Jushi Holdings Inc 10-K for FY2023

Jushi Holdings Inc. (JUSH)

10-K 2024-04-01 For: 2023-12-31

Added on April 06, 2026

About this 10-K

Jushi Holdings Inc filed this 10-K on April 1, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $269.45M; down 5.2% from $284.28M a year earlier
Net loss: $65.1M; compared with a net loss of $202.32M a year earlier
Diluted EPS: -$0.33; compared with -$1.44 a year earlier

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British Columbia						98-1547061
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

301 Yamato Road, Suite 3250 Boca Raton, Florida						33431
(Address of Principal Executive Offices)						(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A


Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	x


			Page
Part I			4
Item 1. Business			4
Item 1A. Risk Factors			35
Item 1B. Unresolved Staff Comments			55
I tem 1C. Cybersecurity			55
Item 2. Properties			56
Item 3. Legal Proceedings			56
Item 4. Mine Safety Disclosures			56
Part II			57
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			57
Item 6. [Reserved]			59
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			60
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			68
Item 8. Audited Financial Statements			71
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures			123
Item 9A. Controls and Procedures			123
Item 9B. Other Information			124
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections			124
Part III			125
Item 10. Directors, Executive Officers and Corporate Governance			125
Item 11. Executive Compensation			125
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters			125
Item 13. Certain Relationships and Related Transactions, and Director Independence			125
Item 14. Principal Accounting Fees and Services			125
Part IV			126
Item 15. Exhibits, Financial Statement Schedules			126
Item 16. Form 10-K Summary			128
Signatures			129


	Number of Dispensaries(1)
State	Medical-use	Adult-use	Total	Brands
California (2)	—	1	1	BEYOND HELLO™
Illinois (3)	—	4	4	BEYOND HELLO™
Massachusetts (4)	—	2	2	Nature’s RemedyTM
Nevada	—	4	4	BEYOND HELLO™/NuLeafTM
Ohio	1	—	1	BEYOND HELLO™
Pennsylvania (5)	16	—	16	BEYOND HELLO™
Virginia	6	—	6	BEYOND HELLO™
Total	23	11	34


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Production Properties
Description	Location	Leased / Owned
Columbus Facility	Columbus, OH	Leased
Lakeville Facility	Lakeville, MA	Leased
Manassas Facility	Manassas, VA	Owned
Reno Facility	Reno, NV	Leased
Scranton Facility	Scranton, PA	Leased
Sparks Facility	Sparks, NV	Leased
Toledo Facility	Toledo, OH	Owned


•Trulieve Cannabis Corp.	•TerrAscend Corp.	•Verano Holdings Corp.
•MariMed Inc.	•Acreage Holdings, Inc.	•Ascend Wellness Holdings, Inc.
•4Front Ventures Corp.	•Cresco Labs Inc.	•Curaleaf Holdings, Inc.
•Green Thumb Industries Inc.


	Year Ended December 31,
		2023		2022		$ Change		% Change
REVENUE, NET		$	269,445	$	284,284	$	(14,839)	(5)	%
COST OF GOODS SOLD		(153,217)		(188,806)		35,589		(19)	%
GROSS PROFIT		116,228		95,478		20,750		22	%

OPERATING EXPENSES
Selling, general and administrative		110,472		156,166		(45,694)		(29)	%
Asset impairments		8,574		159,645		(151,071)		(95)	%
Total operating expenses		119,046		315,811		(196,765)		(62)	%

LOSS FROM OPERATIONS		(2,818)		(220,333)		217,515		(99)	%

OTHER INCOME (EXPENSE) :
Interest expense, net		(36,966)		(45,591)		8,625		(19)	%
Fair value gain on derivative warrants		9,589		91,887		(82,298)		(90)	%
Other, net		(3,101)		(19,839)		16,738		(84)	%
Total other income (expense), net		(30,478)		26,457		(56,935)		(215)	%

INCOME (LOSS) BEFORE INCOME TAX		(33,296)		(193,876)		160,580		(83)	%
Income tax expense		(31,806)		(8,448)		(23,358)		276	%
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)		(65,102)		(202,324)		137,222		(68)	%
Less: net loss attributable to non-controlling interests		—		—		—		—	%
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JUSHI SHAREHOLDERS		$	(65,102)	$	(202,324)	$	137,222	(68)	%
EARNINGS (LOSS) PER SHARE - BASIC		$	(0.33)	$	(1.06)	$	0.73	(69)	%
Weighted average shares outstanding - basic		194,770,212		190,021,550		4,748,662		2	%
EARNINGS (LOSS) PER SHARE - DILUTED		$	(0.33)	$	(1.44)	$	1.11	(77)	%
Weighted average shares outstanding - diluted		194,770,212		204,235,432		(9,465,220)		(5)	%


(1)			Net loss includes amounts attributable to non-controlling interests.
(2)			Includes amounts that are included in cost of goods sold and in operating expenses.
(3)			Includes: (i) inventory step-up on business combinations; (ii) inventory recall reserves; and (iii) reserves for discontinued products. The inventory step-up on business combinations relate to the fair value write-up on inventory acquired on the business acquisition date and then sold subsequent to the acquisition date. The inventory recall reserves relate to the estimated impact of the Pennsylvania Department of Health recall and ban of vape products containing certain cannabis concentrates. The ban was lifted in June 2022.
(4)			Includes: (i) remeasurement of contingent consideration related to acquisitions; (ii) losses (gains) on investments and financial assets; (iii) losses (gains) on legal settlements; (iv) severance costs; (v) foreign exchange losses (gains); and (vi) indemnification asset adjustments related to acquisitions.
(5)			Expansion and start-up costs incurred in order to prepare a location for its intended use. Start-up costs are expensed as incurred and are not indicative of ongoing operations of each new location.
(6)			Transaction costs include: (i) registration statement costs such as professional fees and other costs relating to our SEC registration; and (ii) acquisition and deal costs.
(7)			The sum of the four quarters in 2023 will not add to the year to date amounts due to an overstatement of $503 add back relating to net foreign exchange losses.


			Page
Report s of Independent Registered Public Accounting Fir ms			72
Consolidated Balance Sheets			74
Consolidated Statements Of Operations and Comprehensive Income (Loss)			75
Consolidated Statements Of Changes In (Deficit) Equity			76
Consolidated Statements Of Cash Flows			77
Notes to Consolidated Financial Statements			79


	December 31, 2023		December 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	26,027	$	26,196
Restricted cash - current	3,128		—
Accounts receivable, net	3,380		4,809
Inventories, net	33,586		35,089
Prepaid expenses and other current assets	15,514		3,957
Total current assets	81,635		70,051
NON-CURRENT ASSETS:
Property, plant and equipment, net	159,268		177,755
Right-of-use assets - finance leases	63,107		114,021
Other intangible assets, net	95,967		100,082
Goodwill	30,910		38,239
Other non-current assets	30,358		28,243
Restricted cash - non-current	2,150		950
Total non-current assets	381,760		459,290
Total assets	$	463,395	$	529,341

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	15,383	$	21,313
Accrued expenses and other current liabilities	44,070		46,329
Income tax payable	5,190		19,921
Debt, net - current portion (including related party principal amounts of $3,298 and $3,189 as of December 31, 2023 and 2022, respectively)	86,514		8,704
Finance lease obligations - current	8,885		11,361
Derivative liabilities - current	2,418		—
Total current liabilities	162,460		107,628
NON-CURRENT LIABILITIES:
Debt, net - non-current (including related party principal amounts of $19,788 and $17,491 as of December 31, 2023 and 2022, respectively)	126,041		180,558
Finance lease obligations - non-current	52,839		102,375
Derivative liabilities - non-current	220		14,134
Unrecognized tax benefits	100,343		57,200
Other liabilities - non-current	29,111		21,555
Total non-current liabilities	308,554		375,822
Total liabilities	471,014		483,450
COMMITMENTS AND CONTINGENCIES (Note 22)
EQUITY:
Common stock, no par value; authorized shares - unlimited; issued and outstanding shares - 196,631,598 and 196,686,372 Subordinate Voting Shares as of December 31, 2023 and 2022, respectively	—		—
Paid-in capital	503,612		492,020
Accumulated deficit	(509,844)		(444,742)
Total Jushi shareholders' (deficit) equity	(6,232)		47,278
Non-controlling interests	(1,387)		(1,387)
Total (deficit) equity	(7,619)		45,891
Total liabilities and equity	$	463,395	$	529,341


	Number of Shares			Paid-In Capital		Accumulated Deficit		Total Jushi Shareholders' Equity		Non-Controlling Interests		Total Equity
	Super Voting Shares	Multiple Voting Shares	Subordinate Voting Shares
Balances - January 1, 2021	149,000	4,000,000	132,396,064	$	262,145	$	(262,669)	$	(524)	$	2,947	$	2,423
Public offering	—	—	13,685,000	85,660		—		85,660		—		85,660
Purchase of non-controlling interests - Agape	—	—	500,000	1,562		—		1,562		(1,562)		—
Acquisition of Grover Beach	—	—	49,348	368		—		368		—		368
Acquisition of Nature’s Remedy	—	—	8,700,000	35,670		—		35,670		—		35,670
Conversion of Super Voting Shares and Multiple Voting Shares	(149,000)	(4,000,000)	18,900,000	—		—		—		—		—
Shares issued for restricted stock grants	—	—	65,398	—		—		—		—		—
Shares issued upon exercise of warrants	—	—	8,667,173	24,676		—		24,676		—		24,676
Shares issued upon exercise of stock options	—	—	216,133	171		—		171		—		171
Share-based compensation (including related parties)	—	—	—	14,506		—		14,506		—		14,506
Settlement of promissory notes due from related parties	—	—	(471,757)	30		—		30		—		30
Net income (loss)	—	—	—	—		20,251		20,251		(2,772)		17,479
Balances - December 31, 2021	—	—	182,707,359	424,788		(242,418)		182,370		(1,387)		180,983
Private placement offerings	—	—	3,717,392	13,680		—		13,680		—		13,680
Shares issued for Apothecarium acquisition	—	—	527,704	1,594		—		1,594		—		1,594
Shares issued for NuLeaf acquisition	—	—	5,551,264	15,102		—		15,102		—		15,102
Shares issued for service received	—	—	114,416	317		—		317		—		317
Shares issued upon conversion of debt at maturity	—	—	910,000	2,412		—		2,412		—		2,412
Shares issued upon exercise of warrants	—	—	3,176,601	10,578		—		10,578		—		10,578
Shares issued upon exercise of stock options	—	—	121,976	26		—		26		—		26
Share-based compensation (including related parties)	—	—	—	23,073		—		23,073		—		23,073
Shares canceled upon forfeiture of restricted stock, net of restricted stock grants	—	—	(140,340)	—		—		—		—		—
Collection of note receivable from employee shareholder	—	—	—	450		—		450		—		450
Net loss	—	—	—	—		(202,324)		(202,324)		—		(202,324)
Balances - December 31, 2022	—	—	196,686,372	492,020		(444,742)		47,278		(1,387)		45,891
Shares canceled upon forfeiture of restricted stock, net of restricted stock grants	—	—	(54,774)	—		—		—		—		—
Share-based compensation (including related parties)	—	—	—	8,092		—		8,092		—		8,092
Modification and reclassification of warrants	—	—	—	3,391		—		3,391		—		3,391
Cashless exercise of options	—	—	—	(282)		—		(282)		—		(282)
Issuance of warrants	—	—	—	391		—		391		—		391
Net loss	—	—	—	—		(65,102)		(65,102)		—		(65,102)
Balances - December 31, 2023	—	—	196,631,598	$	503,612	$	(509,844)	$	(6,232)	$	(1,387)	$	(7,619)


JUSHI HOLDINGS INC. Notes to Consolidated Financial Statements (Amounts Expressed in Thousands of United States Dollars, Except Share and Per Share Amounts)


Corporate			130
Retail			443
Manufacturing			615
Total:			1,188


	Year Ended December 31,
	2023		2022		$ Change		% Change
Salaries, wages and employee related expenses	$	56,483	$	71,237	$	(14,754)	(21)	%
Rent and related expenses	11,789		13,162		(1,373)		(10)	%
Depreciation and amortization expense	10,656		12,724		(2,068)		(16)	%
Share-based compensation expense	8,092		23,073		(14,981)		(65)	%
Professional fees and legal expenses	7,732		10,371		(2,639)		(25)	%
Goodwill impairment	7,329		39,643		(32,314)		(82)	%
Indefinite-lived intangible asset impairment	845		111,515		(110,670)		(99)	%
Tangible long-lived asset impairment	400		8,487		(8,087)		(95)	%
Other expenses (1)	15,720		25,599		(9,879)		(39)	%
Total operating expenses	$	119,046	$	315,811	$	(196,765)	(62)	%


	Year Ended December 31,
	2023		2022
NET LOSS (1)	$	(65,102)	$	(202,324)
Income tax expense	31,806		8,448
Interest expense, net	36,966		45,591
Depreciation and amortization (2)	26,588		26,492
EBITDA (Non-GAAP)	30,258		(121,793)
Non-cash share-based compensation	8,092		23,073
Inventory charge adjustments (3)	285		7,792
Indefinite-lived intangible asset impairment	845		111,515
Goodwill impairment	7,329		39,643
Tangible long-lived asset impairment	400		8,487
Fair value changes in derivatives	(9,589)		(91,887)
Losses on debt redemptions/extinguishments/modifications	—		18,858
Other, net (4)(7)	3,129		2,021
Start-up costs (5)	—		4,143
Transaction costs (6)	19		5,221
Adjusted EBITDA (Non-GAAP) (7)	$	40,768	$	7,073


	Year Ended December 31,
	2023		2022
Net cash flows used in operating activities	$	(3,318)	$	(21,416)
Net cash flows used in investing activities	(6,392)		(80,859)
Net cash flows provided by financing activities	13,869		33,983
Effect of currency translation on cash	—		(49)
Net change in cash, cash equivalents and restricted cash	$	4,159	$	(68,341)


2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


	As of December 31,
	2023		2022		2021
Cash and cash equivalents	$	26,027	$	26,196	$	94,962
Restricted cash - current (1)	3,128		—		—
Restricted cash - non-current (1)	2,150		950		525
Cash, cash equivalents and restricted cash	$	31,305	$	27,146	$	95,487


Buildings and building components			7 - 30 years
Leasehold improvements			The lesser of the term of the lease or the estimated useful life of the asset: 1 - 28 years
Machinery and equipment			1 - 10 years
Furniture, fixtures and office equipment (including computer)			2 - 7 years
Finance lease ROU assets - buildings			14 - 28 years
Finance lease ROU assets - machinery and equipment			3 - 5 years




		NuLeaf		Apothecarium		Total
Assets Acquired:
	Cash and cash equivalents	$	618	$	25	$	643
	Prepaids and other assets	278		32		310
	Accounts receivable, net	39		—		39

	Inventory	5,334		699		6,033
	Indemnification assets (1)	5,734		—		5,734
	Property, plant and equipment	11,880		498		12,378
	Right-of-use assets - finance lease	4,598		2,333		6,931
	Right-of-use assets - operating lease	1,067		—		1,067
	Intangible assets (2)	14,097		8,600		22,697
	Deposits	110		301		411
	Total assets acquired	$	43,755	$	12,488	$	56,243

Liabilities Assumed:
	Accounts payable and accrued liabilities	$	584	$	497	$	1,081
	Finance lease obligations	5,054		2,323		7,377
	Operating lease obligations	1,067		—		1,067
	Deferred tax liabilities	5,518		2,283		7,801
	Uncertain tax positions	5,734		—		5,734
	Total liabilities assumed	$	17,957	$	5,103	$	23,060

	Net assets acquired	$	25,798	$	7,385	$	33,183


	Goodwill (3)	24,474		7,834		32,308
	Total	$	50,272	$	15,219	$	65,491

Consideration:
	Consideration paid in cash, net of working capital adjustments	$	14,918	$	6,703	$	21,621
	Consideration payable in cash (customary hold back liability)	932		—		932
	Consideration paid in promissory notes (fair value)	12,860		6,922		19,782
	Consideration paid in shares	13,573		1,594		15,167


	Contingent consideration	7,989		—		7,989
	Fair value of consideration	$	50,272	$	15,219	$	65,491


	Business Combinations				Asset Acquisitions
	Nature’s Remedy		OSD		OhiGrow		Grover Beach		Total
Assets Acquired:
Cash and cash equivalents	$	3,195	$	259	$	—	$	—	$	3,454
Prepaids	325		53		—		—		378
Accounts receivable, net	263		—		—		—		263
Inventory	15,882		184		—		—		16,066
Indemnification assets (1)	1,322		1,411		—		—		2,733
Property, plant and equipment	19,470		—		3,165		269		22,904
Right-of-use assets - finance leases	27,305		—		—		2,050		29,355
Right-of-use assets - operating leases	1,337		1,859		—		—		3,196
Intangible assets - license (2)	56,000		2,160		1,817		3,654		63,631
Intangible assets - tradenames (2)	4,400		—		—		—		4,400
Intangible assets - customer database (2)	2,100		—		—		—		2,100
Deposits	20		6		—		19		45
Total assets acquired	$	131,619	$	5,932	$	4,982	$	5,992	$	148,525

Liabilities Assumed:
Accounts payable and accrued liabilities	$	7,004	$	190	$	—	$	—	$	7,194
Finance lease obligations	27,052		—		—		2,032		29,084
Operating lease obligations	1,267		1,859		—		—		3,126
Deferred tax liabilities	21,462		648		—		—		22,110
Uncertain tax positions	1,322		1,411		—		—		2,733
Total liabilities assumed	$	58,107	$	4,108	$	—	$	2,032	$	64,247

Net assets acquired (3)	$	73,512	$	1,824	$	4,982	$	3,960	$	84,278
Goodwill (3)	26,086		2,432		—		—		28,518
Total	$	99,598	$	4,256	$	4,982	$	3,960	$	112,796
Consideration:
Consideration paid in cash, as adjusted for working capital adjustments	$	40,360	$	1,827	$	4,949	$	3,592	$	50,728
Consideration paid in promissory notes (fair value)	15,345		2,429		—		—		17,774
Consideration paid in shares	35,670		—		—		368		36,038
Contingent consideration	8,223		—		—		—		8,223
Capitalized costs	—		—		33		—		33
Fair value of consideration	$	99,598	$	4,256	$	4,982	$	3,960	$	112,796


Goodwill, carrying amount, as of January 1, 2022	$	45,828
Additions from acquisitions, including reclassification of $254	35,480
Impairment	(39,643)
Measurement period adjustment	(3,426)
Goodwill, carrying amount, as of December 31, 2022	38,239
Impairment	(7,329)
Goodwill, carrying amount, as of December 31, 2023	$	30,910


	As of December 31,				Estimated Useful Life
	2023		2022
Licenses	$	82,401	$	82,401	Indefinite
Intellectual Property	9,580		9,580		10 years
Tradenames	12,209		12,800		5 - 10 years
Patient/Customer database	3,195		3,195		5 - 10 years
Non-compete	155		155		3 years
Website development	61		61		3 years
Formulations	50		50		Indefinite
Total gross amount	107,651		108,242
Less: Accumulated Amortization	(11,684)		(8,160)
Other Intangible Assets, net	$	95,967	$	100,082


2024	$	2,950
2025	2,919
2026	2,648
2027	1,844
2028	1,779
Thereafter	1,376
Total estimated future amortization expense	$	13,516


	Year Ended December 31, 2022				Key Assumptions
State	Goodwill Impairment		Intangible Asset Impairment		Perpetual Growth Rate	Discount Rate	Weighted Average Cost of Capital	Cash Flow Forecast
California	$	2,432	$	10,142	2%	22.5%	21.5%	5 years
Massachusetts	12,231		37,954		2%	21.0%	20.0%	5 years
Nevada	24,980		22,150		2%	21.0%	20.0%	5 years
Ohio	—		5,317		2%	24.5%	23.5%	5 years
Pennsylvania	—		35,952		2%	22.0%	21.0%	5 years
	$	39,643	$	111,515


	Effective Interest Rate	Contractual Maturity Date	As of December 31,
			2023		2022
Principal amounts:
Second Lien Notes	15%	December 2026	$	75,497	$	73,182
Acquisition Facility	15%	December 2024	60,125		65,000
Acquisition-related promissory notes payable	8% - 23%	August 2024 - April 2027	35,716		35,716
Mortgage loans	6% - 11%	January 2027 - April 2028	29,456		7,770
Total debt subject to scheduled repayments			200,794		181,668
Promissory notes payable to Sammartino (1)	11%	September 2024 - September 2026	21,500		21,500
Jushi Europe debt (2)		March 2022	3,298		3,189
Total debt			225,592		206,357
Less: debt issuance costs and original issue discounts			(13,037)		(17,095)
Total debt, net			$	212,555	$	189,262
Debt, net - current portion			$	86,514	$	8,704
Debt, net - non-current portion			$	126,041	$	180,558


	As of December 31, 2023						As of December 31, 2022
	Finance Leases			Operating Leases			Finance Leases			Operating Leases
Weighted average discount rate	16.09		%	15.09		%	11.23		%	11.51		%
Weighted average remaining lease term (in years)	16.6			8.7			22.7			14.1
Cash paid for amounts included in the measurement of lease liabilities	$	11,060		$	5,168		$	11,629		$	3,133


	Total Derivative Liabilities (1)
Balance as of January 1, 2022	$	92,435
Derivative Warrants issued (2)	23,205
Fair value changes	(91,887)
Derivative Warrants exercised and settled (3)	(9,619)
Balance as of December 31, 2022	14,134
Fair value changes	(9,589)
Reclassification to equity	(2,050)
Down-round changes	143
Balance as of December 31, 2023	$	2,638


	As of December 31, 2023							As of December 31, 2022
	Input			Effect of 10% Increase		Effect of 10% Decrease		Input			Effect of 10% Increase		Effect of 10% Decrease
Stock price per share	$	0.46		$	637	$	(574)	$	0.76		$	2,529	$	(2,396)
Volatility	101		%	$	680	$	(643)	79		%	$	2,070	$	(2,121)


	Non-Derivative Warrants	Derivative Warrants (1)	Total Number of Warrants	Weighted - Average Exercise Price Per Warrant		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in Years)
Balance, January 1, 2022	29,156,048	40,124,355	69,280,403	$	1.19	$	142,791	4.7
Granted (2)(3)	1,600,000	19,512,280	21,112,280	$	2.06
Exercised	(82,413)	(4,261,433)	(4,343,846)	$	1.26	$	9,746

Balance, December 31, 2022	30,673,635	55,375,202	86,048,837	$	1.40	$	1,081	3.9
Granted (2)(4)	2,970,221	—	2,970,221	$	0.63
Cancelled (4)	(2,087,500)	—	(2,087,500)	$	2.18
Reclassified	17,512,280	(17,512,280)	—
Balance, December 31, 2023	49,068,636	37,862,922	86,931,558	$	1.12	$	—	3.0
Exercisable, December 31, 2023	46,108,636	37,862,922	83,971,558	$	1.11	$	—	3.0


	Stock Options	Weighted Average Exercise Price per Stock Options		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in Years)
Balance, January 1, 2022	20,429,120	$	3.20	$	11,583	8.7
Granted	13,686,806	$	1.95
Exercised	(324,998)	$	1.67	$	620
Forfeited/expired	(3,038,669)	$	4.02
Balance, December 31, 2022	30,752,259	$	2.58	$	—	8.5
Granted	11,507,429	$	0.54

Forfeited/expired	(14,606,504)	$	3.20
Balance, December 31, 2023	27,653,184	$	1.40	$	—	8.2
Exercisable, December 31, 2023	12,536,225	$	1.89	$	—	6.7


	Unvested Restricted Stock	Weighted-Average Grant-date Fair Value Price per Restricted Stock		Average Intrinsic Value		Weighted Average Remaining Vesting Term (in Years)
Issued and Outstanding as of January 1, 2022	2,859,151	$	2.13	$	9,292	1.2
Granted	86,952	$	2.05
Vested and Released	(1,789,784)	$	1.96	$	3,601

Issued and Outstanding as of December 31, 2022	1,156,319	$	2.45	$	881	0.3
Cancelled	(54,774)	$	2.43
Vested and Released	(1,099,684)	$	2.45	$	526
Issued and Outstanding as of December 31, 2023	1,861	$	4.05	$	1	0.7


	Jushi Europe		Agape		Other Non-material Interests		Total






Balance as of January 1, 2021	$	1,384	$	1,562	$	1	$	2,947
Purchases of non-controlling interests	—		(1,562)		—		(1,562)
Loss	(2,771)		—		(1)		(2,772)
Balance as of December 31, 2021	$	(1,387)	$	—	$	—	$	(1,387)
Balance as of December 31, 2022	$	(1,387)	$	—	$	—	$	(1,387)
Balance as of December 31, 2023	$	(1,387)	$	—	$	—	$	(1,387)


Balance at January 1, 2022	$	41,503
Reductions based on lapse of statute of limitations	(552)
Additions based on tax positions related to the current year	1,452
Reductions based on tax positions related to the prior year	(127)
Additions for tax positions of prior years recorded to goodwill	5,982
Balance at December 31, 2022	$	48,258
Reductions based on lapse of statute of limitations	(1,946)
Additions based on tax positions related to the current year	19,843
Additions based on tax positions related to the prior year	38,470

Balance at December 31, 2023	$	104,625


Exhibit No.						Description
2.1(a)						Letter Agreement, dated November 2, 2018, by and between Jushi Inc and Tanzania Minerals Corp.
3.1(a)						Articles of Jushi Holdings Inc., as amended.
4.1(a)						Subordinate Voting Shares Specimen Stock Certificate.
4.2(a)(^)						Form of 10% Senior Secured Note of Jushi Holdings Inc.
4.3(a)(^)						Trust Indenture, dated December 7, 2022, by and between Jushi Holdings Inc. and Odyssey Trust Company
4.4(b)(+)(^)						First Amendment to Trust Indenture, dated June 22, 2023, by and between Jushi Holdings Inc. and Odyssey Trust Company
4.5(b)						First Amendment to Common Stock Purchase Warrants, dated June 23, 2023, by and between Jushi Holdings Inc. and Acquiom Agency Services, LLC
4.6(a)(^)						Credit Agreement, dated as of October 20, 2021, by and among Jushi Holdings Inc., the other loan parties that are party thereto, the lenders that are party thereto, and Roxbury, LP.
4.7(a)						Limited Waiver and First Amendment to Credit Agreement, dated as of April 29, 2022, by and among Jushi Holdings Inc, the other loan parties signatory thereto and Roxbury, LP.
4.8(a)(^)						Second Amendment to Credit Agreement and Consent to Senior Notes Refinancing, dated as of December 6, 2022, by and among Jushi Holdings Inc, the other loan parties signatory thereto and Roxbury, LP.
4.9(c)(^)						Third Amendment to Credit Agreement, dated as of November 10, 2023, by and among Jushi Holdings Inc, the other loan parties signatory thereto and Roxbury, LP.
4 .1 0(a)						Limited Waiver dated April 17, 2023 between Jushi Holdings Inc. and Roxbury, LP
4.1 1(a)						Form of Transaction Warrant of Jushi Holdings Inc.
4.1 2(a)						Form of Debt Warrant of Jushi Holdings Inc.
4.1 3(a)						Form of Broker Warrant of Jushi Holdings Inc.
4.1 4(a)						Form of Equity Round Warrant of Jushi Inc.
4.1 5(a)						Form of Management Round Warrant of Jushi Inc.
4.1 6(a)						Form of Consulting Warrant of Jushi Holdings Inc.
4.17						D escription of Securities Registered Pursuant to Section 12 of the Securities Exc hange Act of 1934
10.1(a)(^)						Merger and Membership Interest Purchase Agreement, dated April 16, 2021, by and among Jushi MA, Inc., Jushi Inc, Jushi Holdings Inc., Sammartino Investments LLC, Nature’s Remedy of Massachusetts, Inc., McMann LLC, Valiant Enterprises, LLC, John Brady, Robert Carr and Justin Lundberg.
10.2(a)						First Amendment to Merger and Membership Interest Purchase Agreement, dated May 13, 2021, by and between Sammartino Investments LLC Jushi Inc.


Exhibit No.						Description
10.3(a)						Second Amendment to Merger and Membership Interest Purchase Agreement, dated September 7, 2021, by and between Sammartino Investments LLC Jushi Inc.
10.4(a)(+)(^)						Equity Purchase Agreement, dated as of June 4, 2019, by and among Franklin BioScience – Penn LLC, Franklin Group, LLC, Matt Varga, Alex Hazzouri, Ed Hazzouri, Ray Angeli, Hazzouri & Associates, LLC, Franklin Bioscience, LLC, Jushi Inc and the other Persons holding membership interests in Franklin BioScience – Penn, LLC.
10.5(a)(+)(^)						Lease, dated April 6, 2018, by and between IIP-PA 1, LLC and Pennsylvania Medical Solutions, LLC.
10.6(a)						First Amendment to Lease Agreement, dated December 7, 2018, by and between by and between IIP-PA 1, LLC and Pennsylvania Medical Solutions, LLC.
10.7(a)						Second Amendment to Lease Agreement, dated January 14, 2020, by and between by and between IIP-PA 1, LLC and Pennsylvania Medical Solutions, LLC.
10.8(a)						Third Amendment to Lease Agreement, dated April 10, 2020, by and between by and between IIP-PA 1, LLC and Pennsylvania Medical Solutions, LLC.
10.9(a)						Fourth Amendment to Lease Agreement, dated August 25, 2020, by and between by and between IIP-PA 1, LLC and Pennsylvania Medical Solutions, LLC.
10.10(a)						Fifth Amendment to Lease Agreement, dated April 1, 2021, by and between by and between IIP-PA 1, LLC and Pennsylvania Medical Solutions, LLC.
10.11(a)(+)						Amended and Restated Lease Agreement, dated April 22, 2020, by and between CSS I LLC and Valiant Enterprises, LLC.
10.12(a)						Lease Amendment # 1, dated October 21, 2020, by and between CSS I LLC and Valiant Enterprises, LLC.
10.13(a)(+)						Second Amendment to Lease, dated January 12, 2022, by and between TAC Vega MA Owner, LLC and Valiant Enterprises, LLC.
10.14(a)						Standard Form of Commercial Lease, dated October 29, 2018, by and between Valiant Enterprises, LLC and Nature’s Remedy of Massachusetts, Inc.
10.15(a)(#)						Form of Stock Option Grant and Agreement for Directors.
10.16(a)(#)						Form of Stock Option Grant and Agreement for Employees and Certain Named Executive Officers.
10.17(a)(#)						Form of Stock Option Grant and Agreement for Other Named Executive Officers.
10.18(a)(#)						Form of Restricted Stock Grant and Agreement for Directors.
10.19(a)(#)						Form of Restricted Stock Grant and Agreement for Employees and Certain Named Executive Officers.
10.20(a)(#)						Form of Restricted Stock Grant and Agreement for Other Named Executive Officers.
10.21(a)(#)(†)						Employment Agreement, dated May 1, 2019 by and between J M G T, LLC and Louis Jon Barack.
10.2 2(a)(#)(†)						Bonus Letter, dated June 9, 2020, by and between Jushi Holdings, Inc. and Louis Jon Barack.
10.2 3(a)(#)(†)						Employment Agreement, effective January 1, 2022, by and between the Company, JGMT, LLC and James Cacioppo.
10.2 4(a)(#)(†)						Amendment No. 1 to Employment Agreement between the Company, JGMT, LLC and James Cacioppo , dated March 14, 2023.
10.2 5(d)(#)						Amendment No. 2 to Employment Agreement between the Company, J M G T, LLC and James Cacioppo, dated November 15, 2023.
10.2 6(a)(#)((†)						Employment Agreement dated May 1, 2019 by and between the Company and Tobi Lebowitz .
10.2 7(a)(#)						Tobi Lebowitz Promotion Letter August 29, 2022.
10.28(a)(#)(†)						Employment Agreement dated April 1, 2022 by and between the Company and Nichole Upshaw .
10.29(a)(#)(^)						Nichole Upshaw Promotion Letter December 1, 2022.
10.3 0(a)(#)						Employment Agreement, dated as of January 7, 2023, by and between the Company and Michelle Mosier.
10.3 1(a)(#)						Jushi Holdings Inc. 2019 Equity Incentive Plan.
10.3 2(a)(#)						Form of Indemnification Agreement, by and between Jushi Holdings Inc. and each of its directors and executive officers.
10.3 3(a)(#)(^)						Loan Agreement, dated April 6, 2023, by and between FVCbank, Dalitso LLC, JREHVA, LLC, Jushi VA, LLC and Jushi Holdings Inc.