10-Q
Planet 13 Holdings Inc. (PLNH)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|---|
| For the quarterly period ended June 30, 2025 | |
| OR | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission File Number: ****
000-56374
| PLANET 13 HOLDINGS INC. | |
|---|---|
| (Exact name of Registrant as Specified in its Charter) | |
| Nevada | 83-2787199 |
| --- | --- |
| (State or other jurisdiction of<br> <br>incorporation or organization) | (I.R.S. Employer<br> <br>Identification No.) |
| 2548 West Desert Inn Road, Suite 100<br> <br>Las Vegas, Nevada | 89109 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’
s telephone number, including area code: (702) 815-1313
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 13, 2025, there were 325,363,800 shares of common stock outstanding.
Table of Contents
Planet 13 Holdings Inc.
Quarterly Report on Form 10-Q
For Quarterly Period Ended June 30, 2025
Table of Contents
| Page | ||
|---|---|---|
| PART I | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements. | 5 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 25 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 33 |
| Item 4. | Controls and Procedures. | 33 |
| PART II | OTHER INFORMATION | |
| Item 1. | Legal Proceedings. | 34 |
| Item 1A. | Risk Factors. | 34 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 34 |
| Item 3. | Defaults Upon Senior Securities. | 34 |
| Item 4. | Mine Safety Disclosures. | 34 |
| Item 5. | Other Information. | 34 |
| Item 6. | Exhibits. | 35 |
| SIGNATURES | 36 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking information” and “forward-looking statements” within the meaning of applicable United States securities laws and Canadian securities laws. All information, other than statements of historical facts, included in this Quarterly Report on Form 10-Q that addresses activities, events or developments that we expect or anticipate will or may occur in the future is forward-looking information. Forward-looking information is often identified by the words “may,” “would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” or similar expressions and includes, among others, information regarding: our strategic plans and expansion and expectations regarding the growth of the California, Florida and Illinois cannabis markets; statements relating to the business and future activities of, and developments related to, us after the date of this Quarterly Report on Form 10-Q, including such things as future business strategy, competitive strengths, goals, expansion and growth of our business, operations and plans, new revenue streams, the completion by us of contemplated acquisitions of additional real estate, cultivation and licensing assets, the roll out of new dispensaries, the application for additional licenses and the grant of licenses or renewals of existing licenses that have been applied for, the expansion of existing cultivation and production facilities, the completion of cultivation and production facilities that are under construction, the construction of additional cultivation and production facilities, the expansion into additional U.S. markets, any potential future legalization of adult-use and/or medical cannabis under U.S. federal law; expectations of market size and growth in the United States and the states in which we operate or contemplate future operations; expectations for other economic, business, regulatory and/or competitive factors related to us or the cannabis industry generally; and other events or conditions that may occur in the future.
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Readers are cautioned that forward-looking information and statements are not based on historical facts but instead are based on reasonable assumptions and estimates of our management at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements. Such factors include, among others, our actual financial position and results of operations differing from management’s expectations; our business model; a lack of business diversification; increasing competition in the industry; public opinion and perception of the cannabis industry; expected significant costs and obligations; current reliance on limited jurisdictions; development of our business; access to capital; risks relating to the management of growth; risks inherent in an agricultural business; risks relating to energy costs; risks related to research and market development; risks related to breaches of security at our facilities; reliance on suppliers; risks relating to the concentrated voting control of the Company; risks related to our being a holding company; risks related to service providers withdrawing or suspending services under threat of prosecution; risks related to proprietary intellectual property and potential infringement by third parties; risks of litigation relating to intellectual property; negative clinical trial results; insurance related risks; risk of litigation generally; risks associated with cannabis products manufactured for human consumption, including potential product recalls; risks relating to being unable to attract and retain key personnel; risks relating to obtaining and retaining relevant licenses; risks relating to integration of acquired businesses; risks related to quantifying our target market; risks related to industry growth and consolidation; fraudulent activity by employees, contractors and consultants; cyber-security risks; conflicts of interest; risks related to reputational damage in certain circumstances; leased premises risks; risks related to epidemics and pandemics; U.S. regulatory landscape and enforcement related to cannabis, including political risks; heightened scrutiny by Canadian regulatory authorities; risks related to capital raising due to heightened regulatory scrutiny; risks related to tax liabilities; risks related to U.S. state and local law and regulations; risks related to access to banks and credit card payment processors; risks related to potential violation of laws by banks and other financial institutions; ability and constraints on marketing products; risks related to lack of U.S. federal trademark and patent protection; risks related to the enforceability of contracts; the limited market for our securities; difficulty for U.S. holders of our common stock to resell over the Canadian Securities Exchange; price volatility of our common stock; future sales by shareholders; no guarantee regarding use of available funds; currency fluctuations; risks related to entry into the U.S; and other factors beyond our control, as more particularly described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent reports.
Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Although we have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information and statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on forward-looking information and statements. The forward-looking information and statements contained herein are presented for the purposes of assisting readers in understanding our expected financial and operating performance and our plans and objectives and may not be appropriate for other purposes.
The forward-looking information and statements contained in this Quarterly Report on Form 10-Q represent our views and expectations as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update such forward-looking information and statements at a future time, we have no current intention of doing so except to the extent required by applicable law.
ADDITIONAL INFORMATION
In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms “we,” “us,” “our,” “Company,” or “Planet 13” refer to Planet 13 Holdings Inc. together with its wholly-owned subsidiaries.
Unless otherwise indicated, all references to “$,” “US$” or “USD” in this Quarterly Report on Form 10-Q refer to United States dollars, and all references to “C$,” “CAD$,” or “CAD” refer to Canadian dollars.
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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
| PLANET 13 HOLDINGS INC.<br> <br>Interim Condensed Consolidated Balance Sheets<br> <br>(Unaudited, In United States Dollars) | ||||||
|---|---|---|---|---|---|---|
| June 30, | December 31, | |||||
| --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | |||||
| ASSETS | **** | **** | ||||
| Current Assets: | ||||||
| Cash | $ | 15,853,538 | $ | 23,384,493 | ||
| Restricted Cash | - | 2,050,584 | ||||
| Accounts Receivable | 1,595,501 | 1,473,156 | ||||
| Inventory | 24,525,493 | 22,821,994 | ||||
| Assets held for sale | 4,588,153 | - | ||||
| Prepaid Expenses and Other Current Assets | 3,204,810 | 4,568,816 | ||||
| Total Current Assets | 49,767,495 | 54,299,043 | ||||
| Property, Plant and Equipment | 62,103,281 | 63,511,423 | ||||
| Intangible Assets and Goodwill | 48,763,931 | 48,763,931 | ||||
| Right of Use Assets - Operating | 37,734,775 | 38,229,399 | ||||
| Long-term Deposits and Other Assets | 1,081,089 | 1,033,758 | ||||
| Deferred Tax Asset | 1,527,368 | 896,525 | ||||
| TOTAL ASSETS | $ | 200,977,939 | $ | 206,734,079 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | **** | **** | ||||
| LIABILITIES | **** | **** | ||||
| Current: | ||||||
| Accounts Payable | $ | 6,963,296 | $ | 7,421,921 | ||
| Accrued Expenses | 7,690,843 | 7,285,415 | ||||
| Income Taxes Payable | 159,080 | 139,480 | ||||
| Notes Payable - Current Portion | 10,634,000 | 8,681,684 | ||||
| Operating Lease Liabilities | 2,085,595 | 1,818,588 | ||||
| Total Current Liabilities | 27,532,814 | 25,347,088 | ||||
| Long-Term Liabilities: | ||||||
| Operating Lease Liabilities | 45,982,271 | 46,448,666 | ||||
| Other Long-term Liabilities | 1,249,045 | 1,220,722 | ||||
| Uncertain Tax Positions | 26,902,238 | 19,321,475 | ||||
| Deferred Tax Liability | 1,388,432 | 1,682,207 | ||||
| Total Liabilities | 103,054,800 | 94,020,158 | ||||
| SHAREHOLDERS' EQUITY | **** | **** | ||||
| Common Stock, no par value, 1,500,000,000 shares authorized, 325,363,800 issued and outstanding at June 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 June 30, 2025 and 0 at December 31, 2024 | - | - | ||||
| Additional Paid-In Capital | 369,378,966 | 368,821,339 | ||||
| Deficit | (271,455,827 | ) | (256,107,418 | ) | ||
| Total Shareholders' Equity | 97,923,139 | 112,713,921 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 200,977,939 | $ | 206,734,079 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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| PLANET 13 HOLDINGS INC.<br> <br>Interim Condensed Consolidated Statements of Operations and Comprehensive Loss<br> <br>(Unaudited, in United States Dollars, except Share Amounts) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | June 30, | June 30, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues, net of discounts | $ | 26,854,361 | $ | 31,088,254 | $ | 54,886,168 | $ | 53,965,725 | ||||
| Cost of Goods Sold | (15,195,868 | ) | (15,251,527 | ) | (31,220,170 | ) | (27,644,519 | ) | ||||
| Gross Profit | 11,658,493 | 15,836,727 | 23,665,998 | 26,321,206 | ||||||||
| Expenses: | **** | **** | **** | **** | ||||||||
| General and Administrative | 13,641,035 | 12,277,708 | 27,657,723 | 22,302,495 | ||||||||
| Sales and Marketing | 1,625,971 | 1,517,640 | 3,172,989 | 2,808,377 | ||||||||
| Lease Expense | 1,382,068 | 1,045,611 | 2,686,961 | 1,820,557 | ||||||||
| Impairment Loss | - | 2,393,087 | - | 2,393,087 | ||||||||
| Depreciation | 1,835,289 | 2,145,048 | 3,586,719 | 4,204,071 | ||||||||
| Total Expenses | 18,484,363 | 19,379,094 | 37,104,392 | 33,528,587 | ||||||||
| Loss From Operations | (6,825,870 | ) | (3,542,367 | ) | (13,438,394 | ) | (7,207,381 | ) | ||||
| Other Income (Expense): | **** | **** | **** | **** | ||||||||
| Interest income (expense), net | (377,290 | ) | 84,580 | (553,701 | ) | 109,142 | ||||||
| Foreign exchange (loss) | (224 | ) | (6,945 | ) | (3,113 | ) | (10,042 | ) | ||||
| Other income, net | 325,704 | (557,479 | ) | 5,304,227 | **** | (443,730 | ) | |||||
| Total Other Income (Expense) | (51,810 | ) | (479,844 | ) | 4,747,413 | (344,630 | ) | |||||
| Loss Before Provision for Income Taxes | (6,877,680 | ) | (4,022,211 | ) | (8,690,981 | ) | (7,552,011 | ) | ||||
| Provision For Income Taxes | **** | **** | **** | **** | ||||||||
| Current Tax Expense | (6,510,445 | ) | (3,898,486 | ) | (7,582,047 | ) | (6,262,346 | ) | ||||
| Deferred Tax Recovery | 86,883 | (152,449 | ) | 924,619 | **** | (132,558 | ) | |||||
| (6,423,562 | ) | (4,050,935 | ) | (6,657,428 | ) | (6,394,904 | ) | |||||
| Net Loss and Comprehensive Loss | $ | (13,301,242 | ) | $ | (8,073,146 | ) | $ | (15,348,409 | ) | $ | (13,946,915 | ) |
| Loss per Share | **** | **** | **** | **** | ||||||||
| Basic and diluted loss per share | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.05 | ) | $ | (0.05 | ) |
| Weighted Average Number of Shares of Common Stock | **** | **** | **** | **** | ||||||||
| Basic and diluted | 325,362,689 | 289,175,997 | 325,311,866 | 258,806,771 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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| PLANET 13 HOLDINGS INC.<br> <br>Interim Condensed Consolidated Statements of Changes in Shareholders’Equity<br> <br>(Unaudited, in United States Dollars, except Share Amounts) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of | **** | **** | **** | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Shares of Common Stock | Warrants | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders' Equity | |||||||||
| Balance, December 31, 2023 | 223,317,270 | - | $ | 315,951,343 | $ | (208,310,562 | ) | $ | 107,640,781 | ||||
| Share based Compensation - RSUs | - | - | 129,477 | - | 129,477 | ||||||||
| Share based Compensation - RSUs - Taxes Paid in Lieu of Share Issuance | - | - | (45,833 | ) | - | (45,833 | ) | ||||||
| Shares Issued on Settlement of RSUs | 1,224,278 | - | - | - | - | ||||||||
| Proceeds from public offering | 18,750,000 | 18,750,000 | 11,250,000 | - | 11,250,000 | ||||||||
| Share issuance costs | - | - | (1,387,792 | ) | - | (1,387,792 | ) | ||||||
| Shares Issued on VidaCann Acquisition | 81,872,252 | - | 54,420,485 | - | 54,420,485 | ||||||||
| Net Loss for the Period | - | - | - | (13,946,915 | ) | (13,946,915 | ) | ||||||
| Balance, June 30, 2024 | 325,163,800 | 18,750,000 | $ | 380,317,680 | $ | (222,257,477 | ) | $ | 158,060,203 | ||||
| Balance, December 31, 2024 | 325,163,800 | 18,750,000 | $ | 368,821,339 | $ | (256,107,418 | ) | $ | 112,713,921 | ||||
| Share based Compensation - RSUs | - | - | 557,627 | - | 557,627 | ||||||||
| Shares Issued on Settlement of RSUs | 200,000 | - | - | - | - | ||||||||
| Net Loss for the Period | - | - | - | (15,348,409 | ) | (15,348,409 | ) | ||||||
| Balance, June 30, 2025 | 325,363,800 | 18,750,000 | $ | 369,378,966 | $ | (271,455,827 | ) | $ | 97,923,139 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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| PLANET 13 HOLDINGS INC.<br> <br>Interim Condensed Consolidated Statements of Cash Flows<br> <br>(Unaudited, In United States Dollars) | ||||||
|---|---|---|---|---|---|---|
| Six Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | |||||
| 2025 | 2024 | |||||
| CASH USED IN OPERATING ACTIVITIES | **** | **** | ||||
| Net loss | $ | (15,348,409 | ) | $ | (13,946,915 | ) |
| Adjustments for items not involving cash: | ||||||
| Shared based compensation | 557,627 | 129,477 | ||||
| Non-cash lease expense | 1,061,762 | 747,863 | ||||
| Depreciation | 6,283,526 | 6,249,458 | ||||
| Loss on impairment of fixed assets | - | 2,393,489 | ||||
| Loss on impairment of intangible assets | - | 762,091 | ||||
| Loss on disposal of fixed assets | - | 86,140 | ||||
| Recovery of property in legal settlement | (4,588,153 | ) | - | |||
| Amortization of note payable discount | 177,191 | - | ||||
| Lease incentive amortization | 3,804 | **** | 54,554 | |||
| (11,852,652 | ) | (3,523,843 | ) | |||
| Net Changes in Non-cash Working Capital Items | 6,206,445 | **** | 7,731,109 | |||
| Repayment of lease liabilities | (770,330 | ) | (444,345 | ) | ||
| Total Operating | (6,416,537 | ) | 3,762,921 | |||
| FINANCING ACTIVITIES | ||||||
| Proceeds from public share issuance | - | 9,862,208 | ||||
| Net Cash From VidaCann Acquisition | - | 589,666 | ||||
| VidaCann Acquisition-Cash Component | - | (4,000,000 | ) | |||
| Repayment of Lafayette State Bank Note | (2,947,632 | ) | - | |||
| Revolving Line of Credit | 9,750,000 | - | ||||
| Payment of Promissory Note to former VidaCann Shareholders | (5,000,000 | ) | - | |||
| Total Financing | 1,802,368 | **** | 6,451,874 | |||
| INVESTING ACTIVITIES | **** | **** | ||||
| Purchase of property and equipment | (4,967,370 | ) | (7,018,532 | ) | ||
| Proceeds from sales of fixed assets | - | 4,594 | ||||
| Proceeds from the sale of Florida license, net of transaction costs | - | 8,237,909 | ||||
| Total Investing | (4,967,370 | ) | 1,223,971 | |||
| NET CHANGE IN CASH DURING THE PERIOD | (9,581,539 | ) | 11,438,766 | |||
| CASH | **** | **** | ||||
| Beginning of Period | 25,435,077 | 17,281,592 | ||||
| End of Period | $ | 15,853,538 | $ | 28,720,358 |
Supplemental cash flow information (Note 14)
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) |
|---|
| 1. Nature of Operations |
| --- |
Planet 13 Holdings Inc. (“P13” or the “Company”) was incorporated under the Canada Business Corporations Act on April 26, 2002and continued under the British Columbia Business Corporations Act on September 24, 2019, and on September 15, 2023completed its domestication to Nevada.
The Company is a vertically integrated cultivator and provider of cannabis and cannabis-infused products that is licensed under the laws of the States of Nevada, California, Illinois and Florida. The Company is licensed in these jurisdictions as follows: six Nevada licenses for cultivation (three medical and three adult-use), six Nevada licenses for production (three medical and three adult-use), three Nevada dispensary licenses (one medical and two adult-use), two Nevada licenses for distribution (one active, one conditional), one medical and adult-use dispensary license in California, two distribution licenses in California, one event organizer license in California, one medium indoor cultivation license in California, one non-volatile manufacturing license in California, one Medical Marijuana Treatment Center license in Florida (unlimited medical dispensaries, cultivation and processing) and one adult-use dispensary license in Illinois.
P13 is a public company which is listed on the Canadian Securities Exchange (“CSE”) under the symbol PLTH and on the OTCQX exchange under the symbol “PLNH”.
The Company’s registered and head office address is 2548 W. Desert Inn Road, Suite 100, Las Vegas, NV 89109.
While cannabis and CBD-infused products are legal under the laws of several U.S. states (with varying restrictions applicable), the United States Federal Controlled Substances Act classifies all “marijuana” as a Schedule I drug, whether for medical or recreational use. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of safety for use under medical supervision.
The federal government currently is prohibited from prosecuting businesses that operate in compliance with applicable state and local medical cannabis laws and regulations; however, this does not protect adult use cannabis. If the federal government changes this position, it would be financially detrimental to the Company.
| 2. Basis of Presentation |
|---|
These unaudited condensed consolidated interim financial statements reflect the accounts of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for all periods presented. Certain information and footnote disclosures normally included in the audited annual consolidated financial statements prepared in accordance with GAAP have been omitted or condensed. The information included in these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. These unaudited interim condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments), which, in the opinion of management, are necessary for the fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
These unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.
Failure to arrange adequate financing on acceptable terms and/or achieve profitability may have an adverse effect on the financial position, results of operations, cash flows and prospects of the Company. These unaudited interim condensed consolidated financial statements do not give effect to adjustments to assets or liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
These unaudited condensed consolidated interim financial statements were authorized for issuance by the Board of Directors of the Company on August 13, 2025.
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) | |
|---|---|
| i) | Basis of consolidation |
| --- | --- |
These accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. All intercompany accounts and transactions have been eliminated upon consolidation. The unaudited condensed consolidated interim financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.
These unaudited condensed consolidated interim financial statements include the accounts of the Company and the following entities which are subsidiaries of the Company:
| Subsidiaries as at June 30, 2025 | Jurisdiction of Incorporation | Ownership Interest 2025 | Ownership Interest 2024 | Nature of Business |
|---|---|---|---|---|
| MM Development Company, Inc. | Nevada, USA | 100% | 100% | Nevada license holding company; vertically integrated cannabis operations |
| BLC Management Company LLC | Nevada, USA | 100% | 100% | Management/holding company |
| LBC CBD LLC | Nevada, USA | 100% | 100% | CBD retail sales and marketing |
| Newtonian Principles Inc. | California, USA | 100% | 100% | California license holding company; cannabis retail sales |
| Crossgate Capital U.S. Holdings Corp. | Nevada, USA | 100% | 100% | Holding company for Next Green Wave, LLC |
| Next Green Wave, LLC | California, USA | 100% | 100% | California license holding company; cannabis cultivation and processing |
| Planet 13 Illinois, LLC | Illinois, USA | 100% | 49% | Illinois license holding company; cannabis retail sales |
| BLC NV Food, LLC | Nevada, USA | 100% | 100% | Holding company for By The Slice LLC |
| By The Slice, LLC | Nevada, USA | 100% | 100% | Restaurant and retail operations |
| Planet 13 Chicago, LLC | Illinois, USA | 100% | 100% | Holding company |
| Planet 13 Florida, Inc. | Florida, USA | 0% | 100% | Florida license holding company |
| Planet 13 Real Prop LLC | Florida, USA | 100% | N/A | Holding company |
| Planet 13 Lifestyles LLC | Nevada, USA | 100% | 0% | Retail sales of apparel and accessories |
| VidaCann, LLC | Florida, USA | 100% | 0% | Florida license holding company |
| Planet 13 Innovations LLC | Nevada, USA | 100% | 0% | Intellectual property holding company |
| Estate of Las Palmas LLC | California, USA | 100% | N/A | Real estate holdings company |
| Club One Three, LLC | Nevada, USA | 100% | N/A | Inactive |
| ii) | Functional currency | |||
| --- | --- |
These unaudited condensed consolidated interim financial statements are presented in U.S. Dollars (“USD”), which is the Company’s and its subsidiaries’ functional currency.
Foreign currency transactions are remeasured to the respective financial currencies of the Company’s entities at the exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are measured to functional currency at the foreign exchange rate applicable at the statement of balance sheets date. Non-monetary items are carried at historical rates. Non-monetary items carried at face value denominated in foreign currencies are remeasured to the functional currency at the date when the fair value was determined. Realized and unrealized foreign exchange gains and losses are recognized through profit or loss.
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) | |
|---|---|
| iii) | Emerging growth company |
| --- | --- |
The Company is an “Emerging Growth Company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it has taken advantage of certain exemptions that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not has a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial reporting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
| 3. Inventory |
|---|
Finished goods inventory consists of dried cannabis, concentrates, edibles, and other products that are complete and available for sale (both internally generated inventory and third-party products purchased in the wholesale market). Work in process inventory consists of cannabis after harvest, in the processing stage. Packaging and miscellaneous consist of consumables for use in the transformation of biological assets and other inventory used in the production of finished goods, non-cannabis merchandise and food and beverage items. The Company’s inventory is comprised of:
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Raw materials | $ | 9,927,426 | $ | 9,768,295 |
| Packaging and miscellaneous | 1,830,136 | 1,949,621 | ||
| Work in progress | 7,149,420 | 6,406,679 | ||
| Finished goods | 5,618,511 | 4,697,399 | ||
| $ | 24,525,493 | $ | 22,821,994 |
Cost of Inventory is recognized as an expense when sold and included in the cost of goods sold. During the three and six months ended June 30, 2025, the Company recognized $15,195,868 and $31,220,170 (2024 - $15,251,527 and $27,644,519) of inventory expensed to cost of goods sold.
| 4. Prepaid Expenses and Other Current Assets | ||||
|---|---|---|---|---|
| June 30, | December 31, | |||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | |||
| Security deposits | $ | 266,652 | $ | 122,839 |
| Advertising and Marketing | 57,541 | 259,113 | ||
| Prepaid rent | 952,205 | 965,043 | ||
| Insurance | 482,574 | 414,570 | ||
| License fees | 804,132 | 1,211,694 | ||
| Miscellaneous | 641,706 | 1,595,557 | ||
| $ | 3,204,810 | $ | 4,568,816 |
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 5. Property, Plant and Equipment | |||||||||||||
| --- | |||||||||||||
| Land and | Leasehold | Construction | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Improvements | Buildings | Equipment | Improvements | in Progress | Total | ||||||||
| Gross carrying amount | **** | ||||||||||||
| At December 31, 2024 | $ | 6,065,961 | $ | 17,088,552 | $ | 17,041,131 | $ | 65,353,357 | $ | 2,958,787 | $ | 108,507,788 | |
| Additions | - | 11,470 | 645,499 | 1,774,838 | 2,443,577 | 4,875,384 | |||||||
| Transfers | - | - | 369,271 | 2,340,665 | (2,709,936 | ) | - | ||||||
| At June 30, 2025 | $ | 6,065,961 | $ | 17,100,022 | $ | 18,055,901 | $ | 69,468,860 | $ | 2,692,428 | $ | 113,383,172 | |
| Depreciation | **** | ||||||||||||
| At December 31, 2024 | $ | 28,472 | $ | 1,321,972 | $ | 10,211,536 | $ | 33,434,385 | $ | - | $ | 44,996,365 | |
| Additions | 11,092 | 381,865 | 1,288,067 | 4,602,502 | - | 6,283,526 | |||||||
| At June 30, 2025 | $ | 39,564 | $ | 1,703,837 | $ | 11,499,603 | $ | 38,036,887 | $ | - | $ | 51,279,891 | |
| Carrying amount | **** | ||||||||||||
| At December 31, 2024 | $ | 6,037,489 | $ | 15,766,580 | $ | 6,829,595 | $ | 31,918,972 | $ | 2,958,787 | $ | 63,511,423 | |
| At June 30, 2025 | $ | 6,026,397 | $ | 15,396,185 | $ | 6,556,298 | $ | 31,431,973 | $ | 2,692,428 | $ | 62,103,281 |
For the six months ended June 30, 2025, depreciation expense was $6,283,526 (2024 - $6,249,458) of which $2,696,807 (2024 - $2,045,387) was included in cost of goods sold and inventory.
During the six months ended June 30, 2025, $2,709,936 was transferred from Construction in Progress to the other fixed accounts (2024 - $1,967,806).
During the six months ended June 30, 2025, no impairment charges were recognized. (2024 - $2,393,087).
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 6. Intangible Assets and Goodwill | ||||||||||||||||
| --- | ||||||||||||||||
| Retail Dispensary Clark County | Cultivation and Production Clark County | Illinois License | Cultivation Coalinga CA Other Intangibles | Florida MMTC License-VidaCann | VidaCann Goodwill | Other | Total | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gross carrying amount | ||||||||||||||||
| Balance, December 31, 2024 | $ | 690,000 | $ | 709,798 | $ | 1,812,656 | $ | 5,860,000 | $ | 9,000,000 | $ | 30,661,477 | $ | 30,000 | $ | 48,763,931 |
| Additions | - | - | - | - | - | - | - | - | ||||||||
| Balance at June 30, 2025 | $ | 690,000 | $ | 709,798 | $ | 1,812,656 | $ | 5,860,000 | $ | 9,000,000 | $ | 30,661,477 | $ | 30,000 | $ | 48,763,931 |
VidaCann Acquisition
On August 28, 2023, the Company entered into a Membership Interest Purchase Agreement (“Purchase Agreement”) with VidaCann, LLC (“VidaCann”), Loop’s Dispensaries, LLC (“Dispensaries”), Ray of Hope 4 Florida, LLC (“Ray of Hope”) and Loops Nursery & Greenhouses, Inc. (“Nursery” and together with Dispensaries and Ray of Hope, the (“Sellers”), David Loop (“Loop”) and Mark Ascik and Loop, solely in his capacity as Seller Representative, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company acquired from the Sellers all of the membership interests in VidaCann (the “Transaction”).
On May 9, 2024, the Company acquired 100% ownership interest of VidaCann, and accounted for the Transaction as a business combination acquisition pursuant to ASC 805.
Pursuant to the Purchase Agreement, the Company acquired VidaCann from the Sellers for agreed consideration at closing of the Transaction (the “Closing”) equal to the sum of: (i) 80,564,554 shares of common stock of the Company (the “Base Share Consideration”), plus 1,307,698 shares with a fair value of $750,000 that were issued to VidaCann’s industry advisor as acquisition-related costs; (ii) a cash payment of $4,000,000 (the “Closing Cash Payment”); and (iii) promissory notes issued by the Company to the Sellers in the aggregate principal amount of $5,000,000, with each of the above components subject to adjustments as set out in the Purchase Agreement. Based on the closing price of the Company’s common stock of (CAD$0.9100) $0.6647 on May 9, 2024 on the Canadian Securities Exchange (the “CSE”) (based on the Bank of Canada CAD to USD exchange rate on May 9, 2024 of CAD$1.00=$0.7304), the total consideration was valued at $50,755,443. As contemplated by the Purchase Agreement, VidaCann continued to have $3 million of bank indebtedness and $1.5 million of related party notes to former VidaCann managers at the time of closing, which were assumed by the Company. The Seller of the majority interest in VidaCann also had the right to nominate a director to the Company’s board of directors effective the next business day following the Company’s 2024 annual meeting of stockholders and selected David Loop, the former Chief Executive Officer of VidaCann, as its board nominee.
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) |
|---|
The VidaCann acquisition was deemed to be a business combination under ASC 805. The following table summarizes the allocation of consideration exchanged to the estimated fair value of the tangible and intangible assets acquired:
| Consideration paid: | |||
|---|---|---|---|
| Cash | $ | 4,000,000 | |
| Issuance of 80,564,554 shares of common stock | 42,123,314 | ||
| Note Payable to Former VidaCann Shareholders | 4,632,129 | ||
| $ | 50,755,443 | ||
| Fair value of net assets acquired: | |||
| Cash | $ | 911,715 | |
| Inventory | 7,375,225 | ||
| Prepaids and other assets | 1,869,222 | ||
| Property, plant and equipment | 9,080,072 | ||
| ROU Assets | 21,371,614 | ||
| Intangible assets | 9,000,000 | ||
| Goodwill | 30,661,477 | ||
| ROU Liabilities | (21,371,614 | ) | |
| Notes Payable | (4,010,582 | ) | |
| Accounts Payable and Accrued Liabilities | (4,131,686 | ) | |
| $ | 50,755,443 |
The purchase price allocations for the VidaCann transaction reflect various fair value estimates and analyses relating to the determination of fair value of certain tangible and intangible assets acquired and residual goodwill. The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including market data and management’s estimates. The estimated fair value of acquired working capital was determined to approximate carrying value.
The goodwill arising from the VidaCann transaction consists of expected synergies from combining operations of the Company and VidaCann, and intangible assets not qualifying for separate recognition such as formulations, proprietary technologies and acquired know-how. None of the goodwill is deductible for tax purposes. VidaCann’s state cannabis license represented an identifiable intangible asset acquired in the amount of $9,000,000. The VidaCann cannabis license acquired has an indefinite life and as such will not be subject to amortization.
In connection with the VidaCann transaction, the Company expensed $0 of acquisition-related costs, which have been included in general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss for the period ended June 30, 2025, and $270,563 for the period ended June 30, 2024.
VidaCann contributed $17,655,287 in Net Revenue, $8,294,576 in Gross Profit, and a net loss of $4,526,463 in Consolidated Comprehensive Net Loss in the six-month period ended June 30, 2025 ($7,252,007 in Net Revenue, $4,777,909 in Gross Profit and $858,048 in Consolidated Comprehensive Net Income in the period ended June 30, 2024).
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) |
|---|
The following table reflects the revenue, gross profit and comprehensive loss that would have been reported if the acquisition had occurred at the beginning of the period indicated:
| Six Months Ended June 30, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| As Reported | VidaCann | Pro Forma | ||||||
| Revenue, net of discounts | $ | 53,965,725 | $ | 18,181,672 | $ | 72,147,397 | ||
| Gross Profit | 26,321,206 | 6,793,209 | 33,114,415 | |||||
| Comprehensive Income (loss) for the period | (13,946,915 | ) | 95,058 | (13,851,857 | ) |
Florida License
On January 22, 2024, the Company entered into a definitive agreement to sell its Planet 13 Florida, Inc. entity for $9,000,000 which, at the time of sale held no assets other than a Florida medical marijuana treatment center license (the “MMTC license”). The value of the MMTC license at December 31, 2023 was less than the carrying amount of the license. Consequently, the Company recorded an impairment charge of $46,846,866 against the carrying value of the MMTC license. The impairment loss is reflected in the statement of operations and comprehensive loss of the year ended December 31, 2023under the caption “Impairment Loss”. During the fourth quarter of 2023, the Company committed to a plan to sell its Florida license. Accordingly, the license held by the Company's Florida subsidiary was presented as an asset held for sale on the consolidated balance sheet as of December 31, 2023. The sale of Planet 13 Florida, Inc. was completed on May 6, 2024. Transaction costs incurred for the sale of the license equaled $762,091.
| 7. Leases |
|---|
The Company’s lease agreements are for cultivation, manufacturing, retail office premises and for vehicles. The property lease terms range between 5 years and 21 years depending on the facility and are subject to an average of 2 renewal periods of equal length as the original lease. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities, or insurance and maintenance. Rent expense for leases with escalation clauses is accounted for on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) |
|---|
The following table provides the components of lease costs recognized in the unaudited interim condensed consolidated statement of operations and comprehensive loss for the three and six-month periods ended June 30, 2025 and 2024:
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | |||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Operating lease costs | $ | 2,384,247 | $ | 1,799,330 | $ | 4,691,318 | $ | 3,063,515 |
| Short term lease expense | **** | 117,607 | 69,038 | **** | 228,900 | 81,588 | ||
| Total lease costs | $ | 2,501,854 | $ | 1,868,368 | $ | 4,920,218 | $ | 3,145,103 |
Other information related to operating and finance leases as of and for the six months ended June 30, 2025 and 2024 is as follows:
| June 30, 2025 | June 30, 2024 | |||||
|---|---|---|---|---|---|---|
| Operating | Operating | |||||
| Lease | Lease | |||||
| Weighted average discount rate | 15.00 | % | 15.00 | % | ||
| Weighted average remaining lease term | 7.26 | 8.32 |
The maturities of the contractual undiscounted lease liabilities as of June 30, 2025 and December 31, 2024 are:
| June 30, | Dec 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Operating | Operating | |||||
| Lease | Lease | |||||
| 2025 | $ | 4,439,465 | $ | 8,682,145 | ||
| 2026 | 8,941,527 | 8,750,185 | ||||
| 2027 | 8,982,512 | 8,805,324 | ||||
| 2028 | 9,044,542 | 8,934,274 | ||||
| 2029 | 8,959,391 | 8,858,495 | ||||
| 2030 | 8,166,105 | 8,109,104 | ||||
| 2031 | 8,168,657 | - | ||||
| Thereafter | 59,792,884 | 67,931,257 | ||||
| Total undiscounted lease liabilities | 116,495,083 | 120,070,784 | ||||
| Interest on lease liabilities | (68,427,217 | ) | (71,803,530 | ) | ||
| Total present value of minimum lease payments | 48,067,866 | 48,267,254 | ||||
| Lease liability - current portion | (2,085,595 | ) | (1,818,588 | ) | ||
| Lease liability | $ | 45,982,271 | $ | 46,448,666 |
Principally all leases relate to real estate.
For the three and six months ended June 30, 2025, the Company incurred $2,384,247 and $4,691,318 of operating lease costs (2024 - $1,799,330 and $3,063,515), of which $1,016,522 and $2,033,044 (2024 - $753,719 and $1,242,958) was allocated to cost of goods sold and inventory.
See Note 14 for additional supplemental cash flow information related to leases.
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 8. Notes Payable | ||||||||||||||
| --- | ||||||||||||||
| June 30, | December 31, | Stated Interest | Effective | Maturity | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | Rate | Interest Rate | Date | ||||||||||
| Promissory note dated November 4, 2015, with semi-annual interest at 5.0%, secured by deed of trust, due December 1, 2019 | 884,000 | 884,000 | 5.0 | % | 5.0 | % | 12/1/2019 | |||||||
| Promissory Note to Former VidaCann shareholders | - | 4,869,695 | 5.0 | % | ^(1)^ | 15.0 | % | 4/1/2025 | ||||||
| Promissory Note to La Fayette State Bank | - | 2,927,989 | 10.0 | % | ^(2)^ | 15.0 | % | 2/20/2025 | ||||||
| Promissory Note to VidaCann former managers | 1,204,965 | 1,177,722 | 7.5 | % | ^(3)^ | 15.0 | % | 5/6/2029 | ||||||
| Revolving Line of Credit, cash secured with monthly interest paid at an annual rate of 5.65% | 9,750,000 | - | 5.65 | % | ^(4)^ | 5.65 | % | 6/30/2026 | ||||||
| $ | 11,838,965 | $ | 9,859,406 | |||||||||||
| Less current portion | (10,634,000 | ) | (8,681,684 | ) | ||||||||||
| $ | 1,204,965 | $ | 1,177,722 | |||||||||||
| Stated maturities of debt obligations are as follows: | ||||||||||||||
| 2025 | $ | - | $ | 8,681,684 | ||||||||||
| 2026 | 10,634,000 | - | ||||||||||||
| 2027 | - | - | ||||||||||||
| 2028 | - | - | ||||||||||||
| 2029 | 1,204,965 | 1,177,722 | ||||||||||||
| 2030 | - | - | ||||||||||||
| Total | $ | 11,838,965 | $ | 9,859,406 |
(1) The Promissory note to former VidaCann shareholders had a face value of $5,000,000. The Company determined a fair value of $4,632,129 at the May 9, 2024 acquisition date using a 15% estimated borrowing rate. Total interest expense including accrued interest and amortization of the note discount for the six-month period ended June 30, 2025equaled $213,182 (2024 - $0).
(2) The Promissory note to Lafayette State Bank had a face value of $2,947,632. The Company determined a fair value of $2,862,159 at the May 9, 2024 acquisition date using a 15% estimated borrowing rate. Total interest expense including paid interest and amortization of the note discount for the six-month period ended June 30, 2025 equaled $84,327 (2024 - $25,462). This note was paid in full on February 11, 2025.
(3) The Promissory note to VidaCann former managers had a face value of $1,500,000. The Company determined a fair value of $1,148,423 at the May 9, 2024 acquisition date using a 15% estimated borrowing rate. Total interest expense including paid interest and amortization of the note discount for the six-month period ended June 30, 2025 equaled $83,339 (2024 - $12,637).
(4) The Company entered into a cash secured line of credit up to $9,750,000, effective June 13, 2024, with no other collateral securing the credit line (the "revolving line of credit"). The revolving line of credit contains no financial, or other incurrence-based covenants or no material maintenance covenants. The revolving line of credit balance at June 30, 2025 equaled $9,750,000 (2024 - $0). Total interest expense for the Six-month period ended June 30, 2025 equaled $152,935 (2024 - $0).
| 9. Share Capital |
|---|
The Company is authorized to issue 1,500,000,000 shares of common stock and 50,000,000 shares of preferred stock.
| Number of Shares of Common Stock | |||||
|---|---|---|---|---|---|
| June 30, | December 31, | ||||
| 2025 | 2024 | ||||
| Common Stock | |||||
| Balance at January 1 | 325,163,800 | 223,317,270 | |||
| Shares issued on settlement of RSUs | i. | 200,000 | 1,224,278 | ||
| Shares issued on public offering | ii. | - | 18,750,000 | ||
| Shares issued in VidaCann Acquisition | iii. | - | 80,564,554 | ||
| Finders shares issued on VidaCann acquisition | iv. | - | 1,307,698 | ||
| Total shares of common stock outstanding | 325,363,800 | 325,163,800 |
i. Shares issued for Restricted Share Units
During the six months ended June 30, 2025, 14,080,635 restricted stock units ("RSU") were awarded under the Planet 13 Holdings Inc 2023 Equity incentive plan (as amended from time to time, the " 2023 Equity Plan"). 200,000 of these RSUs vested and 255,220 RSUs were forfeited and cancelled. The Company did not receive any cash proceeds on the settlement of the RSUs.
During the year ended December 31, 2024, 485,185 RSUs were awarded under the 2023 Equity Plan. 185,185 of these RSUs vested (of which 83,333 RSUs were surrendered in exchange for tax withholding payments), 1,224,278 of vested RSUs were settled and no RSUs were cancelled. The Company did not receive any cash proceeds on the settlement of the RSUs.
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) |
|---|
ii. Shares issued on public offering
On March 7, 2024 , the Company issued and sold 18,750,000 units of the Company (the “Units”) at a public offering price of $0.60 per unit (the "Offering"). Each Unit consisted of one share (each, a “Share”) of common stock, no par value, of the Company (“Common Stock”) and one warrant. Each warrant (a “Warrant”) entitles the holder to purchase one share of Common Stock for a period of 5 years following the closing date of the Offering at an exercise price of US$0.77, subject to adjustments in certain events. Total gross proceeds to the Company were approximately $11.3 million.
iii. Shares issued on VidaCann acquisition
On May 9, 2024 , the Company issued 80,564,554 shares of common stock of Planet 13 (the “Share Consideration”).
iv. Finders shares issued on VidaCann acquisition
On May 9, 2024, the Company issued 1,307,698 shares of common stock of Planet 13 in finders shares related to the VidaCann acquisition.
| 10. Warrants |
|---|
The following table summarizes the number of warrants outstanding at June 30, 2025 and December 31, 2024.
| June 30, 2025 | Weighted Average Exercise Price - | December 31, 2024 | Weighted Average Exercise Price - | |||
|---|---|---|---|---|---|---|
| Balance - beginning of period | 18,750,000 | - | ||||
| Exercised | - | - | ||||
| Issued | - | 18,750,000 | ||||
| Expired | - | - | ||||
| Balance - end of period | 18,750,000 | 18,750,000 |
All values are in US Dollars.
On March 7, 2024, the Company issued and sold 18,750,000 Units at a public offering price of $0.60 per unit. Each Unit consisted of one share of Common Stock and one Warrant. Each Warrant entitles the holder to purchase one share of Common Stock for a period of 5 years following the closing date of the Offering at an exercise price of $0.77, subject to adjustments in certain events. The warrants expire on March 7, 2029.
| 11. Share Based Compensation |
|---|
At the 2023 Annual General and Special Meeting, the shareholders of Planet 13 voted to approve and adopt the 2023 Equity Plan, which was contingent upon the completion of the Company's domestication, and became effective on September 15, 2023. As of September 15, 2023, the Company may not grant any new awards under the Planet 13 Holdings Inc. 2018 Stock Option Plan and Planet 13 Holdings Inc. 2018 Share Unit Plan (collectively, the “Prior Plans”), and the Prior Plans will continue to govern awards previously granted under them.
A total of 22,000,000 shares of Common Stock are available for grants under the 2023 Equity Plan and all other security based compensation arrangements of the Company, including the Prior Plans (the “Total Share Reserve”). Any outstanding awards under the Prior Plans on September 15, 2023 count towards the Total Share Reserve. As of September 15, 2023, 1,926,861 awards issued under the Prior Plans remained outstanding and, as of June 30, 2025, after taking into account the 14,080,635 RSUs granted in the six month period ended June 30, 2025, a maximum number of 5,507,319 shares of Common Stock are available for issuance under the 2023 Equity Plan, subject to adjustment pursuant to the terms of the 2023 Equity Plan.
(a) Stock Options
During the three and six months ended June 30, 2025 and the year ended December 31, 2024
No incentive stock options were granted during the three and six months ended June 30, 2025 or the year ended December 31, 2024.
The following table summarizes information about stock options outstanding at June 30, 2025:
| Exercise price | June 30, 2025 | June 30, 2025 | December 31, 2024 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Expiry Date | CAD$ | Outstanding | Exercisable | Outstanding | Exercisable | |||||
| February 27, 2025 | $ | 1.31 | - | - | 51,525 | 51,525 | ||||
| December 15, 2025 | $ | 3.06 | 269,075 | 269,075 | 269,075 | 269,075 | ||||
| September 30, 2026 | $ | 4.37 | 97,322 | 97,322 | 97,322 | 97,322 | ||||
| 366,397 | 366,397 | 417,922 | 417,922 |
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) |
|---|
The following table reflects the continuity of stock options for the period presented:
| June 30, 2025 | Weighted Average Exercise Price - CAD | December 31, 2024 | Weighted Average Exercise Price - CAD | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance - beginning of period | 417,922 | $ | 3.15 | 603,125 | $ | 2.58 | ||||
| Expired | (51,525 | ) | 1.31 | (185,203 | ) | 1.31 | ||||
| Balance - end of period | 366,397 | $ | 3.41 | 417,922 | $ | 3.15 |
Share based compensation expense attributable to employee options was $0 and $0 for the six months ended June 30, 2025 and 2024, respectively.
The total intrinsic value of stock options exercised, outstanding and exercisable as of June 30, 2025 and December 31, 2024 was $0, $0 and $0, respectively.
(a) Restricted Share Units
The following table summarizes the RSUs that are outstanding as at June 30, 2025 and December 31, 2024:
| June 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Balance - beginning of period | 300,000 | 1,122,429 | ||||
| Issued | 14,080,635 | 485,185 | ||||
| Exercised | (200,000 | ) | (1,224,278 | ) | ||
| Surrendered for taxes | - | **** | (83,333 | ) | ||
| Forfeited | (255,220 | ) | - | |||
| Rounding adjustment | - | **** | (3 | ) | ||
| Balance - end of period | 13,925,415 | 300,000 |
The Company recognized $60,331 and $557,627 in share-based compensation expense attributable to the RSU vesting schedule for the three and six months ended June 30, 2025 ($25,139 and $129,477 for the three and six months ended June 30, 2024).
During the six months ended June 30, 2025
14,080,635 RSU's were granted, 200,000 RSUs vested and were exercised, 255,220 RSUs were forfeited and cancelled. The Company did not receive any cash proceeds from the settlement of the RSUs.
During the six months ended June 30, 2024
485,185 RSU's were granted, and 185,185 RSUs vested and were exercised, of which 83,333 were surrendered in exchange for payment of tax withholdings. The Company did not receive any cash proceeds from the settlement of the RSUs.
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12. Loss Per Share | ||||||||||||
| --- | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | June 30, | June 30, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Loss available to common stockholders | $ | (13,301,242 | ) | $ | (8,073,146 | ) | $ | (15,348,409 | ) | $ | (13,946,915 | ) |
| Weighted average number of shares outstanding, basic and diluted | 325,362,689 | 289,175,997 | 325,311,866 | 258,806,771 | ||||||||
| Basic and diluted loss per share | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.05 | ) | $ | (0.05 | ) |
33,041,812 and 19,653,125 potentially dilutive securities for the three and six months ended June 30, 2025 and 2024, respectively, were excluded in the calculation of diluted EPS as their impact would have been anti-dilutive due to the net losses for such periods.
| 13. General and Administrative | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | June 30, | June 30, | |||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Salaries and wages | $ | 5,360,929 | $ | 5,087,103 | $ | 11,239,533 | $ | 8,752,345 |
| Share based compensation | $ | 497,296 | 25,139 | 557,627 | 129,477 | |||
| Executive compensation | $ | 988,723 | 671,876 | 2,088,663 | 1,304,238 | |||
| Licenses and permits | $ | 644,582 | 590,784 | 1,346,618 | 1,152,400 | |||
| Payroll taxes and benefits | $ | 1,196,604 | 993,755 | 2,584,093 | 1,967,030 | |||
| Supplies and office expenses | $ | 206,544 | 99,117 | 536,141 | 339,937 | |||
| Subcontractors | $ | 562,969 | 64,823 | 1,198,029 | 182,042 | |||
| Professional fees (legal, audit and other) | $ | 1,716,957 | 2,692,175 | 2,980,463 | 4,863,214 | |||
| Miscellaneous general and administrative expenses | $ | 2,466,431 | 2,052,936 | 5,126,556 | 3,611,812 | |||
| $ | 13,641,035 | $ | 12,277,708 | $ | 27,657,723 | $ | 22,302,495 |
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) | ||||||
|---|---|---|---|---|---|---|
| 14. Supplemental Cash Flow Information | ||||||
| --- | ||||||
| Six Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | |||||
| Change in Working Capital | 2025 | 2024 | ||||
| Accounts Receivable | $ | (122,345 | ) | $ | 118,882 | |
| Inventory | (1,703,499 | ) | (42,069 | ) | ||
| Prepaid Expenses and Other Assets | 1,364,006 | 1,697,031 | ||||
| Long-term Deposits and Other Current Assets | (47,331 | ) | 52,885 | |||
| Deferred Tax Assets | (630,843 | ) | (41,581 | ) | ||
| Deferred Tax Liabilities | (293,775 | ) | 174,139 | |||
| Accounts Payable | (366,639 | ) | (914,548 | ) | ||
| Accrued Expenses | 405,428 | **** | 96,454 | |||
| Other Liabilities (LT) | 1,080 | **** | - | |||
| Uncertain Tax Positions | 7,580,763 | - | ||||
| Income Taxes Payable | 19,600 | **** | 6,589,916 | |||
| $ | 6,206,445 | **** | $ | 7,731,109 | ||
| Cash Paid | **** | **** | ||||
| Interest Paid on Leases | $ | 3,594,715 | $ | 2,250,057 | ||
| Income Taxes | $ | - | $ | - | ||
| Non-cash Financing and Investing Activities | **** | **** | ||||
| Shares Issued on Exercise of Purchase Option | $ | - | $ | - | ||
| Lease additions | $ | 570,942 | $ | 22,097,020 | ||
| Fixed Asset Amounts in Accounts Payable | $ | 226,731 | $ | 69,197 | ||
| Reclassification of long term lease liabilities to current | $ | 267,007 | $ | 1,015,985 | ||
| 15. Related Party Transactions and Balances | ||||||
| --- |
Related party transactions are summarized as follows:
(a) Building Lease
As part of the VidaCann acquisition on May 9, 2024, the Company entered into a long-term lease agreement with Loop's Nursery for a property in St John's Florida that is used as the Company's primary cultivation facility in Florida. Loop's Nursery is primarily owned by David Loop, one of the Company's board members. Payments for rent and associated costs related to the use of this property for the six months ended June 30, 2025 equaled $1,802,824 (six months ended June 30, 2024 - $379,679).
(b) Other
As part of the VidaCann acquisition on May 9, 2024, the Company acquired related party notes payable to David Loop, one of the Company's board members and Mark Ascik, in the amounts of $750,000 each (see Note 8). Payments for interest on the related party notes for the six months ended June 30, 2025totaled $56,096 combined (six months ended June 30, 2024 - $8,630).
Effective March 1, 2025, the Company entered into a 30 month lease agreement with PRMN Investments Ltd for a Florida apartment unit used primarily for executive travel in Florida for oversight of Florida operations. PRMN Investments Ltd is primarily owned by Robert Groesbeck, the Company's Co-CEO. Payments for rent and associated costs related to the use of this property for the six months ended June 30, 2025equaled $22,288 (six months ended June 30, 2024 - $nil).
For the six-month period ended June 30, 2025, no amounts were due to related parties ( December 31, 2024 - $nil).
| 16. Commitments and Contingencies |
|---|
(a) Construction Commitments
The Company had $1,239,341 of outstanding construction commitments as of June 30, 2025 ( December 31, 2024 - $786,490).
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) |
|---|
(b) Contingencies
The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company is in compliance with applicable local and state regulations at June 30, 2025, medical and adult use cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties, or restrictions in the future.
(c) Claims and Litigation
From time to time, we may become involved in legal or regulatory proceedings, lawsuits and other claims arising in the ordinary course of our business. In view of the inherent difficulty of predicting the outcome of such matters, we cannot state what the eventual outcome of such matters will be. However, based on our knowledge, as of June 30, 2025, we are not presently a party to any legal proceedings that, in the opinion of our management, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors.
(d) Operating Licenses
Although the possession, cultivation, and distribution of marijuana for medical and adult use is permitted in Nevada and California, and for medical use these activities are permitted in Florida, marijuana is a Schedule I controlled substance, and its use remains a violation of federal law. Since federal law criminalizing the use of marijuana pre-empts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in the Company’s inability to proceed with our business plans. In addition, the Company’s assets, including real property, cash, equipment, and other goods, could be subject to asset forfeiture because marijuana is still federally illegal.
| 17. Risks |
|---|
Credit risk
Credit risk is the risk that a third party might fail to discharge its obligations under the terms of a financial instrument. Credit risk arises from cash with banks and financial institutions. It is management's opinion that the Company is not exposed to significant credit risk arising from these financial instruments. The Company limits credit risk by entering into business arrangements with high credit-quality counterparties. The Company further limits credit risk to a maximum of $500,000 to any individual counterparty at a given time. Total maximum credit risk for all counterparties combined is estimated at $1,500,000.
The Company evaluates the collectability of its accounts receivable and maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in the existing accounts receivable portfolio as of the reporting dates based on the estimate of expected net credit losses.
Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company currently has some notes payable that are interest bearing, as well as funds held in an interest-bearing money market account. Based on the balances involved, it is management’s opinion that the Company is not exposed to significant interest rate risk.
Price risk
Price risk is the risk that the trading price of the Company’s shares will fluctuate and adversely impact the Company, primarily due to the inability to raise additional funds through future stock offerings. The Company is not exposed to significant price risk.
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) |
|---|
Liquidity risk
The Company’s approach to managing risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of June 30, 2025, the Company’s financial liabilities consist of accounts payable, accrued liabilities, obligations under operating leases, notes payable and taxes. The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis. Historically, the Company’s main source of funding has been the public issuance of common equity. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity financing.
Concentration risk
The Company operates exclusively in Southern Nevada, Florida, and California and has a small presence in Illinois. Should economic conditions deteriorate within any of these regions, its results of operations and financial position would be negatively impacted.
Banking risk
Notwithstanding that a majority of states have legalized medical marijuana, there has been no change in US federal banking laws related to the deposit and holding of funds derived from activities related to the cannabis industry. Given that US federal law provides that the production and possession of cannabis is illegal, there is a strong argument that banks cannot accept or deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the cannabis industry often have difficulty accessing the US banking system and traditional financing sources. The inability to open bank accounts with certain institutions may make it difficult to operate the business of the Company and leave the Company’s cash holdings vulnerable.
Asset forfeiture risk
Because the cannabis industry remains illegal under US federal law, any property owned by participants in the cannabis industry which are either used in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property was never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which with minimal due process, it could be subject to forfeiture.
Currency rate risk
As of June 30, 2025, none of the Company’s financial assets and liabilities were held in Canadian dollars. The same was true as of *June 30, 2024.*The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in the functional currency. The Company does not currently use foreign exchange contracts to hedge its exposure of its foreign currency cash flows as management has determined that this risk is not significant at this point in time. The Company’s exposure to a 10% change in the foreign exchange conversion rate at June 30, 2025 equals $nil.
| 18. Disaggregated Revenue |
|---|
The following table presents the Company’s disaggregated revenue by sales channel:
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | |||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Retail | $ | 24,197,835 | $ | 27,623,721 | $ | 48,827,636 | $ | 46,661,385 |
| Wholesale | 2,656,526 | 3,464,533 | 6,058,532 | 7,304,340 | ||||
| Net revenues | $ | 26,854,361 | $ | 31,088,254 | $ | 54,886,168 | $ | 53,965,725 |
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| PLANET 13 HOLDINGS INC.<br> <br>Notes to the Interim Condensed Consolidated Financial Statements<br> <br>(Unaudited, in United States Dollars, except share amounts) |
|---|
| 19. Potential Acquisition |
| --- |
On July 31, 2024, the Company announced that its wholly-owned subsidiary, MM Development Company Inc., entered into an asset purchase agreement to acquire all assets required to operate a 3,158 square foot dispensary located in Las Vegas, Nevada, including fixtures, cannabis and non-cannabis inventory and other items contained within the proposed building and a medical and recreational license from Exhale Brands Nevada LLC (“Exhale”). Planet 13 agreed to pay $6.9 million plus the value of the cannabis inventory on closing. The payment was to be comprised of $4.0 million in cash payable at time of closing and $2.9 million (plus the value of the cannabis inventory at closing) payable in the form of a secured promissory note due a year from closing and secured by the assets being acquired. The Company notified Exhale of the termination of the agreement in January 2025 and does not expect the acquisition to move forward.
| 20. Property Recovered in Settlement |
|---|
On March 3, 2025 the Company announced significant recovery of funds related to El Capitan, including a settlement and recovery of $2.1 million of funds which were held at Bridge Bank, a division of Western Alliance Bank (collectively "WAB"), bringing the total recovery of funds held at WAB to $5.5 million. Additionally, the Company, through a wholly-owned subsidiary, will also obtain real estate (the "Real Property") valued at approximately $5.0 million based on recent comparable sales, which it intends to sell. The property is included in Assets Held For Sale on the Interim Condensed Consolidated Balance Sheet at June 30, 2025 at a net value (after estimated costs to sell) of $4.6 million. The recovery amount is also included in the Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2025 in Other income, net and also in the Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 in Adjustments for items not involving cash, Recovery of property in legal settlement.
| 21. Subsequent Events |
|---|
On July 15, 2025, the Company closed on the sale of the Santa Barbara property recovered in the El Capitan settlement. The selling price of the property was $4.3M, with net proceeds after closing costs totaling $4.1M. The Company will incur a $502k loss on the sale of the property in the third quarter of 2025.
On July 24, 2025, the Company renewed its revolving line of credit agreement for $9,750,000 that was set to expire on July 1, 2025, extending the term of the agreement to June 30, 2026. The overall terms remained the same as the original agreement, which was signed on June 13, 2024.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of Planet 13 is for the three and six months ended June 30, 2025. It is supplemental to, and should be read in conjunction with, our unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2025 and 2024, and the accompanying notes presented herein. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$”, “USD” or “US$”), unless otherwise indicated.
In this MD&A, unless the context otherwise requires, the terms “we,” “us,” “our,” “Company,” or “Planet 13” refer to Planet 13 Holdings Inc. together with its wholly owned subsidiaries.
This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States and Canadian securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading “Cautionary Note Regarding Forward-Looking Statements,” identified in this Quarterly Report on Form 10-Q. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements and information.
Overview
We are a multi-state cannabis operator with licenses to operate in Nevada, California, Florida, and Illinois.
As of June 30, 2025, we employed approximately 785 full-time and 71 part-time employees and remain focused on providing our customers with the best products, best services, and an experiential shopping experience at our superstore-themed dispensaries, while expanding our products and sales through neighborhood stores. Each of our state operations is held in state-focused subsidiaries: (a) Newtonian Principles, Inc. for California licensed cannabis dispensing and distribution activities, (b) Next Green Wave, LLC for California licensed cannabis cultivation, production and distribution activities, (c) MM Development Company, Inc. for all licensed Nevada cannabis cultivation, production, distribution, and dispensing activities, (d) VidaCann, LLC (“VidaCann”) which holds our Florida Medical Marijuana Treatment Center (“MMTC”) license, and (e) Planet 13 Illinois, LLC (“Planet 13 Illinois”) which holds our Illinois social-equity justice impaired dispensing license. We have focused on our large-store dispensing stores as superstores which offer an experiential approach to our customers, including drones, robotics, 3-D mapping projection, cannabis-culture inspired social-media backdrops for customer interaction, customer facing production, one-on-one sales staffing and customer education, and other interactive marketing elements to differentiate from more traditional dispensing locations, which we refer to herein as “neighborhood stores”. Each of our cannabis facilities is state-licensed as an adult-use cannabis facility, a medical cannabis facility, or a dual-use facility allowing for both adult-use and medical cannabis licensed activity, as designated below in the state-by-state breakdown.
Nevada
As of June 30, 2025, we held the following licensed cannabis operations in Nevada: (a) one dual-licensed dispensary superstore adjacent to the Las Vegas Strip with 24,000 square feet of licensed dispensary (the “Planet 13 Las Vegas Superstore”), (b) one adult-use “neighborhood store” at 2,300 square feet of licensed dispensary (the “Medizin dispensary”), (c) three dual-licensed production facilities, one of which is co-located and customer-facing at the Planet 13 Las Vegas SuperStore with 18,500 square feet of licensed production, (d) three dual-licensed cultivation facilities, one with approximately 16,100 square foot indoor cultivation facility under perpetual harvest cycle, a second with 45,000 square feet co-located with our production license at that facility, and a small-indoor rural site in Beatty, Nevada that is expandable up to 2,300,000 square feet of greenhouse located on 80-acres owned by us, also co-located with our production license at that facility, (e) one cannabis distribution license and (f) one cannabis consumption license operating as Dazed! Consumption Lounge, a 3,000 square foot location inside the Planet 13 Las Vegas Superstore. At the Planet 13 Las Vegas Superstore, we also offer ancillary services to our customers, including a restaurant (currently closed and awaiting a new tenant operator) with a liquor license, a retail store, and our online cannabidiol (“CBD”) store which also sells products in our facility.
California
As of June 30, 2025, we held the following licensed operations in California: (a) an adult-use dispensary superstore co-located with a distribution license at our 33,000 square foot facility in Santa Ana (the “Planet 13 OC Superstore”), and (b) one dual-use and two adult-use cultivation licenses along with a nursery license and distribution license at our 35,000 square foot cultivation facility, and one Type P production license at a 4,000 square foot facility.
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Florida
As of June 30, 2025, we are continuing capital outlays to utilize our Florida MMTC license issued by the Florida Department of Health that was acquired through our acquisition of VidaCann. The VidaCann acquisition added a cultivation and processing facility, a production facility and a 26 retail store network, to which we have added six additional locations, bringing the total number of medical dispensaries we operate in Florida to 32. We also hold a 23-acre parcel of real property, inclusive of a 10,500 square foot building, near Ocala, Florida that is currently listed for sale. The property previously received Florida OMMU approvals for cultivation, processing, and dispensing activities. As of the date of this Quarterly Report on Form 10-Q, as part of our Florida expansion, we have entered into four leases for additional dispensing locations in Florida, which remain subject to completion of tenant improvements and regulatory inspection prior to sales to customers.
Illinois
As of June 30, 2025 we operate one dispensary in Waukegan, Illinois. We have begun to introduce our exclusive brands of products in the Illinois market starting with the HaHa line of infused gummy products currently selling in the Planet 13 Waukegan dispensary. We intend to expand the sale of these exclusive products to 3rd party dispensaries in the Illinois market through our wholesale distribution network in the second half of 2025.
Competitive Conditions
The markets in which we operate are highly competitive markets with increased competition by larger and better financed competitors, as well as competition from new entrants. Competition has become more intense as competitors offer an increasing number of diversified products and engage in price competition in all markets. Planet 13 is now promoting price matching and enhancements to its loyalty program to help attract and retain customers in light of this competitive environment.
We expect to continue to focus on several areas, including customer experience, product innovation, production efficiencies, marketing and branding, and ongoing cost control and reductions. The management team constantly monitors ongoing developments in the cannabis and related industries to help us remain competitive. We have been closely tracking the illicit market for cannabis and manufacturers and retailers of intoxicating hemp products as the illicit market also has a direct financial impact on our business.
Recent Developments
The U.S. government recently announced tariffs on goods imported from various countries, which have led to reciprocal tariffs and other trade measures. The effects from these new tariffs and trade measures did not have a material impact on our profitability in 2025. We are actively monitoring the tariff developments and any potential impacts. We do not expect them to have a material impact on our business, cost structure, or supply chain. In addition, the adoption of the One Big Beautiful Bill Act is unlikely to have any material impact on Planet 13 and its business.
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Results of Operations
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | Percentage | |||||||
| Expressed in USD$ | 2025 | 2024 | Change | ||||||
| Revenue | **** | **** | **** | ||||||
| Net revenue | 26,854,361 | 31,088,254 | (13.6 | )% | |||||
| Cost of Goods Sold | (15,195,868 | ) | (15,251,527 | ) | (0.4 | )% | |||
| Gross Profit | 11,658,493 | 15,836,727 | (26.4 | )% | |||||
| Gross Profit Margin % | 43.4 | % | 50.9 | % | |||||
| Expenses | **** | **** | **** | ||||||
| General and Administrative | 13,641,035 | 12,277,708 | 11.1 | % | |||||
| Sales and Marketing | 1,625,971 | 1,517,640 | 7.1 | % | |||||
| Lease expense | 1,382,068 | 1,045,611 | 32.2 | % | |||||
| Depreciation and Amortization | 1,835,289 | 2,145,048 | (14.4 | )% | |||||
| Total Expenses | 18,484,363 | 19,379,094 | (4.6 | )% | |||||
| Income (Loss) From Operations | (6,825,870 | ) | (3,542,367 | ) | 92.7 | % | |||
| Other Income (Expense): | **** | **** | **** | ||||||
| Interest expense, net | (377,290 | ) | 84,580 | (546.1 | )% | ||||
| Foreign exchange gain (loss) | (224 | ) | (6,945 | ) | (96.8 | )% | |||
| Other income, net | 325,704 | (557,479 | ) | (158.4 | )% | ||||
| Total Other Income | (51,810 | ) | (479,844 | ) | (89.2 | )% | |||
| Loss for the period before tax | (6,877,680 | ) | (4,022,211 | ) | 71.0 | % | |||
| Provision for income tax (current and deferred) | (6,423,562 | ) | (4,050,935 | ) | 58.6 | % | |||
| Loss for the period | (13,301,242 | ) | (8,073,146 | ) | 64.8 | % | |||
| Loss per share for the period | **** | **** | **** | ||||||
| Basic and fully diluted income (loss) per share | $ | (0.04 | ) | $ | (0.03 | ) | |||
| Weighted Average Number of Shares Outstanding | |||||||||
| Basic and diluted | 325,362,689 | 289,175,997 |
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| Six Months Ended | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | Percentage | |||||||
| Expressed in USD$ | 2025 | 2024 | Change | ||||||
| Revenue | **** | **** | **** | ||||||
| Net revenue | 54,886,168 | 53,965,725 | 1.7 | % | |||||
| Cost of Goods Sold | (31,220,170 | ) | (27,644,519 | ) | 12.9 | % | |||
| Gross Profit | 23,665,998 | 26,321,206 | (10.1 | )% | |||||
| Gross Profit Margin % | 43.1 | % | 48.8 | % | |||||
| Expenses | **** | **** | **** | ||||||
| General and Administrative | 27,657,723 | 22,302,495 | 24.0 | % | |||||
| Sales and Marketing | 3,172,989 | 2,808,377 | 13.0 | % | |||||
| Lease expense | 2,686,961 | 1,820,557 | 47.6 | % | |||||
| Impairment loss | — | 2,393,087 | - | ||||||
| Depreciation and Amortization | 3,586,719 | 4,204,071 | (14.7 | )% | |||||
| Total Expenses | 37,104,392 | 33,528,587 | 10.7 | % | |||||
| Income (Loss) From Operations | (13,438,394 | ) | (7,207,381 | ) | 86.5 | % | |||
| Other Income (Expense): | **** | **** | **** | ||||||
| Interest expense, net | (553,701 | ) | 109,142 | (607.3 | )% | ||||
| Foreign exchange gain (loss) | (3,113 | ) | (10,042 | ) | (69.0 | )% | |||
| Change in fair value of warrants | — | — | #DIV/0! | ||||||
| Provision for misappropriated funds | — | — | #DIV/0! | ||||||
| Other income, net | 5,304,227 | (443,730 | ) | (1295.4 | )% | ||||
| Total Other Income | 4,747,413 | (344,630 | ) | (1477.5 | )% | ||||
| Loss for the period before tax | (8,690,981 | ) | (7,552,011 | ) | 15.1 | % | |||
| Provision for income tax (current and deferred) | 6,657,428 | 6,394,904 | 4.1 | % | |||||
| Loss for the period | (15,348,409 | ) | (13,946,915 | ) | 10.0 | % | |||
| Loss per share for the period | **** | **** | **** | ||||||
| Basic and fully diluted income (loss) per share | $ | (0.05 | ) | $ | (0.05 | ) | |||
| Weighted Average Number of Shares Outstanding | **** | **** | **** | ||||||
| Basic and diluted | 325,311,866 | 258,806,771 |
Three and Six months Ended June 30, 2025 Compared to the Three and Six Months Ended June 30, 2024
Revenue, net of Discounts
The Company experienced a decrease in net revenue of $4,233,893, down 13.6% from $31,088,254 during the three months ended June 30, 2024 and an increase of $920,443, up 1.7% from $53,965,725 during the six months ended June 30, 2024. The increase during the six months ended June 30, 2025 is primarily attributable to the acquisition of VidaCann that closed on May 10, 2024, so results for the six months ended June 30, 2024 include only six weeks of VidaCann operations that were owned by the Company in the prior year period. The overall revenue reduction in the three months ended June 30, 2025 was primarily driven by price compression in all markets and an increase in new dispensaries in the Florida market. The Company saw a reduction in the number of customers at the Planet 13 Las Vegas Superstore compared to the prior year, and decreases in revenue from both retail operations and wholesale operations in California and Nevada. We believe that a decline in tourism, combined with an overall reduction in the disposable income of our customers during the six months ended June 30, 2025, had a negative impact on the number of tourists and local customers visiting the Planet 13 Las Vegas Superstore and our other retail locations.
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Details of net revenue by product category are as follows:
| Three Months Ended | |||||||
|---|---|---|---|---|---|---|---|
| June 30, | June 30, | Percentage | |||||
| 2025 | 2024 | Change | |||||
| Flower | $ | 9,909,426 | $ | 11,580,127 | (14.4 | )% | |
| Concentrates | 8,502,085 | 9,616,344 | (11.6 | )% | |||
| Edibles | 4,946,637 | 5,033,261 | (1.7 | )% | |||
| Topicals and Other Revenue | 839,688 | 1,393,989 | (39.8 | )% | |||
| Wholesale | 2,656,525 | 3,464,533 | (23.3 | )% | |||
| Net revenue | $ | 26,854,361 | $ | 31,088,254 | (13.6 | )% | |
| Six Months Ended | **** | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | Percentage | |||||
| 2025 | 2024 | Change | |||||
| Flower | $ | 20,150,433 | $ | 18,810,294 | 7.1 | % | |
| Concentrates | 17,214,786 | 16,638,057 | 3.5 | % | |||
| Edibles | 9,134,511 | 8,832,298 | 3.4 | % | |||
| Topicals and Other Revenue | 2,327,907 | 2,380,736 | (2.2 | )% | |||
| Wholesale | 6,058,531 | 7,304,340 | (17.1 | )% | |||
| Net revenue | $ | 54,886,168 | $ | 53,965,725 | 1.7 | % |
Gross Profit
Gross profit margin for the three months ended June 30, 2025 was 43.4% compared to 50.9% for the three months ended June 30, 2024 and was 43.1% for the six months ended June 30, 2025 compared to 48.8% for the six months ended June 30, 2024. The decreases in gross profit margin for the three and six months ended June 30, 2025 was a result of price compression seen in retail sales channels, as well as pricing pressure in the Nevada and California wholesale markets.
The costs of internal cultivation in the three months ended June 30, 2025 were consistent with the prior period as the Company continues to focus on producing strains with highest yields and THC content across all of our cultivation facilities. The cost of internal cultivation at our VidaCann operations improved during the three months ended June 30, 2025 as upgrades and efficiency measures implemented have had a positive impact on yields and lower operational costs. Overall flower yield increased substantially in the three months ended June 30, 2025 in preparation of summer demand for premium flower.
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Overall gross profit was $23,665,998 and $26,321,206 for the six months ended June 30, 2025 and 2024 respectively, a decrease of 10.1%. The decrease can be directly attributed to pricing pressure across all markets during the six months ended June 30, 2025.
General and Administrative Expenses
General and Administrative (“G&A”) expenses (which includes non-cash share-based compensation expenses), increased by 24.0% during the six months ended June 30, 2025, when compared to the six months ended June 30, 2024. The increase in G&A expenses incurred was a result of the addition of the VidaCann operations with only six weeks included under the Company's ownership in the prior period and an increase in share-based compensation resulting from the March 31, 2025 RSU grant. These increases were partially mitigated by focused cost cutting initiatives undertaken by the Company during the six months ended June 30, 2025 when compared to the six months ended June 30, 2024. Overall, excluding non-cash share-based compensation expenses, G&A expenses as a percentage of revenue equaled 49.4% for the six months ended June 30, 2025, compared to 41.1% for the six months ended June 30, 2024.
A detailed breakdown of G&A expenses is as follows:
| Three Months Ended | |||||||
|---|---|---|---|---|---|---|---|
| June 30, | June 30, | Percentage | |||||
| 2025 | 2024 | Change | |||||
| Salaries and wages | $ | 5,360,929 | $ | 5,087,103 | 5.4 | % | |
| Share-based compensation expense | 497,296 | 25,139 | 1878.2 | % | |||
| Executive compensation | 988,723 | 671,876 | 47.2 | % | |||
| Licenses and permits | 644,582 | 590,784 | 9.1 | % | |||
| Payroll taxes and benefits | 1,196,604 | 993,755 | 20.4 | % | |||
| Supplies and office expenses | 206,544 | 99,117 | 108.4 | % | |||
| Subcontractors | 562,969 | 64,823 | 768.5 | % | |||
| Professional fees (legal, audit and other) | 1,716,957 | 2,692,175 | (36.2 | )% | |||
| Miscellaneous general and administrative expenses | 2,466,431 | 2,052,936 | 20.1 | % | |||
| $ | 13,641,035 | $ | 12,277,708 | 11.1 | % | ||
| Six Months Ended | **** | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | Percentage | |||||
| 2025 | 2024 | Change | |||||
| Salaries and wages | $ | 11,239,533 | $ | 8,752,345 | 28.4 | % | |
| Share-based compensation expense | 557,627 | 129,477 | 330.7 | % | |||
| Executive compensation | 2,088,663 | 1,304,238 | 60.1 | % | |||
| Licenses and permits | 1,346,618 | 1,152,400 | 16.9 | % | |||
| Payroll taxes and benefits | 2,584,093 | 1,967,030 | 31.4 | % | |||
| Supplies and office expenses | 536,141 | 339,937 | 57.7 | % | |||
| Subcontractors | 1,198,029 | 182,042 | 558.1 | % | |||
| Professional fees (legal, audit and other) | 2,980,463 | 4,863,214 | (38.7 | )% | |||
| Miscellaneous general and administrative expenses | 5,126,556 | 3,611,812 | 41.9 | % | |||
| $ | 27,657,723 | $ | 22,302,495 | 24.0 | % |
Non-cash, share-based compensation of $497,296 was recognized during the three months ended June 30, 2025, increasing from $25,139 that was recognized during the three months ended June 30, 2024. The increase is attributable to the 13,673,635 Restricted Share Units (“RSUs”) that were granted on March 31, 2025. These amounts are non-cash, and the expense is recognized in accordance with the vesting schedule of the underlying RSUs. See Note 12 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2024, for additional details on the assumptions used to calculate fair value as well as information regarding the vesting of the various components of the non-cash share-based compensation.
Sales and marketing expenses increased by 7.1% or $108,331 during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and increased 13% or $364,612 during the six months ended June 30, 2025 when compared to the six months ended June 30, 2024. The increase in marketing expenses was a result of the Company's efforts to drive increased customer traffic to the Planet 13 Las Vegas Superstore and expenses incurred in Florida promoting our expanded store network and Planet 13 rebrand.
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Lease expense increased by 32.2% during the three months ended June 30, 2025, when compared to the three months ended June 30, 2024 and increased 47.6% during the six months ended June 30, 2025 when compared to the six months ended June 30, 2024. The increase in Lease expense is due to ongoing annual increases in contracted lease rates on the Company’s leased properties during the year as well as the addition of the dispensary, cultivation and processing facility leases in Florida.
Depreciation and amortization decreased by 14.4% during the three months ended June 30, 2025, when compared to the three months ended June 30, 2024 and decreased 14.7% in the six months ended June 30 2025 when compared to the six months ended June 30, 2024. The reduction is primarily due to the elimination of depreciation charges in California after asset impairment charges taken in 2024. Depreciation expense was included in the prior year.
No impairment charge was incurred during the six months ended June 30, 2025. During the quarter ended June 30, 2024, the Company recorded an impairment loss of $2,393,087 related to the write-down to net realizable value of construction in process assets for a steel building kit structure at our Florida operations that is no longer going to be used in the operations.
Interest expense of $377,290 was incurred during the three months ended June 30, 2025, compared to net interest expense of $84,580 during the three months ended June 30, 2024. Interest expense was $553,701 for the six months ended June 30, 2025 compared to $129,477 during the period ended June 30, 2024. Interest expense is related to the revolving line of credit, net of interest earned on a corresponding money market account, plus accrued interest on our long-term debt that is due and payable on demand. The balance of long-term debt as of June 30, 2025, was $1,204,965 compared to $1,177,722 as of December 31, 2024.
We conduct our operations primarily in United States dollars and hold all of our currency in US dollars. An insignificant amount of expenses are incurred in Canadian dollars, or Euros. The foreign currency gains/losses reflect fluctuations in the underlying exchange rates on the dates expenses are incurred compared to when they are paid. It is our policy not to hedge our foreign exchange exposure.
Other income, consisting of Automated Teller Machine (“ATM”) fees, and other miscellaneous income/expense, was income of $325,704 for the three months ended June 30, 2025, compared to other income consisting of ATM fees, and other miscellaneous income/expense of $557,479 for the three months ended June 30, 2024. Other income, consisting of ("ATM") fees and other miscellaneous income/expense, including the recovery of a property in a legal settlement related to the El Capitan matter valued at $4,570,227 was $5,304,227 for the six months ended June 30, 2025 compared to $443,730 in the six months ended June 30, 2024.
Income tax expense for the three months ended June 30, 2025, was $TBD compared to $4,050,935 for the prior year period. The tax expense decreased due to a decrease in the Company's deferred tax valuation allowance during the three and six months ended June 30, 2025, when compared to the three and six months ended June 30, 2024. We are subject to Section 280E of the Internal Revenue Code (the “Code”), which prohibits businesses from taking deductions or credits in carrying on any trade or business consisting of trafficking in certain controlled substances that are prohibited by federal law. We, to the extent our “trafficking” activities, and/or key contract counterparties directly engaged in trafficking in cannabis, have incurred significant tax liabilities from the application of Section 280E. Our income tax obligations under Section 280E of the Code are typically substantially higher as compared to companies to which Section 280E does not apply. Section 280E essentially requires us to pay federal, and as applicable, state income taxes on gross profit, which presents a significant financial burden that increases our net loss and may make it more difficult for us to generate net profit and cash flow from operations in future periods. In addition, to the extent that the application of Section 280E creates a financial burden on contract counterparties, such burdens may impact the ability of such counterparties to make full or timely payment to us, which would also have a material adverse effect on our business.
The overall net loss for the three months ended June 30, 2025, was $TBD (($0.TBD) per share) compared to an overall net loss of $8,073,146 (($0.03) per share) for the three months ended June 30, 2024. The overall net loss for the six months ended June 30, 2025, was $TBD (($0.TBD) per share) compared to an overall net loss of $13,946,915 (($0.05) per share) for the six months ended June 30, 2024
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Segmented Disclosure
The Company determined that each of its locations represents an operating segment. These operating segments have been aggregated into a single reportable segment as the Company operates as a vertically integrated cannabis company with dispensary, cultivation, production and distribution operations in the States of Nevada and Florida, dispensary, cultivation and distribution operations in the State of California and dispensary operations in the State of Illinois.
Liquidity and Capital Resources
As of June 30, 2025, our financial instruments consist of cash, deposits, accounts receivable, accounts payable and accrued liabilities, and notes payable. We have no speculative financial instruments, derivatives, forward contracts, or hedges.
As of June 30, 2025, we have working capital of $21,164,363 compared to working capital of $19,923,414 as of June 30, 2024. The Company believes that it has adequate liquidity in the form of cash on hand to fund all its planned capital expenditures and expansion plans as well as to continue to fund its operation over the next 12 months and the planned build-out of its operations in Florida. The Company currently has two properties for sale; a home in Santa Barbara California and a commercial property in Summerfield, Florida that it expects to have sold in the second half of 2025 with net proceeds in the range of $6 million to $7 million combined. The Company will use the proceeds to fund operations and expansion in Florida.
The Company entered into a cash secured line of credit up to $9,750,000, effective June 13, 2024, with no other collateral securing the credit line (the "revolving line of credit"). The revolving line of credit had no previous draws until the quarter ended March 31, 2025. The revolving line of credit contains no financial or other incurrence-based covenants or no material maintenance covenants. The revolving line of credit was used to pay off the approximately $3 million note payable at Lafayette State Bank that matured on February 20, 2025, the $5 million note to former VidaCann shareholders, plus accrued interest that was due on April 1, 2025, plus some additional construction projects that were completed in the quarter ended June 30, 2025.
The following table relates to the six months ended June 30, 2025 and 2024:
| Six Months Ended | |||||
|---|---|---|---|---|---|
| June 30, | June 30, | ||||
| 2025 | 2024 | ||||
| Cash flows used in operating activities | $ | (6,416,537 | ) | $ | 3,762,921 |
| Cash flows used in investing activities | (4,967,370 | ) | 1,223,971 | ||
| Cash flows provided by financing activities | 1,802,368 | 6,451,874 |
Cash Flows from Operating Activities
Net cash used in operating activities was $6,416,537 for the six months ended June 30, 2025, compared to cash provided by operating activities of $3,762,921 for the six months ended June 30, 2024. A significant portion of the increase in cash used in operating activities is directly attributable to the net change in certain working capital items during the six months ended June 30, 2025, when compared to the six months ended June 30, 2024.
Cash Flows from Investing Activities
Net cash used in investing activities was $4,967,370 for the six months ended June 30, 2025, compared to net cash provided by investing activities of $1,223,971 for the six months ended June 30, 2024. Capital expenditures were primarily related to new store buildouts and upgrades to the cultivation facilities in Florida.
Cash Flows from Financing Activities
Net cash provided by financing activities was $1,802,368 during the six months ended June 30, 2025, compared to net cash provided by financing activities of $6,451,874 for the six months ended June 30, 2024. The increase was a result of the net cash proceeds received on the closing of an equity financing in March 2024.
Capital Resources
We have a recent history of operating losses. It may be necessary for us to arrange for additional financing to meet our ongoing growth initiatives.
Management believes it will be able to raise equity capital as required in the long term, but recognizes the risks attached thereto. There can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing may be favorable.
Should financing not be available, the Company has adequate liquidity in the form of cash on hand to fund all of its planned capital expenditures and expansion plans as well as to continue to fund its operation over the next 12 months, including the planned build-out of its operations in Florida.
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Capital Management
Our capital consists of shareholders’ equity. Our objective when managing capital is to maintain adequate levels of funding to support the development of our businesses and maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity financing. Future financings are dependent on market conditions and there can be no assurance we will be able to raise funds in the future. We invest all capital that is surplus to our immediate operational needs in short-term, highly liquid, and high-grade financial instruments. There were no changes to our approach to capital management during the period. We are not subject to externally imposed capital requirements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as of June 30, 2025, or as of the date hereof.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with GAAP requires our management to make judgements, estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements. Although these estimates are based on management’s best knowledge of the amounts, events or actions, actual results may differ from those estimates. Estimates and judgements are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable.
Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
There have been no material changes to our critical accounting estimates as set forth in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes to our market risk disclosures as set forth in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Our management, with the participation of our Co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation as of March 31, 2025, our Co-Chief Executive Officers and Chief Financial Officer concluded that our Company’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may become involved in legal or regulatory proceedings, lawsuits and other claims arising in the ordinary course of our business. In view of the inherent difficulty of predicting the outcome of such matters, we cannot state what the eventual outcome of such matters will be. However, based on our knowledge, we are not presently a party to any legal proceedings that, in the opinion of our management, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors.
Item 1A. Risk Factors.
In addition to other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition, financial results, or future performance. Other than as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The Company made no unregistered sales of securities during the quarter covered by this report that have not previously been disclosed in a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Insider Trading Arrangements
The Company’s executive officers and directors may from time to time enter into plans or arrangements for the purchase or sale of its common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the three months ended June 30, 2025, the following officer adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K.
| Name | Title | Date Adopted | Character of Trading Arrangement | Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement(a) | Duration | Date Terminated |
|---|---|---|---|---|---|---|
| Chris Wren | Vice President of Operations | 6/18/2025 | Rule 10b5-1 Trading Arrangement | Up to 1,500,000 shares to be Sold | 9/15/2025-9/15/2026 | N/A |
(a) Potential sales may be subject to certain price limitations set forth in the 10b5-1 plans and therefore actual number of shares sold could vary if certain minimum stock prices are not met.
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Item 6. Exhibits.
EXHIBIT INDEX
*The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of Planet 13 Holdings Inc. under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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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.
| Date: August 13, 2025 | By: | /s/ Robert Groesbeck |
|---|---|---|
| Robert Groesbeck | ||
| Co-Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Larry Scheffler | |
| Larry Scheffler | ||
| Co-Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Stephen McLean | |
| Stephen McLean | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
36
ex_851712.htm
Exhibit 10.1
AMENDMENT NO. 1 TO THE
PLANET 13 HOLDINGS INC.
2023 EQUITY INCENTIVE PLAN
This Amendment No. 1 (the “Amendment”) to the Planet 13 Holdings Inc. 2023 Equity Incentive Plan, as amended (the “Plan”) was adopted by the Board of Directors (“Board”) of Planet 13 Holdings Inc., a Nevada corporation (the “Company”) on June 11, 2025.
WHEREAS, the Plan was adopted, upon receipt of approval by the Company’s stockholders and the Board, effective as of September 15, 2023.
WHEREAS, on June 10, 2025, at the 2025 annual general meeting of stockholders, the stockholders of the Company approved an amendment to the Plan to increase the number of shares of common stock of the Company, no par value (“common stock”) authorized for issuance thereunder from 22,000,000 to 32,000,000.
NOW, THEREFORE, the Plan is hereby amended as follows:
Section 4.1 of the Plan is hereby deleted and replaced in its entirety with the following:
“4.1 Subject to adjustment in accordance with Section 10, a total of 32,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan and all other security based compensation arrangements of the Company, including the Prior Plans (the “Total Share Reserve”). During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards. For the avoidance of doubt:
(A) any outstanding Awards under the Prior Plans on the Effective Date shall count towards the Total Share Reserve; and
(B) (i) any shares of Common Stock that were previously, before the Effective Date, issued under the Prior Plans on exercise of Options and/or vesting of Restricted Stock Units; and
(ii) Awards under the Prior Plans which are not outstanding as of the Effective Date, shall in each case not count towards the Total Share Reserve available for the grant of Awards under the Plan.”
Section 4.2 of the Plan is hereby deleted and replaced in its entirety with the following:
“4.2 Subject to adjustment in accordance with Section 10, no more than 32,000,000 shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options under the Plan and all other security based compensation arrangements of the Company, including the Prior Plans (the “ISO Limit”).”
Except as expressly set forth in this Amendment, all other terms and conditions of the Plan shall remain in full force and effect.
ex_829906.htm
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Groesbeck, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Planet 13 Holdings Inc. (the "registrant"); |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| --- | --- |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| --- | --- |
Date: August 13, 2025
/s/ Robert Groesbeck
Robert Groesbeck
Co-Chief Executive Officer
(Principal Executive Officer)
ex_829907.htm
Exhibit 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Larry Scheffler, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Planet 13 Holdings Inc. (the "registrant"); |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| --- | --- |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| --- | --- |
Date: August 13, 2025
/s/ Larry Scheffler
Larry Scheffler
Co-Chief Executive Officer
(Principal Executive Officer)
ex_829908.htm
Exhibit 31.3
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen McLean, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Planet 13 Holdings Inc. (the "registrant"); |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| --- | --- |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| --- | --- |
Date: August 13, 2025
/s/ Stephen McLean
Stephen McLean
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
ex_829909.htm
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICERS
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Planet 13 Holdings Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission (“SEC”) on the date hereof (the “Report”), each of undersigned Robert Groesbeck, Co-Chief Executive Officer of the Company, undersigned Larry Scheffler, Co-Chief Executive Officer of the Company, and undersigned Stephen McLean, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|---|---|
| 2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| --- | --- |
Date: August 13, 2025
/s/ Robert Groesbeck
Robert Groesbeck
Co-Chief Executive Officer
(Principal Executive Officer)
Date: August 13, 2025
/s/ Larry Scheffler
Larry Scheffler
Co-Chief Executive Officer
(Principal Executive Officer)
Date: August 13, 2025
/s/ Stephen McLean
Stephen McLean
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)