8-K
Planet 13 Holdings Inc. (PLNH)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2025
| PLANET 13 HOLDINGS INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 000-56374 | 83-2787199 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
| 2548 West Desert Inn Road, Suite 100<br><br> <br>Las Vegas, Nevada | 89109 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(702) 815-1313
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 12, 2025, Planet 13 Holdings Inc. (the “Company”) announced via press release its results for the third quarter ended September 30, 2025. A copy of the Company’s press release is hereby furnished and incorporated herein by reference as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 12, 2025. |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Planet 13 Holdings Inc. | ||
|---|---|---|
| Date: November 12, 2025 | By: | /s/ Robert Groesbeck |
| Name | Robert Groesbeck | |
| Its: | Co-Chief Executive Officer | |
| Date: November 12, 2025 | By: | /s/ Larry Scheffler |
| Name: | Larry Scheffler | |
| Its: | Co-Chief Executive Officer |
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ex_856150.htm
Exhibit 99.1
Planet 13 Announces Q3 2025 Financial Results
| ● | Q3 2025 Revenue of $23.3 million |
|---|---|
| ● | Q3 2025 Net loss of $44.0 million, which includes a $29.8 million non-cash impairment loss |
| --- | --- |
| ● | Q3 2025 Adjusted EBITDA loss of $4.1 million |
| --- | --- |
All figures are reported in United States dollars ($) unless otherwise indicated
Las Vegas, Nevada – November 12, 2025 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced its financial results for the three-month period ended September 30, 2025. Planet 13’s financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).
“Q3 marked the low point for Planet 13. We took decisive action to address our cost structure and operational challenges, reducing SG&A significantly and taking impairment and inventory reserve charges to clean up our balance sheet. Excluding these one-time items, our underlying gross margin would have been approximately 45% reflecting the strength of our cultivation platform and our ability to compete on price while maintaining healthy economics. October's sequential improvements in both Nevada and Florida validate that we've turned the corner,” said Larry Scheffler, Co-CEO of Planet 13.
“We've made the difficult but necessary decisions to position Planet 13 for sustainable operations. Exiting California eliminates a persistent cash drain and allows us to focus our resources on Nevada and Florida, markets where we have clear competitive advantages and paths to strong returns. With our BHO lab coming online by year-end and early momentum building in Q4, we're executing against a clear roadmap: disciplined operations, improved margins, and durable cash flow generation,” said Bob Groesbeck, Co-CEO of Planet 13.
Financial Highlights – Q3 – 2025
Operating Results
All comparisons below are to the quarter ended September 30, 2024, unless otherwise noted
| ● | Revenue was $23.3 million as compared to $32.2 million, a decrease of 27.6%. The decrease in sales was driven by price compression and a weaker consumer environment in Nevada and increased competition in Florida. |
|---|---|
| ● | Gross profit was $5.0 million or 21.3% as compared to $16.7 million or 51.9%. The lower gross margin was driven by significant one-time costs primarily related to Florida and California. Gross Margin excluding one-time costs would have been approximately 45%. |
| --- | --- |
| ● | Total expenses were $46.2 million as compared to $20.0 million, an increase of 130.8%. Total expenses include $29.8 million of impairment loss. Operating Expenses were $13.9 down 21.3% from $17.6 million in Q3 2024. |
| --- | --- |
| ● | Net loss of $44.0 million as compared to a net loss of $7.4 million. Net Loss included $29.8 million of non-cash impairment loss. |
| --- | --- |
| ● | Adjusted EBITDA loss of $4.1 million as compared to Adjusted EBITDA of $1.3 million. Adjusted EBITDA loss was driven by lower gross profit and operating leverage. |
| --- | --- |
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Balance Sheet
All comparisons below are to December 31, 2024, unless otherwise noted
| ● | Cash of $17.2 million as compared to $23.4 million |
|---|---|
| ● | Total assets of $158.5 million as compared to $206.7 million |
| --- | --- |
| ● | Total liabilities of $103.9 million as compared to $94.0 million |
| --- | --- |
Q3 Highlights and Recent Developments
For a more comprehensive overview of these highlights and recent developments, please refer to Planet 13’s press releases.
| ● | On July 11, 2025, Planet 13 announced the launch of a revamped loyalty program. |
|---|---|
| ● | On September 9, 2025, Planet 13 announced the launch HaHa branded fast-acting, soft chews in Florida |
| ● | On October 13, 2025, Planet 13 announced the opening of DeLand dispensary in Florida. |
| ● | On October 20, 2025, Planet 13 announced the opening of Pace dispensary in Florida. |
| ● | On November 3, 2025, Planet 13 announced the divestiture and closing of its California operations. |
Results of Operations (Summary)
The following tables set forth consolidated statements of financial information for the three-month periods ending September 30, 2025, and September 30, 2024.
Financial Highlights
Results of Operations
| (Figures in millions | For the Three Months Ended | **** | |||||||
|---|---|---|---|---|---|---|---|---|---|
| and % change based | September 30, | September 30, | **** | ||||||
| on these figures) | 2025 | 2024 | change | ||||||
| Total Revenue | $ | 23.3 | $ | 32.2 | -27.6 | % | |||
| Gross Profit | $ | 5.0 | $ | 16.7 | -70.3 | % | |||
| Gross Profit % | 21.3 | % | 51.9 | % | -59.0 | % | |||
| Operating Expenses | $ | 13.9 | $ | 17.6 | -21.3 | % | |||
| Operating Expenses % | 59.7 | % | 54.9 | % | 8.8 | % | |||
| Net Loss Before Provision for Income Taxes | $ | (43.1 | ) | $ | (2.9 | ) | 1377.1 | % | |
| Net Loss | $ | (44.0 | ) | $ | (7.4 | ) | 493.1 | % | |
| Adjusted EBITDA | $ | (4.1 | ) | $ | 1.3 | -403.0 | % | ||
| Adjusted EBITDA Margin % | -17.5 | % | 4.2 | % |
The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, is available on the SEC’s website at www.sec.gov or at https://planet13.com/investors/. The Company’s Management Discussion and Analysis for the period and the accompanying financial statements and notes are available under the Company's profile on SEDAR+ at https://www.sedarplus.ca/ and on its website at https://planet13.com/investors/.
This news release is not in any way a substitute for reading those financial statements, including the notes to the financial statements.
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Conference Call
Planet 13 will host a conference call on November 12, 2025 at 5:00 p.m. ET to discuss its third quarter financial results and provide investors with key business highlights, strategy, and outlook. The call will be chaired by Robert Groesbeck, Co-CEO, Larry Scheffler, Co-CEO, and Steve McLean, Interim CFO.
CONFERENCE CALL DETAILS
Date: November 12, 2025 | Time: 5:00 p.m. EST
Call registration link: https://registrations.events/direct/Q4I928030
PARTICIPANT DIAL-IN NUMBERS:
USA / International Toll +1.646.307.1951
USA - Toll-Free +1.888.500.3691
Canada - Toronto +1.647.360.0158
Canada - Toll-Free +1.888.500.3691
Non-GAAP Financial Measures
There are financial measures included in this press release that are not in accordance with GAAP and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. These non-GAAP financial measures should be considered as supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. The Company includes EBITDA and Adjusted EBITDA because it believes certain investors use these measures and metrics as a means of assessing financial performance. EBITDA is calculated as net income (loss) before interest, taxes, depreciation and amortization and Adjusted EBITDA is calculated as EBITDA before share-based compensation, the change in fair value of warrants and one-time non-recurring expenses.
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods presented:
| Reconciliation of Non-GAAP Adjusted EBITDA | **** | **** | **** | ||||||
|---|---|---|---|---|---|---|---|---|---|
| (Figures in millions | For the Three Months Ended | **** | |||||||
| and % change based | September 30, | September 30, | **** | ||||||
| on these figures) | 2025 | 2024 | change | ||||||
| Net Income (Loss) | $ | (44.0 | ) | $ | (7.4 | ) | 493.1 | % | |
| Add impact of: | |||||||||
| Interest (income)/expense, net | $ | 0.1 | $ | (0.0 | ) | -403.8 | % | ||
| Provision for income taxes | $ | 0.8 | $ | 4.5 | -81.8 | % | |||
| Depreciation and amortization | $ | 1.9 | $ | 2.4 | -21.2 | % | |||
| Depreciation included in cost of goods sold | $ | 0.9 | $ | 1.2 | -26.7 | % | |||
| EBITDA | $ | (40.3 | ) | $ | 0.6 | -6504.7 | % | ||
| Share-based compensation and related premiums | $ | 0.6 | $ | 0.0 | 2326.2 | % | |||
| Impairment losses | $ | 29.8 | $ | - | 0.0 | % | |||
| Loss on Sale of Assets | $ | 2.2 | $ | - | 0.0 | % | |||
| Gain on recovery of property in settlement | $ | - | $ | - | 0.0 | % | |||
| Reserve for Slow Moving Inventory | $ | 3.5 | $ | - | 0.0 | % | |||
| Professional fees expensed related to M&A activities | $ | 0.1 | $ | 0.1 | -53.2 | % | |||
| Expenses related to El Capitan Matter | $ | 0.0 | $ | 0.6 | -92.7 | % | |||
| Adjusted EBITDA | $ | (4.1 | ) | $ | 1.3 | -403.0 | % |
For more information on Planet 13, visit the investor website (https://planet13.com/investors/).
About Planet 13
Planet 13 (https://planet13.com) is a vertically integrated cannabis company, with award-winning cultivation, production and dispensary operations across its locations in California, Nevada, Illinois, and Florida. Home to the nation's largest dispensary, located just off The Strip in Las Vegas, Planet 13 continues to expand its footprint with the recent debut of its first consumption lounge in Las Vegas, DAZED!, the opening of its first Illinois dispensary in Waukegan, bringing unparalleled cannabis experiences to the Chicago metro area. Planet 13 operates dispensaries across Florida, a key market in its expansive footprint. Planet 13's mission is to build a recognizable global brand known for world-class dispensary operations and innovative cannabis products. Licensed cannabis activity is legal in the states Planet 13 operates in but remains illegal under U.S. federal law. Planet 13's shares trade on the Canadian Securities Exchange (CSE) under the symbol PLTH and are quoted on the OTCQX under the symbol PLNH. To learn more, visit planet13.com.
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Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. All statements, other than statements of historical fact, are forward-looking statements and are often, but not always, identified by phrases such as “plans”, “expects”, “proposed”, “may”, “could”, “would”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases. In this news release, forward-looking statements relate to our strategic goals or future performance. Such forward-looking statements reflect what management of the Company believes, or believed at the time, to be reasonable assumptions and accordingly readers are cautioned not to place undue reliance upon such forward-looking statements and that actual results may vary from such forward-looking statements. These assumptions, risks and uncertainties which may cause actual results to differ include, among others: final regulatory and other approvals or consents needed to operate our business; fluctuations in general macroeconomic conditions; inflationary pressures; fluctuations in securities markets; expectations regarding the size of the cannabis market in the states in which we currently operate in or contemplate future operations and changing consumer habits in such states; the ability of the Company to successfully achieve its business objectives; plans for expansion; political and social uncertainties including international conflict; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution and sale of cannabis and cannabis related products in the states in which we currently operate in or contemplate future operations; employee relations and other risks and uncertainties discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission at www.sec.gov and on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and in the Company’s periodic reports subsequently filed with the U.S. Securities and Exchange Commission and on SEDAR+. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
For further inquiries, please contact:
Robert Groesbeck or Larry Scheffler
Co-Chief Executive Officers
ir@planet13lasvegas.com
LodeRock Advisors Inc., Planet 13 Investor Relations
mark.kuindersma@loderockadvisors.com
725-331-7650 ext. 105210
Planet 13 Media:
Colin Trethewey / PRmediaNow Communications / Colin@PRmediaNow.com
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| PLANET 13 HOLDINGS INC.<br><br> <br>Interim Condensed Consolidated Balance Sheets<br><br> <br>(Unaudited, In United States Dollars) | ||||||
|---|---|---|---|---|---|---|
| September 30, | December 31, | |||||
| --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | |||||
| ASSETS | **** | **** | ||||
| Current Assets: | ||||||
| Cash | $ | 17,181,080 | $ | 23,384,493 | ||
| Restricted Cash | - | 2,050,584 | ||||
| Accounts Receivable | 1,717,741 | 1,473,156 | ||||
| Inventory | 20,058,145 | 22,821,994 | ||||
| Assets held for sale | 3,000,000 | - | ||||
| Prepaid Expenses and Other Current Assets | 3,106,268 | 4,568,816 | ||||
| Total Current Assets | 45,063,234 | 54,299,043 | ||||
| Property, Plant and Equipment | 35,658,925 | 63,511,423 | ||||
| Intangible Assets and Goodwill | 42,903,931 | 48,763,931 | ||||
| Right of Use Assets - Operating | 31,416,231 | 38,229,399 | ||||
| Long-term Deposits and Other Assets | 1,068,388 | 1,033,758 | ||||
| Deferred Tax Asset | 2,386,490 | 896,525 | ||||
| TOTAL ASSETS | $ | 158,497,199 | $ | 206,734,079 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | **** | **** | ||||
| LIABILITIES | **** | **** | ||||
| Current: | ||||||
| Accounts Payable | $ | 6,400,594 | $ | 7,421,921 | ||
| Accrued Expenses | 7,283,743 | 7,285,415 | ||||
| Income Taxes Payable | 159,080 | 139,480 | ||||
| Notes Payable - Current Portion | 10,634,000 | 8,681,684 | ||||
| Operating Lease Liabilities | 2,021,180 | 1,818,588 | ||||
| Total Current Liabilities | 26,498,597 | 25,347,088 | ||||
| Long-Term Liabilities: | ||||||
| Operating Lease Liabilities | 46,183,190 | 46,448,666 | ||||
| Other Long-term Liabilities | 1,263,555 | 1,220,722 | ||||
| Uncertain Tax Positions | 29,956,413 | 19,321,475 | ||||
| Deferred Tax Liability | 11,504 | 1,682,207 | ||||
| Total Liabilities | 103,913,259 | 94,020,158 | ||||
| SHAREHOLDERS' EQUITY | **** | **** | ||||
| Common Stock, no par value, 1,500,000,000 shares authorized, 325,363,800 issued and outstanding at September 30, 2025 and 325,163,800 issued and outstanding at December 31, 2024 | - | - | ||||
| Preferred Stock, no par value, 50,000,000 shares authorized, 0 issued and outstanding at September 30, 2025 and 0 at December 31, 2024 | - | - | ||||
| Additional Paid-In Capital | 369,995,620 | 368,821,339 | ||||
| Deficit | (315,411,680 | ) | (256,107,418 | ) | ||
| Total Shareholders' Equity | 54,583,940 | 112,713,921 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 158,497,199 | $ | 206,734,079 |
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| PLANET 13 HOLDINGS INC.<br><br> <br>Interim Condensed Consolidated Statements of Operations and Comprehensive Loss<br><br> <br>(Unaudited, In United States Dollars) | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||
| 2025 | 2024 | |||||
| Revenues, net of discounts | $ | 23,270,211 | $ | 32,159,070 | ||
| Cost of Goods Sold | (18,311,350 | ) | (15,463,050 | ) | ||
| Gross Profit | 4,958,861 | 16,696,020 | ||||
| Expenses: | **** | **** | ||||
| General and Administrative | 11,987,649 | 14,772,846 | ||||
| Sales and Marketing | 1,171,083 | 1,572,549 | ||||
| Lease Expense | 1,345,835 | 1,320,018 | ||||
| Impairment Loss | 29,844,227 | - | ||||
| Depreciation | 1,855,914 | 2,355,052 | ||||
| Total Expenses | 46,204,708 | 20,020,465 | ||||
| Loss From Operations | (41,245,847 | ) | (3,324,445 | ) | ||
| Other Income (Expense): | **** | **** | ||||
| Interest income (expense), net | (91,934 | ) | 30,263 | |||
| Foreign exchange (loss) | - | (3,066 | ) | |||
| Other income, net | (1,799,946 | ) | 376,717 | |||
| Total Other Income (Expense) | (1,891,880 | ) | 403,914 | |||
| Loss Before Provision for Income Taxes | (43,137,727 | ) | (2,920,531 | ) | ||
| Provision For Income Taxes | **** | **** | ||||
| Current Tax Expense | (3,054,176 | ) | (4,220,945 | ) | ||
| Deferred Tax Recovery | 2,236,050 | **** | (269,714 | ) | ||
| (818,126 | ) | (4,490,659 | ) | |||
| Net Loss and Comprehensive Loss | $ | (43,955,853 | ) | $ | (7,411,190 | ) |
| Loss per Share | **** | **** | ||||
| Basic and diluted loss per share | $ | (0.14 | ) | $ | (0.02 | ) |
| Weighted Average Number of Shares of Common Stock | **** | **** | ||||
| Basic and diluted | 325,363,800 | 325,163,800 |
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| PLANET 13 HOLDINGS INC.<br><br> <br>Interim Condensed Consolidated Statements of Cash Flows<br><br> <br>(Unaudited, In United States Dollars) | ||||||
|---|---|---|---|---|---|---|
| Nine Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||
| 2025 | 2024 | |||||
| CASH USED IN OPERATING ACTIVITIES | **** | **** | ||||
| Net loss | $ | (59,304,262 | ) | $ | (21,358,105 | ) |
| Adjustments for items not involving cash: | ||||||
| Shared based compensation | 1,174,281 | 154,893 | ||||
| Non-cash lease expense | 1,566,859 | 1,264,904 | ||||
| Depreciation | 9,037,214 | 9,829,358 | ||||
| Loss on impairment of fixed assets | 23,984,227 | 2,393,087 | ||||
| Loss on impairment of intangible assets | 5,860,000 | 762,091 | ||||
| Loss on disposal of fixed assets | 1,674,517 | 88,849 | ||||
| Gain on disposal of ROU asset | (18,827 | ) | - | |||
| Recovery of property in legal settlement | (4,086,174 | ) | - | |||
| Loss on reserve for slow moving inventory | 3,591,644 | - | ||||
| Amortization of note payable discount | 191,701 | - | ||||
| Lease incentive amortization | (7,143 | ) | 81,832 | |||
| (16,335,963 | ) | (6,783,091 | ) | |||
| Net Changes in Non-cash Working Capital Items | 6,959,387 | **** | 14,146,701 | |||
| Repayment of lease liabilities | (1,194,307 | ) | (720,831 | ) | ||
| Total Operating | (10,570,883 | ) | 6,642,779 | |||
| FINANCING ACTIVITIES | ||||||
| Proceeds from public share issuance | - | 9,862,208 | ||||
| Net Cash From VidaCann Acquisition | - | 911,715 | ||||
| VidaCann Acquisition-Cash Component | - | (4,000,000 | ) | |||
| Repayment of Lafayette State Bank Note | (2,947,632 | ) | - | |||
| Bank of Nevada Revolving Line of Credit | 9,750,000 | - | ||||
| Payment of Promissory Note to former VidaCann Shareholders | (5,000,000 | ) | - | |||
| Total Financing | 1,802,368 | **** | 6,773,923 | |||
| INVESTING ACTIVITIES | **** | **** | ||||
| Purchase of property and equipment | (5,816,104 | ) | (9,481,532 | ) | ||
| Proceeds from sales of fixed assets | 2,244,448 | 7,000 | ||||
| Proceeds from the sale of Florida license, net of transaction costs | - | 8,237,909 | ||||
| Proceeds from sale of assets held for sale | 4,086,174 | - | ||||
| Total Investing | 514,518 | **** | (1,236,623 | ) | ||
| NET CHANGE IN CASH DURING THE PERIOD | (8,253,997 | ) | 12,180,079 | |||
| CASH | **** | **** | ||||
| Beginning of Period | 25,435,077 | 17,281,592 | ||||
| End of Period | $ | 17,181,080 | $ | 29,461,671 |
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