend Wellness Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAscend Wellness Holdings, Inc.1
  • CIK0001756390
  • Employer ID (EIN)83-06020065
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)2833 Medicinal Chemicals & Botanical Products1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address174 Nj-17, Rochelle Park, NJ 076621
  • Phone(646) 661-76001
  • Shares outstanding202,200,918 Common Class A shares; 65,000 Common Class B shares as of Mar 10, 20265
  • Public float$54.8M as of Jun 30, 20255
  • AuditorWithumSmith+Brown, PC, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceOct 24, 20181
  • Filings147 in all: 8-K (58), 10-Q (17), D (9), CORRESP (7), UPLOAD (7), DEF 14A (6), DEFA14A (6), 10-K (5)1
    All 26 form types

    ARS (4), EFFECT (4), S-1/A (3), S-3 (3), 3 (2), S-8 (2), SC 13G (2), SEC STAFF LETTER (2), 4 (1), 424B4 (1), DRS (1), DRS/A (1), DRSLTR (1), PRE 14A (1), PREM14A (1), S-1 (1), SC 13G/A (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Jul 9, 2026
    Latest 8-K (8-K) Aug 31, 2026

Risk factors and legal proceedings

The risks Ascend Wellness Holdings, Inc. names in Item 1A of its 10-K filed Mar 12, 2026: 76 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • Cannabis remains illegal under U.S. federal law, and enforcement of cannabis laws could change in a manner that materially or adversely affects our business.
  • We may be subject to enforcement or other action by the U.S. federal government.
  • U.S. state and local regulation of cannabis is complex, evolving, and uncertain.
  • We are affected by evolving and dynamic laws and regulations governing the cannabis industry, which could adversely affect our business strategy, operating results, and profitability.
  • State regulatory agencies may require us to post bonds, maintain large insurance policies, or post significant fees.
  • We may be subject to heightened scrutiny by Canadian regulatory authorities.
  • Limitations on cannabis license ownership may constrain our growth and operational flexibility.
  • Our ability to expand our product offerings and dispensary services may be limited.
  • We face risks associated with licensing relating to supply, supply chain and market constraints.
  • We may become subject to FDA or Bureau of Alcohol, Tobacco, Firearms and Explosives (“ATF”) regulation.
  • Cannabis businesses are subject to applicable anti-money laundering laws and regulations and have restricted access to banking and other financial services.
The other 65 risks
  • We are subject to proceeds of crime statutes.
  • We face risks related to U.S. tax provisions related to controlled substances.
  • Our business is concentrated in a limited number of states, and adverse developments in any of those states could have a disproportionate impact on our business.
  • We may face difficulties in enforcing our contracts.
  • We have limited trademark and intellectual property protection.
  • We are and may continue to be subject to constraints on marketing our products.
  • We face risks related to the results of future clinical research.
  • We lack access to U.S. bankruptcy protections.
  • Cannabis businesses may be subject to civil asset forfeiture.
  • We face physical security risks related to our operations and cash handling.
  • We are a holding company.
  • We face intense competition, which could adversely affect our business, financial condition, and results of operations.
  • Competition for the acquisition and leasing of properties suitable for cannabis operations may adversely affect our business.
  • We face risks due to industry immaturity or limited comparable, competitive or established industry best practices.
  • We may be adversely impacted by rising or volatile energy costs and dependent on inputs.
  • We may encounter environmental risks related to properties used in our operations.
  • Climate change may have an adverse effect on our operations.
  • We are dependent on key inputs, suppliers, and skilled labor.
  • We depend on our ability to attract, retain and motivate key personnel.
  • There may be unknown health impacts associated with the use of cannabis and cannabis derivative products.
  • We face an inherent risk of product liability and similar claims.
  • We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could subject us to significant liabilities and other costs.
  • Our products may be subject to product recalls.
  • Adverse changes in the wholesale and retail prices could result in earnings declines.
  • We may face unfavorable publicity or consumer perception.
  • Our business is highly dependent upon our brand recognition and reputation, and the erosion or degradation of our brand recognition or reputation would likely adversely affect our business and operating results.
  • We may face competition from pharmaceutical, synthetic cannabinoid and other alternative products.
  • We may have increased labor costs and operational constraints as a result of union activity.
  • As the cannabis market continues to mature, our products may become obsolete, less competitive, or less marketable.
  • Risks Related to Ownership of Our Class A Common Stock
  • We do not intend to pay dividends on our shares of Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our shares of Class A common stock.
  • Our capital structure and voting control may cause unpredictability in the price of our Class A common stock.
  • The market price for the shares of Class A common stock may be volatile, which may affect the price at which you could sell the shares of Class A common stock.
  • Sales of substantial amounts of shares of Class A common stock, or a decline in our stock price, could adversely affect the market price of our shares and our ability to raise capital.
  • Additional issuances of shares of Class A common stock may result in further dilution.
  • An active trading market for our Class A common stock may not be sustained, which could limit liquidity and increase volatility.
  • We incur increased costs as a result of being a United States company listed on the CSE and maintaining a public listing.
  • Anti-takeover provisions in our certificate of incorporation and bylaws and Delaware law could discourage a takeover.
  • Our Board may issue preferred stock with rights senior to our Class A common stock, which could adversely affect our stockholders and deter a change in control.
  • Our bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • It may be difficult to enforce civil liabilities in the U.S. under Canadian securities laws.
  • We are an SEC foreign issuer under Canadian securities laws and, therefore, are exempt from certain requirements of Canadian securities laws applicable to other Canadian reporting issuers.
  • Risks Related to Our Finances, Acquisitions, and Capital Requirements
  • We may acquire other companies or technologies.
  • We may face difficulties acquiring additional or traditional financing.
  • Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.
  • Material acquisitions, dispositions, and other strategic transactions involve a number of risks for us.
  • We may be subject to growth-related risks.
  • We may invest in pre-revenue or other revenue-generating cannabis companies which may not be able to meet anticipated revenue targets in the future.
  • There can be no assurance that our current or future contractual relationships or strategic alliances will have a beneficial impact on our business, financial condition and results of operation.
  • Our sales are difficult to forecast.
  • Changes in our customer, product, or competition mix could cause our product margin to fluctuate.
  • We have a limited operating history and a history of net losses and negative cash flows from operating activities, and we may not achieve or maintain profitability or positive cash flows in the future.
  • We face increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives.
  • There is no guarantee that our current cash position, expected revenue growth and anticipated financing transactions will be sufficient to fund our operations for the next twelve months.
  • We are subject to a number of restrictive debt covenants under our loan agreements.
  • General Risk Factors
  • Limited analyst coverage or unfavorable analyst reports could adversely affect the market price and trading volume of our Class A common stock.
  • We are eligible to be treated as an “emerging growth company” as defined in the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the shares of Class A common stock less attractive to investors.
  • We have broad discretion in the use of our cash, cash equivalents, and investments and may not use them effectively.
  • Proposed legislation in the U.S. Congress, including changes in U.S. tax law and the Inflation Reduction Act of 2022, may adversely impact us and the value of shares of our Class A common stock.
  • We face exposure to fraudulent or illegal activity by employees, contractors and consultants.
  • Our reputation and ability to do business may be negatively impacted by the improper conduct by our business partners, employees or agents.
  • We face risks related to our information technology systems, and potential cyber-attacks and security breaches.
  • Our use of artificial intelligence technologies may expose us to operational, regulatory, data privacy, and reputational risks.
  • We face risks related to our insurance coverage and uninsurable risks.
  • We may be subject to litigation, arbitration, or other legal proceedings that could adversely affect our business.
  • We may be negatively impacted by challenging global economic conditions.

Legal proceedings

For a description of our material pending legal proceedings, please see Note 15, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.5

Sources

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