PLNH on OTC

Planet 13 Holdings Inc.

Planet 13 Holdings Inc. is an American agricultural production-crops company based in Las Vegas.1 Its shares trade on OTC under the symbol PLNH.1

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Last updated Oct 21, 2026.

Overview

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  • TickerPLNH on OTC1
  • IndustryAgricultural Production-Crops1
  • HeadquartersLas Vegas, Nevada1
  • Incorporated inNV2
  • Business address2548 West Desert Inn Road, Las Vegas, Nv 891092
  • Filer category, Emerging growth company2
  • Legal formCorporation

Through our subsidiaries in Nevada, we hold six licenses for cultivation (three medical licenses and three adult-use licenses), six licenses for production (three medical licenses and three adult-use licenses), three dispensary licenses (one medical license and two adult-use licenses) and one distribution license (adult-use and medicinal).4 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

38.6%Gross margin5
-61.8%Net margin5
-11.2%Revenue growth, 20255
-125.0%Return on equity5
0.02×Debt to equity5
-$20.8MFree cash flow5

What sells

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

Products and services

Retail brought in 90% of the revenue Planet 13 Holdings Inc. broke down this way in fiscal 2025.

  1. Retail$93.0M590%down 9% from 2024
  2. Wholesale$10.4M510%down 26% from 2024
Products and services by year
Products and services20242025
Retail$102.4M$93.0M
Wholesale$14.0M$10.4M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue61¢$63.5M
  • Other costs27¢$28.2M
  • Income tax11¢$11.6M

Out of $103.4M in revenue.5 The company lost money this year.

Financial statements

Revenue675$103.4M in 2025−13% since 2021
0$50.0M$100.0M$150.0M2021: $119.5M$119.5M20212022: $104.6M$104.6M2022−12%2023: $98.5M$98.5M2023−6%2024: $116.4M$116.4M2024+18%2025: $103.4M$103.4M2025−11%
Gross profit675$39.9M in 2025−40% since 2021
0$20.0M$40.0M$60.0M$80.0M2021: $66.0M$66.0M20212022: $48.0M$48.0M2022−27%2023: $44.8M$44.8M2023−7%2024: $56.1M$56.1M2024+25%2025: $39.9M$39.9M2025−29%
Net income6785-$63.9M in 2025+185% since 2021
-$80.0M-$60.0M-$40.0M-$20.0M02021: -$22.5M-$22.5M20212022: -$59.5M-$59.5M2022+165%2023: -$73.6M-$73.6M2023+24%2024: -$47.8M-$47.8M2024−35%2025: -$63.9M-$63.9M2025+34%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Revenues, net of discounts$103.4M$116.4M$98.5M
Cost of Goods Sold-$63.5M-$60.3M
Gross Profit$39.9M$56.1M$44.8M
General and Administrative$51.6M$51.2M
Sales and Marketing$5.5M$5.8M
Lease Expense$5.2M$4.5M
Impairment loss$29.8M$21.3M
Depreciation and Amortization$7.0M$8.9M
Total Expenses$99.2M$91.6M
Loss From Operations-$59.3M-$35.5M
Interest income (expense), net-$476.7K-$333.1K
Foreign exchange gain (loss)-$3.1K-$14.9K
Other Income, net$7.5M$257.4K
Total Other Income (Expense)$7.0M-$90.6K
Loss Before Provision for Income Taxes-$52.3M-$35.6M
Current Tax expense-$13.7M-$14.2M
Deferred Tax recovery (expense)$2.1M$2.0M
Income Tax Expense (Benefit)-$11.6M-$12.2M
Net Loss and Comprehensive Loss-$63.9M-$47.8M
Basic and diluted loss per share (in dollars per share)-$0.20-$0.16
Weighted average number of shares outstanding, basic and diluted (in shares)325.3M shares292.2M shares

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Corporate structure

Planet 13 Holdings Inc. sits at the top of its group. 18 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Planet 13 Holdings Inc.

  • Robert Groesbeck Filed SC 13G on Planet 13 Holdings Inc., latest Feb 15, 2023
  • Larry Scheffler Filed SC 13G/A on Planet 13 Holdings Inc., latest Feb 14, 2023
  • Planet 13 Holdings Inc. Las Vegas, Nevada
    • BLC Management Company, LLC (a) Subsidiary · Nevada, United States
    • BLC NV Food, LLC Subsidiary · Nevada, United States
    • By The Slice, LLC (b) Subsidiary · Nevada, United States
    • Club One Three, LLC (inactive) Subsidiary · Nevada, United States
    • Crossgate Capital U.S. Holdings Corp. Subsidiary · Nevada, United States
    • Estate of Las Palmas LLC Subsidiary · Nevada, United States
    • LBC CBD, LLC (c) Subsidiary · Nevada, United States
    • MM Development Company, Inc. (d) Subsidiary · Nevada, United States
    • Newtonian Principles, Inc. (e) Subsidiary · California, United States
    • Next Green Wave, LLC Subsidiary · California, United States
    • ORB13T LLC (inactive) Subsidiary · Nevada, United States
    • Planet 13 Chicago, LLC Subsidiary · Illinois, United States
    • Planet 13 Illinois, LLC (f) Subsidiary · Illinois, United States
    • Planet 13 Innovations LLC Subsidiary · Nevada, United States
    • Planet 13 Lifestyles LLC Subsidiary · Nevada, United States
    • Planet 13 Real Prop, LLC Subsidiary · Florida, United States
    • VidaCann, LLC Subsidiary · Florida, United States

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 Planet 13 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
Property and equipment, before depreciation$81.7M5 Dec 31, 2025$108.5M5 Dec 31, 2024−24.7%
Accumulated depreciation$47.6M5 Dec 31, 2025$45.0M5 Dec 31, 2024+5.8%
Property and equipment, net$34.1M5 Dec 31, 2025$63.5M5 Dec 31, 2024−46.3%
Operating-lease assets (leased space)$31.5M5 Dec 31, 2025$38.2M5 Dec 31, 2024−17.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$5.3M5 Dec 31, 2025$23.4M5 Dec 31, 2024−77.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$42.9M5 Dec 31, 2025$48.8M5 Dec 31, 2024−12.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$18.1M5 Dec 31, 2025$22.8M5 Dec 31, 2024−20.5%
Raw materials$6.9M5 Dec 31, 2025$9.8M5 Dec 31, 2024−29.8%
Work in process$4.0M5 Dec 31, 2025$6.4M5 Dec 31, 2024−37.9%
Finished goods$5.8M5 Dec 31, 2025$4.7M5 Dec 31, 2024+22.9%
Supplies$1.5M5 Dec 31, 2025$1.9M5 Dec 31, 2024−21.2%

Properties, in its own words

The following tables set forth our owned and leased physical properties as of March 26, 2025, which include the corporate principal office, the Planet 13 Entertainment Complex, locations of operating dispensaries, and locations for operating cultivation and processing facilities.We believe our existing properties and equipment are in good operating condition and are suitable for the conduct of our business.

State/City · Comments/Description · County · Leased/owned

The rest of Item 2

NEVADA · One office location, three cultivation facilities, two processing facilities, two production facilities, two operating dispensaries, one distribution facilities, one entertainment complex and one development property

Las Vegas · Headquarters, U.S. · Clark County, NV · Leased

Las Vegas · Cultivation & Production Facility · Clark County, NV · Leased

Las Vegas · Cultivation & Distribution Facility · Clark County, NV · Leased

Las Vegas · Dispensary & Production Facility & Entertainment Complex · Clark County, NV · Leased

Las Vegas · Dispensary Facility · Clark County, NV · Leased

Beatty · Cultivation & Production Facility and development property · Nye County, NV · Owned

CALIFORNIA · One production facility, one operating dispensary, one distribution facility

Santa Ana · Dispensary & Distribution Facility · Orange County, CA · Leased

Coalinga · Manufacturing Facility C · Fresno County, CA · Leased

ILLINOIS · One operating dispensary

Waukegan · Dispensary Facility · Lake County, IL · Owned

FLORIDA · One cultivation and processing facility, one office, one production facility, thirty-three operating dispensaries and two development properties

Jacksonville · Cultivation & Processing Facility · Saint Johns County, FL · Leased

Jacksonville · Production Facility · Duval County, FL · Leased

Bonita Springs · Dispensary · Lee County, FL · Leased

Bradenton · Dispensary · Manatee County, FL · Leased

Cape Coral · Dispensary · Lee County, FL · Leased

Clermont · Dispensary · Lake County, FL · Leased

Daytona Beach/Holly Hill · Dispensary · Volusia County, FL · Leased

Deerfield Beach · Dispensary · Broward County, FL · Leased

DeLand · Dispensary · Volusia County, FL · Leased

Destin/Miramar Beach · Dispensary · Walton County, FL · Leased

Edgewater · Dispensary · Volusia County, FL · Leased

Gainesville · Dispensary · Alachua County, FL · Leased

Gulf Breeze · Dispensary · Santa Rosa County, FL · Leased

Jacksonville - Roosevelt · Dispensary · Duval County, FL · Leased

Jacksonville - Sunbeam · Dispensary · Santa Rosa County, FL · Leased

Lakeland · Dispensary · Polk County, FL · Leased

Largo · Dispensary · Pinellas County, FL · Leased

Ocala · Dispensary · Marion County, FL · Leased

Orange Park · Dispensary · Clay County, FL · Leased

Orlando - Semoran · Dispensary · Orange County, FL · Leased

Orlando - Southland · Dispensary · Orange County, FL · Leased

Pace · Dispensary · Santa Rosa County, FL · Leased

Palm Bay · Dispensary · Brevard County, FL · Leased

Pensacola · Dispensary · Escambia County, FL · Leased

Port Charlotte · Dispensary · Charlotte County, FL · Leased

Port Orange · Dispensary · Volusia County, FL · Leased

Port Richey · Dispensary · Pasco County, FL · Leased

Sarasota · Dispensary · Sarasota County, FL · Leased

St Johns · Dispensary · St Johns County, FL · Leased

St. Petersburg · Dispensary · Pinellas County, FL · Leased

Stuart · Dispensary · Martin County, FL · Leased

Summerfield · Dispensary · Marion County, FL · Leased

Tallahassee · Dispensary · Leon County, FL · Leased

Tampa - Bruce B Downs · Dispensary · Hillsborough County, FL · Leased

Tampa - Kennedy · Dispensary · Hillsborough County, FL · Leased

West Palm Beach North · Dispensary · Palm Beach County, FL · Leased

West Palm Beach South · Dispensary · Palm Beach County, FL · Leased

Item 2 of the 10-K filed Mar 25, 2026.4

Leadership

Who has led Planet 13 Holdings Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (14)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • BLC Management Company, LLC (a) Nevada3
  • BLC NV Food, LLC Nevada3
  • By The Slice, LLC (b) Nevada3
  • Club One Three, LLC (inactive) Nevada3
  • Crossgate Capital U.S. Holdings Corp. Nevada3
  • Estate of Las Palmas LLC Nevada3
  • LBC CBD, LLC (c) Nevada3
  • MM Development Company, Inc. (d) Nevada3
  • Newtonian Principles, Inc. (e) California3
  • Next Green Wave, LLC California3
  • ORB13T LLC (inactive) Nevada3
  • Planet 13 Chicago, LLC Illinois3
  • Planet 13 Illinois, LLC (f) Illinois3
  • Planet 13 Innovations LLC Nevada3
  • Planet 13 Lifestyles LLC Nevada3
  • Planet 13 Real Prop, LLC Florida3
  • VidaCann, LLC Florida3

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

Timeline

  1. Aug 12, 20268-K Results of operations28
  2. Jul 31, 20268-K Entered a material agreement29
  3. Jul 27, 20268-K Other events30
  4. Jun 11, 20268-K Shareholder vote31
  5. May 15, 20268-K Executive or director change32
  6. May 13, 20268-K Results of operations33
  7. Apr 30, 20268-K Executive or director change34
  8. Mar 25, 20268-K Results of operations35
  9. Mar 6, 20268-K Executive or director change36
  10. Jan 8, 20268-K Executive or director change37
  11. Jan 5, 20268-K Other events38
  12. Nov 12, 20258-K Results of operations39
  13. Jan 3, 2022New chief executive Robert Groesbeck becomes CEO13
  14. Jan 3, 2022New chief executive Larry Scheffler becomes CEO12

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 results28
  2. May 13, 2026Reported quarterly or annual results33
  3. Mar 25, 2026Reported quarterly or annual results35
  4. Nov 12, 2025Reported quarterly or annual results39
  5. Aug 13, 2025Reported quarterly or annual results40
  6. May 14, 2025Reported quarterly or annual results41
  7. Mar 27, 2025Reported quarterly or annual results42
  8. Nov 8, 2024Reported quarterly or annual results43

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

Filings

237 filings to the SEC since October 2021: 6 annual reports, 17 quarterly reports, 62 major events, 100 insider forms, 2 large holders, 2 private raises, 48 other. The latest 20:

  1. Aug 12, 20268-K EDGAR
  2. Aug 12, 202610-Q EDGAR
  3. Jul 31, 2026425 EDGAR
  4. Jul 31, 20268-K EDGAR
  5. Jul 27, 2026425 EDGAR
  6. Jul 27, 20268-K EDGAR
  7. Jul 2, 2026S-8 EDGAR
  8. Jun 11, 20268-K EDGAR
  9. May 15, 20268-K EDGAR
  10. May 13, 20268-K EDGAR
  11. May 13, 202610-Q EDGAR
  12. May 5, 20264 PRIMARY DOCUMENT EDGAR
  13. Apr 30, 20268-K EDGAR
  14. Apr 29, 2026ARS EDGAR
  15. Apr 29, 2026DEFA14A EDGAR
  16. Apr 29, 2026DEF 14A EDGAR
  17. Apr 22, 20264/A PRIMARY DOCUMENT EDGAR
  18. Apr 21, 20264 PRIMARY DOCUMENT EDGAR
  19. Mar 25, 20268-K EDGAR
  20. Mar 25, 202610-K EDGAR

The 237 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

80 open-market trades by officers, directors and large owners since October 2021: 0 buys and 80 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 30, 2026Wren ChrisVP of OperationsSale30,000$0.15$4.5KForm 4
Apr 20, 2026Wren ChrisVP of OperationsSale30,000$0.15$4.5KForm 4
Apr 20, 2026Wren ChrisVP of OperationsSale30,000$0.15$4.5KForm 4
Apr 17, 2026Wren ChrisVP of OperationsSale2,500$0.15$375Form 4
Apr 17, 2026Wren ChrisVP of OperationsSale2,500$0.15$375Form 4
Mar 6, 2026Wren ChrisVP of OperationsSale30,000$0.16$4.8KForm 4
Feb 20, 2026Wren ChrisVP of OperationsSale30,000$0.17$5.1KForm 4
Jan 30, 2026Wren ChrisVP of OperationsSale25,000$0.17$4.2KForm 4
Jan 23, 2026Wren ChrisVP of OperationsSale30,000$0.19$5.7KForm 4
Jan 16, 2026Wren ChrisVP of OperationsSale30,000$0.18$5.4KForm 4
Jan 7, 2026Wren ChrisVP of OperationsSale30,000$0.20$6.0KForm 4
Jan 2, 2026Wren ChrisVP of OperationsSale30,000$0.20$6.0KForm 4
Dec 24, 2025Wren ChrisVP of OperationsSale30,000$0.23$6.9KForm 4
Dec 15, 2025Wren ChrisVP of OperationsSale100,000$0.21$21.0KForm 4
Dec 12, 2025Wren ChrisVP of OperationsSale100,000$0.18$18.0KForm 4
Dec 12, 2025Groesbeck RobertCo-CEOSale1,000,000$0.21$210.0KForm 4
Dec 11, 2025Wren ChrisVP of OperationsSale100,000$0.17$17.0KForm 4
Dec 9, 2025Wren ChrisVP of OperationsSale37,800$0.18$6.8KForm 4
Dec 8, 2025Wren ChrisVP of OperationsSale37,324$0.18$6.7KForm 4
Dec 4, 2025Wren ChrisVP of OperationsSale100,000$0.19$19.0KForm 4

All 80 trades can be filtered by person here when JavaScript is on.

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.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Larry SchefflerCo-Chief Executive Officer75$585.2K46
2025Robert GroesbeckCo-Chief Executive Officer65$585.2K46
2025Chris WrenVice President of Operations43$444.5K46
2025Tatev OganyanGeneral Counsel37$267.5K$324.5K46
2025Steve McLeanInterim Chief Financial Officer52$230.9K46
2024Larry SchefflerCo-Chief Executive Officer75$863.7K46
2024Robert GroesbeckCo-Chief Executive Officer65$863.7K46
2024Chris WrenVice President of Operations43$565.9K46
2024Steve McLeanInterim Chief Financial Officer52$146
2024Tatev OganyanGeneral Counsel37$146

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$55.1M 2023–2024
Money received by yearMoney received by year, 2023–2024: $55.1M in all. Private raises (Form D) $55.1M.$0$20M$40M$60M2023 · Private raises (Form D): $710.0K20232024 · Private raises (Form D): $54.4M2024
Figures by year
YearPrivate raises (Form D)Total
2024$54.4M$54.4M
2023$710.0K$710.0K

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 10, 2024Raised $54.4 million in a private offering of equity47 Form D: 51 investors so far Form D
  2. Nov 14, 2023Raised $710,000 in a private offering of equity48 Form D: 2 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Front Row Advisors LLC7,000$9100.0%No change
Leo H. Evart, Inc.500$670.0%No change
Rhumbline Advisers360$480.0%No change
Ancora Advisors LLC125$170.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Planet 13 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 EDGARPlanet 13 Holdings Inc.1
  • CIK0001813452
  • Employer ID (EIN)83-27871994
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inNevada4
  • Fiscal year endsDecember 311
  • Industry code (SIC)0100 Agricultural Production-Crops1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address2548 West Desert Inn Road, Las Vegas, NV 891091
  • Mailing address4675 W. Teco Ave., Suite 250, Las Vegas, NV 891181
  • Phone702-815-13131
  • Shares outstanding335,319,455 as of Aug 12, 202611
  • Public float$43.4M as of Jun 30, 20254
  • AuditorDAVIDSON & COMPANY LLP, Vancouver, Canada PCAOB ID 731; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceMay 29, 20201
  • Filings252 in all: 4 (81), 8-K (59), 3 (18), 425 (15), 10-Q (14), 144 (10), 10-K (5), DEF 14A (5)1
    All 29 form types

    ARS (4), CORRESP (4), D (4), DEFA14A (4), S-8 (4), UPLOAD (4), 10-Q/A (3), 8-K/A (3), 10-12G/A (2), 424B3 (2), 10-12G (1), 10-K/A (1), 4/A (1), 424B5 (1), 8-K12G3 (1), EFFECT (1), PRE 14A (1), S-3 (1), S-8 POS (1), SC 13G (1), SC 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 25, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 29, 2026
    Latest 8-K (8-K) Aug 12, 2026

Risk factors and legal proceedings

The risks Planet 13 Holdings Inc. names in Item 1A of its 10-K filed Mar 25, 2026: 65 risks under these headings, as written.4

  • Risks Related to Regulation and our Industry
  • Risks Related to our Business and Operations
  • Risks Related to our Acquisitions and Growth Strategy
  • Risks Related to Intellectual Property
  • Risks Related to our Common Stock
  • Cannabis continues to be a controlled substance under the CSA and our business model, and the nature of our operations could result in adverse actions by agencies of the U.S. federal government, which could have a material adverse effect on us.
  • Some of our planned business activities, while compliant with applicable U.S. state and local law, are illegal under U.S. federal law.
  • There is uncertainty surrounding the U.S. federal government and the policies of the Department of Justice regarding the cannabis industry, and federal enforcement actions could result in significant fines, penalties, convictions or criminal charges, which could have a material adverse effect on our business.
  • The industry in which we operate is still developing and subject to extensive regulation.
  • We face risks due to industry immaturity or limited comparable, competitive or established industry best practices.
  • The size of our target market is difficult to quantify and investors will be reliant on their own estimates on the accuracy of market data.
  • Our sales and marketing activities and enforcement of contracts may be hindered by regulatory restrictions.
The other 58 risks
  • We expect to incur significant ongoing costs and obligations related to our investment in infrastructure, growth, regulatory compliance and operations, and uncertainty regarding legal and regulatory status and changes may have a material adverse effect on our business.
  • Our investors, directors, officers and employees may be subject to entry bans into the United States.
  • Our operations may become the subject of heightened scrutiny, which may lead to the imposition of additional restrictions on our operations.
  • Regulatory scrutiny of the industry in which we operate may negatively impact our ability to raise additional capital.
  • Due to the classification of cannabis as a Schedule I controlled substance under the CSA, banks and other financial institutions which service the cannabis industry are at risk of violating certain financial laws, including anti-money laundering statutes.
  • The re-classification of cannabis or changes in U.S. controlled substance laws and regulations could have a material adverse effect on our business.
  • We, and/or contract counterparties that are directly engaged in the trafficking of cannabis, may incur significant tax liabilities due to limitations on tax deductions and credits under section 280E of the Code.
  • State and local laws and regulations may heavily regulate brands and forms of cannabis products, and there is no guarantee that our proposed products and brands will be approved for sale and distribution in any state.
  • We may have difficulty accessing the service of banks and processing credit card payments in the future, which may make it difficult for us to operate.
  • Failure to comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions.
  • Failure to obtain or maintain the necessary licenses, permits, authorizations or accreditations could have a material adverse effect on our business.
  • U.S. state laws legalizing and regulating the sale and use of cannabis could be repealed or overturned, and local governmental authorities will not limit the applicability of state laws within their respective jurisdictions.
  • We may face limitations on ownership of cannabis licenses, which may restrict our ability to grow.
  • We may become subject to FDA or ATF regulation that may have an adverse effect on our business, and we may be subject to negative clinical trials.
  • We could be subject to criminal prosecution or civil liabilities under RICO.
  • We lack access to U.S. bankruptcy protections.
  • We face increasing competition that may materially and adversely affect our business, financial condition and results of operations.
  • Our reliance on our operations in limited jurisdictions means that adverse changes or developments could have a material adverse effect on our business.
  • Our probable lack of business diversification could have a material adverse effect on our business.
  • There is no assurance that we will be profitable or pay dividends.
  • Increased prices and inflation could negatively impact our margin performance and our financial results.
  • We are a developing company and do not generate positive cash flow every fiscal year.
  • Our business is exposed to risks inherent in an agricultural business, which may have a material adverse effect on us.
  • Climate change could disrupt operations, and adversely affect our financial results.
  • We are dependent on the popularity of consumer acceptance of our brand portfolio to generate revenues.
  • We may be adversely impacted by rising or volatile energy costs.
  • We may encounter unknown environmental risks that may delay the development of our businesses.
  • Threats to our information technology systems and potential cyber-attacks and security breaches could have a material adverse effect on our business, reputation and financial condition.
  • Our business faces risks of exposure to product liability claims, regulatory action, complaints, enforcement action and litigation that could prevent or inhibit the commercialization of our potential products and have a material adverse effect on us.
  • We may become party to litigation from time to time in the ordinary course of business which could have a material adverse effect on us.
  • Product recalls could lead to decreased demand for our products and could have a material adverse effect on our results of operations and financial condition.
  • Our research and development activities may not prove profitable, and we may not be able to accurately forecast our operating results and plan our operations due to uncertainties in the cannabis industry.
  • We rely on our executive officers, our key research and development personnel and our key growth and extraction personnel for our future success, and if any such persons were unable to continue in their present positions, we might not be able to replace them.
  • We could be liable for fraudulent or illegal activity by our employees, contractors and consultants resulting in significant financial losses and claims against us.
  • In certain circumstances, our reputation could be damaged, resulting in a material adverse effect to our business.
  • Unfavorable publicity or consumer perception could lead to a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows.
  • Because of our reliance on key inputs and their related costs, any significant interruption or negative change in the availability or economics of our supply chain could have a materially adverse impact on our business, financial condition and operating results.
  • We are a holding company and are dependent on the earnings and distributions by our subsidiary, MMDC.
  • The termination of any of our material leases may have a material adverse effect on our business, financial condition and prospects.
  • Competition for the acquisition and leasing of properties suitable for the cultivation, production and sale of medical and adult use cannabis may impede our ability to make acquisitions or increase the cost of these acquisitions, which could adversely affect our operating results and financial condition.
  • We face costs of maintaining a public listing and reporting requirements which could adversely affect our business, financial condition and results of operations.
  • Currency fluctuations could expose us to exchange risk, which may have a material adverse effect on our business.
  • We may face difficulties acquiring additional financing to fund our growth, and we can provide no guarantee on the use of available funds.
  • Our officers and directors may be engaged in a range of business activities resulting in conflicts of interest.
  • Our actual financial position and results of operations may differ materially from the expectations of management.
  • Increases in the cost or reduced availability of materials, equipment, commodities, or energy due to inflation, tariffs, trade policies, or geopolitical events could adversely affect our profitability and operating results.
  • Our business, financial condition, results of operations, and cash flow may be negatively impacted by challenging global economic conditions.
  • Our failure to successfully integrate acquired businesses, their products and other assets, or if integrated, failure to further our business strategy, may result in our inability to realize any benefit from such acquisition.
  • We may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.
  • The issuance of a significant number of Common Shares in connection with potential equity financings or future acquisitions could adversely affect the market price of our Common Shares.
  • We may be forced to litigate to defend our intellectual property rights, or to defend against claims by third parties against us relating to intellectual property rights.
  • U.S. federal trademark and patent protection may not be available for our intellectual property due to the current classification of cannabis as a Schedule I controlled substance, and we may be unable to adequately protect our proprietary and intellectual property rights, particularly in the U.S., even if available.
  • Our Co-CEOs are able to exert significant influence over all matters requiring shareholder approval and may have interests that conflict with those of our other shareholders.
  • We are a U.S. domestic company for U.S. federal income tax purposes, and we and our shareholders are subject to U.S. tax law.
  • Dividends received by Canadian holders of Common Stock are subject to U.S. withholdings tax.
  • The market price for the Common Stock may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control.
  • It may be difficult for U.S. holders of the Common Stock to resell them over the CSE or at all.
  • Future sales of the Common Stock by existing shareholders could reduce the market price of the Common Stock.

Legal proceedings

On January 22, 2024, the Company initiated a lawsuit in Santa Monica, California against El Capitan, El Capitan’s founder and Chief Executive Officer—Andrew Nash, Casa Verde, Casa Verde’s Managing Member—Karan Wadhera, and Jamie Nash, the spouse of Andrew Nash (collectively, the “Defendants”) seeking approximately $16.5 million in compensatory damages and other relief. The Company alleges that each Defendant is liable for their involvement in a scheme to defraud the Company of funds managed by El Capitan in its capacity as the Company’s fiduciary. The Company is vigorously pursuing its rights against the Defendants and intends to act quickly to enact all necessary remedies available. The Company will continue to vigorously pursue its rights to reclaim the funds that it entrusted to El Capitan and will pursue recovery of its funds through all legally available means, including as appropriate, through cooperation with law enforcement.

On February 28, 2025, the Company secured a settlement with Casa Verde for the remaining approximately $2.1 million of the WAB Funds, bringing the total recovery of funds held at WAB to $5.5 million. The settlement is part of a broader resolution of ongoing litigation between the Company, Casa Verde, Karan Wadhera, and Jamie Nash. As part of the settlement, the Company, through a wholly-owned subsidiary, also obtained real estate property formerly associated with Andrew and Jamie Nash, valued at approximately $5.0 million based on recent comparable sales, which we intend to sell. In total, Planet 13 has recovered approximately $10.5 million, including the expected value from the sale of the real estate property.

The opening of Item 3, Legal Proceedings.4

Sources

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