Grown Rogue International Inc 10-Q for FY2026 Q1
Grown Rogue International Inc. (GRUSF)
About this 10-Q
Grown Rogue International Inc filed this 10-Q on May 12, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $9.16M
- up 28.0% from $7.15M a year earlier
- Net loss
- $2.21M
- compared with net income of $742.87K a year earlier
- Diluted EPS
- -$0.01
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| For the quarterly period ended |
| or |
| For the transition period from _________ to _________ |
| Commission file number |
(Exact Name of Registrant as Specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
| ||
| (Address of principal executive offices, Zip Code) | ||
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered under Section 12(g) of the Act:
Subordinate Voting Shares, no par value
(Title of Class)
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.
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 (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 | ☐ |
| ☒ | 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 ☐
As of May 12, 2026, the registrant had Subordinate Voting Shares and 0 Multiple Voting Shares outstanding.
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
GROWN ROGUE INTERNATIONAL INC.
Condensed Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
Expressed in United States Dollars
(Unaudited)
1
Grown Rogue International Inc.
Condensed Consolidated Balance Sheets
As at March 31, 2026 and December 31, 2025
(Expressed in United States Dollars) - Unaudited
| March 31, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net (Note 4) | ||||||||
| Inventory (Note 5) | ||||||||
| Prepaid expenses | ||||||||
| Current portion of notes receivable | ||||||||
| Total current assets | ||||||||
| Other long-term assets | ||||||||
| Warrants asset (Note 6) | ||||||||
| Other Investments (Note 7) | ||||||||
| Notes receivable (Note 8) | ||||||||
| Lease receivable | ||||||||
| Property and equipment, net (Note 9) | ||||||||
| Right of use assets (Note 10) | ||||||||
| Deferred tax asset | ||||||||
| Intangible assets | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Current portion of finance lease liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Current portion of business acquisition consideration payable (Note 20) | ||||||||
| Derivative liability | ||||||||
| Warrant liabilities (Note 13.2) | ||||||||
| Income tax payable | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Finance lease liabilities | ||||||||
| Long-term debt | ||||||||
| Business acquisition consideration payable (Note 20) | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 24) | ||||||||
| Subsequent events (Note 25) | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Subordinate voting common shares, convertible into multiple voting common shares, par value; unlimited shares authorized; and shares issued and outstanding as at March 31, 2026 and December 31, 2025, respectively | ||||||||
| Multiple voting common shares, par value; unlimited shares authorized; nil and nil shares issued and outstanding as at March 31, 2026 and December 31, 2025, respectively | ||||||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Equity attributable to shareholders | ||||||||
| Non-controlling interests (Note 23) | ||||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
2
Grown Rogue International Inc.
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
For the three months ended March 31, 2026 and 2025
(Expressed in United States Dollars, except share amounts) - Unaudited
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Revenue | ||||||||
| Product sales | ||||||||
| Total revenue | ||||||||
| Cost of goods sold | ||||||||
| Cost of finished cannabis inventory sold | ( |
) | ( |
) | ||||
| Total cost of goods sold | ( |
) | ( |
) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Depreciation (Note 9) | ||||||||
| General and administrative | ||||||||
| Share-based compensation (Note 16) | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( |
) | ||||||
| Other income (expense) | ||||||||
| Interest and accretion expense (Note 11, 13) | ( |
) | ( |
) | ||||
| Other income (expense) | ||||||||
| Interest income (Note 8) | ||||||||
| Unrealized gain on derivative liability (Note 13) | ||||||||
| Realized loss on derivative liability (Note 13) | ( |
) | ||||||
| Unrealized gain (loss) on warrant asset (Note 6) | ( |
) | ( |
) | ||||
| Unrealized gain on change in fair value of warrant liability (Note 13.2) | ||||||||
| Loss on equity investment in associate (Note 7) | ( |
) | ( |
) | ||||
| Total other income (expense), net | ( |
) | ||||||
| Income (loss) before income tax expense | ( |
) | ||||||
| Income tax expense (Note 18) | ( |
) | ( |
) | ||||
| Net income (loss) | ( |
) | ||||||
| Other comprehensive income | ||||||||
| Currency translation adjustment | ||||||||
| Total comprehensive income (loss) | ( |
) | ||||||
| Basic income (loss) per share | ( |
) | ||||||
| Basic weighted average number of subordinate voting common shares outstanding | ||||||||
| Diluted income (loss) per share | ( |
) | ||||||
| Diluted weighted average number of subordinate voting common shares outstanding | ||||||||
| Net income (loss) for the period attributable to: | ||||||||
| Shareholders | ( |
) | ||||||
| Non-controlling interest | ||||||||
| Net income (loss) | ( |
) | ||||||
| Total comprehensive income (loss) for the period attributable to: | ||||||||
| Shareholders | ( |
) | ||||||
| Non-controlling interest | ||||||||
| Total comprehensive income (loss) | ( |
) | ||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
3
Grown Rogue International Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the three months ended March 31, 2026 and 2025
(Expressed in United States Dollars, except share amounts) - Unaudited
| Subordinate voting common shares |
Paid in capital |
Accumulated other comprehensive loss |
Accumulated deficit |
Non-controlling interests | Total shareholders’ equity |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| # | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance - December 31, 2024 | ( |
) | ( |
) | ||||||||||||||||||||
| Exercise of stock options | ||||||||||||||||||||||||
| Settlement of July Convertible Debentures | ||||||||||||||||||||||||
| Settlement of restricted share units | ||||||||||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Currency translation adjustment | - | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Balance - March 31, 2025 | ( |
) | ( |
) | ||||||||||||||||||||
| Balance - December 31, 2025 | ( |
) | ( |
) | ||||||||||||||||||||
| Sale of non-controlling interest in GRMA | - | |||||||||||||||||||||||
| Exercise of stock options | ||||||||||||||||||||||||
| Distributions to non-controlling interests in subsidiaries | - | ( |
) | ( |
) | |||||||||||||||||||
| Reclassification of warrants | - | ( |
) | ( |
) | |||||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Net income | - | ( |
) | ( |
) | |||||||||||||||||||
| Balance - March 31, 2026 | ( |
) | ( |
) | ||||||||||||||||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
4
Grown Rogue International Inc.
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2026 and 2025
(Expressed in United States Dollars, unless otherwise indicated) - Unaudited
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Operating activities | ||||||||
| Net income (loss) | ( |
) | ||||||
| Adjustments for non-cash items in net income (loss) and earnings impact of warrant liability reclassification: | ||||||||
| Depreciation of property and equipment | ||||||||
| Depreciation of property and equipment included in costs of finished cannabis inventory sold | ||||||||
| Lease costs included in costs of finished cannabis inventory sold | ||||||||
| Share-based compensation | ||||||||
| Interest and accretion expense | ||||||||
| Other income | ( |
) | ||||||
| Interest income | ( |
) | ( |
) | ||||
| Unrealized (gain) loss on derivative liability | ( |
) | ( |
) | ||||
| Realized (gain) loss on derivative liability | ||||||||
| Unrealized loss on warrant asset | ||||||||
| Unrealized gain on warrant liability | ( |
) | ||||||
| Loss on equity investment in associate | ||||||||
| Deferred income taxes | ( |
) | ( |
) | ||||
| Changes in operating assets and liabilities (Note 19) | ( |
) | ||||||
| Net cash provided by (used in) operating activities | ( |
) | ||||||
| Investing activities | ||||||||
| Purchase of property and equipment | ( |
) | ( |
) | ||||
| Payments of business acquisition consideration payable | ( |
) | ( |
) | ||||
| Investment in Rogue EBC, LLC equity interest | ( |
) | ( |
) | ||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
| Financing activities | ||||||||
| Sale of non-controlling interest in GRMA, net of issuance costs | ||||||||
| Preferred share issuance costs | ||||||||
| Proceeds from exercise of stock options | ||||||||
| Proceeds from long-term debt | ||||||||
| Distributions to non-controlling interests in subsidiaries | ( |
) | ||||||
| Debt issuance costs | ( |
) | ||||||
| Repayment of long-term debt | ( |
) | ( |
) | ||||
| Payment of interest on convertible debentures | ( |
) | ||||||
| Repayment of finance lease | ( |
) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange on cash and cash equivalents | ||||||||
| Change in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, ending of period | ||||||||
The accompanying notes form an integral part of these condensed consolidated financial statements.
5
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 1. | NATURE OF THE ORGANIZATION AND BUSINESS |
Grown Rogue International Inc. (the “Company”) was incorporated under the Business Corporations Act (Ontario) on November 1, 2018. The primary cannabis product produced and sold is cannabis flower. The registered office is located at 40 King St W Suite 5800, Toronto, ON M5H 3S1.
The Company is a cannabis operator in Oregon, Michigan, New Jersey and with operations being provisioned in Illinois and Minnesota, USA and is engaged in the cultivation of and manufacturing of cannabis flower and extract products for wholesale and retail sales.
At the federal level, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970. 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 accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law. This has created a dichotomy between state and federal law, whereby many states have elected to regulate and remove state-level penalties regarding a substance which is still illegal at the federal level. There remains uncertainty about the US federal government’s position on cannabis with respect to cannabis-legal status. A change in its enforcement policies could impact the ability of the Company to continue as a going concern.
| 2. | BASIS OF PRESENTATION |
These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. The results for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the full fiscal year.
During 2025, the Company determined that more than 50% of its outstanding common shares were held by U.S. stockholders and, as a result, no longer met the definition of a foreign private issuer under U.S. securities laws. Accordingly, commencing with the year ended December 31, 2025, the Company is required to present its financial statements in accordance with U.S. GAAP rather than IFRS® Accounting Standards as issued by the International Accounting Standards Board.
The Company has prepared audited consolidated financial statements in accordance with U.S. GAAP for the year ended December 31, 2025. These interim financial statements and the accompanying note disclosures have been prepared on a basis consistent with the Company’s audited consolidated financial statements and reflect only those adjustments necessary, in the opinion of management, for fair presentation of the results for the interim periods.
6
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 2. | BASIS OF PRESENTATION (CONTINUED) |
| 2.1 | Functional and presentation currency |
The Company’s reporting currency is the United States Dollar (“USD”). Effective January 1, 2026, the Company changed its functional currency from the Canadian Dollar (“CAD”) to the USD based on management’s determination that the USD had become the Company’s primary economic environment due to changes in underlying transactions, events, and operating conditions. All subsidiaries have a functional currency of USD.
The change in functional currency was applied prospectively from January 1, 2026 in accordance with ASC 830, Foreign Currency Matters. Translated amounts of non-monetary assets and liabilities at December 31, 2025 became the historical accounting basis for those assets and liabilities at January 1, 2026. The cumulative translation adjustment recognized in accumulated other comprehensive loss prior to the change has not been reversed and continues to be reported in equity.
For the comparative period (three months ended March 31, 2025), when the Company’s functional currency was CAD, assets and liabilities were translated to USD at exchange rates prevailing at the end of the reporting period, and income and expense items were translated at the average exchange rates for the period. Exchange differences arising from translation were recognized in other comprehensive income (loss) and reported as currency translation reserve in shareholders’ equity.
| 2.2 | Use of estimates |
The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenue, and expenses as well as the related disclosures. The Company must often make estimates about effects of matters that are inherently uncertain and will likely change in subsequent periods. Actual results could differ materially from those estimates.
Areas requiring a significant degree of estimation and judgment relate to the assessment of transactions as business combinations or asset acquisitions, estimates used in valuation and costing of inventory, impairment of long-lived assets and indefinite lived intangible assets, fair value measurements, the recoverability and measurement of deferred tax assets and liabilities, share-based compensation, fair value of derivative assets and liabilities, and consolidation of entities in which the Company holds less than a majority of voting rights.
| 2.3 | Basis of consolidation |
These financial statements incorporate the accounts of the Company and all the entities in which the Company has a controlling voting interest and is deemed to be the primary beneficiary. All consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated statements from the date of acquisition. All intercompany balances and transactions are eliminated upon consolidation.
7
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 2. | BASIS OF PRESENTATION (CONTINUED) |
| 2.3 | Basis of consolidation (continued) |
A summary of the Company’s subsidiaries included in these financial statements as at March 31, 2026 is as follows:
| Schedule of consolidated financial statements | ||||||||||
| Entity | Defined term | Location | Purpose | Percentage held |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| % | ||||||||||
| % | ||||||||||
| % | ||||||||||
| % | ||||||||||
| % | ||||||||||
| %* | ||||||||||
| %** | ||||||||||
| % | ||||||||||
| % | ||||||||||
| %*** | ||||||||||
| % | ||||||||||
| % | ||||||||||
| * | |
| ** | |
| *** |
All subsidiaries of the Company were incorporated in the United States of America and have USD as their functional currency.
| 3. | SIGNIFICANT ACCOUNTING POLICIES |
The accounting policies used in the preparation of these financial statements are consistent with those described in the Company’s audited consolidated financial statements for the year ended December 31, 2025. Material accounting policies applied in these condensed consolidated financial statements as follows:
Revenue
Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) when goods or services are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
In order to recognize revenue under ASC 606, the Company applies the following five steps:
8
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
In order to recognize revenue under ASC 606, the Company applies the following five steps:
| 1. | Identify a customer along with a corresponding contract |
| 2. | Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer |
| 3. | Determine the transaction price that the Company expects to be entitled to in exchange for transferring promised goods or services to a customer |
| 4. | Allocate the transaction price to the performance obligation(s) in the contract |
| 5. | Recognize revenue when or as the Company satisfies the performance obligation(s) in the contract |
Revenue From Sales of Goods
Revenue from the sale of goods is generally recognized when control over the goods has been transferred to the customer. Payment for sales is typically due prior to shipment. The Company has elected to treat shipping and handling activities as a fulfillment activity, meaning these activities are not considered a separate performance obligation. Shipping and handling fees billed to customers are recognized as revenue at the time control of the goods passes to the customer. Costs incurred by the Company for shipping and handling are classified as cost of sales in the consolidated statements of income (loss) and comprehensive income (loss). Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled.
Service Revenue
Revenues from services consist of one performance obligation, being the provision of the agreed upon services. The Company recognize service revenue when the contracted services have been provided and the income is determinable. The Company’s contract terms do not include a provision for significant post-service delivery obligations.
Inventory
Inventory consists of (i) raw materials, consumables and packaging supplies used in the process to prepare inventory for sale, (ii) work in process consisting of pre-harvested cannabis plants, and (iii) finished goods.
Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less any estimated costs to complete and sell the goods. Costs are capitalized to inventory, until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities, facility costs, quality and testing costs, production related depreciation and other overhead costs including operating lease costs.
The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, and the historical and professional experience of management. The Company classifies cannabis inventory as a current asset, although, due to the duration of the cultivation, drying, and conversion process, certain inventory items may not be realized in cost of sales within one year.
9
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Financial instruments
Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - Inputs that are not based on observable market data.
There have been no transfers between fair value hierarchy levels during the years ended December 31, 2025 and 2024.
The Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. The Company’s note receivable, long-term debt, and convertible debentures are valued at amortized cost using the effective interest rate method. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest risks arising from these financial instruments. The Company’s warrant asset and derivative liability are measured using the Black-Scholes option pricing model (Notes 6 and 13, respectively).
Share-based compensation expense consists of the Company’s stock option and restricted share unit expense.
Stock options and restricted share units granted to employees and consultants are measured based on the grant-date fair value. Share-based compensation expense for stock options is generally recognized based on the straight-line basis over the requisite service period. The Company has elected to account for forfeitures of share-based awards as they occur rather than estimating forfeitures at the grant date. Accordingly, stock-based compensation expense is recognized assuming all awards will vest, and previously recognized compensation cost is reversed in the period in which an award is forfeited due to an employee’s failure to satisfy the applicable service conditions.
Share-based compensation for restricted share units is recognized at the time of grant by multiplying the share price on the date of grant by the number of restricted share units granted. Share-based compensation expense is included in share-based compensation expense or cost of finished cannabis inventory sold based on the employee’s function classification.
Consideration paid to the Company on the exercise of stock options is recorded as subordinate voting common shares (“SV Shares”).
10
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Income taxes
The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E, under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production.
The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within income tax expense in the consolidated statements of loss and comprehensive loss.
For interim reporting purposes, the Company computes its income tax provision using an estimated annual effective tax rate method, as required under ASC 740. Under this method, the Company estimates its annual effective income tax rate and applies that rate to year-to-date ordinary income or loss to determine the interim tax provision. The estimated annual effective tax rate reflects expected annual taxable income or loss, permanent items and discrete items identifiable to specific periods, which are recognized in the period in which they occur. The estimated annual effective tax rate is reviewed and updated at each interim reporting date, with any adjustment recognized in the period of change.
Recently adopted accounting pronouncements
In July 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The objective of this update is to reduce the cost and complexity of applying the current expected credit loss model to short-term accounts receivable and contract assets. ASU 2025-05 addresses these challenges by introducing a practical expedient that allows entities to assume that current conditions as of the balance sheet date do not change over the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. The Company adopted ASU 2025-05 as of January 1, 2026.
Recently
issued accounting pronouncements not yet effective
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03 (“ASU 2024-03”),
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): update required disclosure of
specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December
15, 2026. The Company has not adopted this standard early. The Company is currently evaluating the impact of the adoption of this amendment.
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-04, Debt—Debt with Conversion
and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments clarify when the
settlement of convertible debt should be accounted for as an induced conversion versus a debt extinguishment and update related accounting
and disclosure requirements. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, including interim
periods within those fiscal years. The Company has not early adopted this amendment but does not expect adoption to have a material impact
on the Company’s financial statements and disclosures.
11
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 4. | ACCOUNTS RECEIVABLE |
The Company’s accounts receivable composition is as follows:
| Schedule of accounts receivable composition | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| Trade receivables, net of provision for expected credit losses | ||||||||
| Taxes receivable | ||||||||
| Total accounts receivable, net | ||||||||
As at March 31, 2026,
trade receivables was presented net of an allowance for expected credit losses of $
| 5. | INVENTORY |
The Company’s inventory composition is as follows:
| Schedule of inventory | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| Raw materials | ||||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Total Inventory | ||||||||
The Company records adjustments to inventory for excess and obsolete items based on historical usage, forecasted demand, and market conditions. No such adjustments were made for the periods presented.
| 6. | WARRANTS ASSET |
The Vireo Warrants are remeasured at fair value through profit and loss at each reporting period using the Black-Scholes option pricing model. The fair value of the Vireo Warrants at March 31, 2026, was estimated to be $
| Schedule of warrants | ||||||||||||||||||||
| Date | Expected dividends | Expected volatility | Risk-free rate of interest |
Expected term (years) |
Closing price per common share |
|||||||||||||||
| December 31, 2025 | % | % | % | $ | (CAD$ | ) | ||||||||||||||
| March 31, 2026 | % | % | % | $ | (CAD$ | ) | ||||||||||||||
During the three months ended March 31, 2026, the Company recorded an unrealized loss on the change in fair value of the warrants asset of $
12
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 7. | OTHER INVESTMENTS |
On March 5, 2024, the Company signed a definitive agreement to form Rogue EBC, a joint venture with EBC Ventures. Rogue EBC holds a craft growers license with the Illinois Department of Agriculture. Grown Rogue owns 70% of the joint venture and has contributed capital to support the development of the facility. The joint venture agreement includes multiple purchase options, which ultimately give the Company the ability to acquire 100% of the membership interests of the joint venture subject to approval by the Illinois Department of Agriculture. The Company does not have the unilateral ability to direct activities of Rogue EBC and therefore the investment constitutes a joint venture in accordance with ASC 323, Investments – Equity Method and Joint Ventures.
The investment in Rogue EBC has been accounted for using the equity method as follows:
| Schedule of other investment | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Investment in Rogue EBC | ||||||||
| Loss on equity investment in associate | ( |
) | ( |
) | ||||
| Deposit on purchase of remaining Rogue EBC | ||||||||
| Balance, end of period | ||||||||
The following table presents summarized financial information for Rogue EBC:
| Schedule of summarized financial information | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| Current assets | ||||||||
| Non-current assets | ||||||||
| Total assets | ||||||||
| Current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Net Assets | ||||||||
| Company share of net assets | ||||||||
| Revenue | ||||||||
| Gross profit | ||||||||
| Net income | ( |
) | ( |
) | ||||
| Company share of net income | ( |
) | ( |
) | ||||
13
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 8. | NOTES RECEIVABLE |
Transactions related to the Company’s notes receivable for the period ended March 31, 2026 and year ended December 31, 2025, include the following:
| Schedule of notes receivable | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||
|---|---|---|---|---|---|---|---|---|
| $ | $ | |||||||
| Balance, Beginning of period | ||||||||
| Advances | ||||||||
| Accrued interest | ||||||||
| Balance, end of period | ||||||||
| 9. | PROPERTY AND EQUIPMENT |
| Schedule of property and equipment | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||
|---|---|---|---|---|---|---|---|---|
| $ | $ | |||||||
| Computer and office equipment | ||||||||
| Production equipment and other | ||||||||
| Land | ||||||||
| Construction in progress | ||||||||
| Leasehold improvements | ||||||||
| Gross property and equipment | ||||||||
| Less: Accumulated depreciation | ( |
) | ( |
) | ||||
| Property and equipment, net | ||||||||
For the three months ended
March 31, 2026 and 2025, depreciation included in cost of finished cannabis inventory sold was $
14
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 10. | RIGHT OF USE ASSET AND LEASE LIABILITY |
The Company’s leases consist of land and buildings and equipment used in the cultivation, processing, and warehousing of its products. The leases were classified as either operating leases or finance leases in accordance with ASC 842, Leases.
A summary of the maturity of contractual undiscounted liabilities associated with the Company’s operating leases and finance leases as of March 31, 2026 is as follows:
| Schedule of operating leases liabilities associated | ||||||||
| Operating leases | Finance leases | |||||||
| $ | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Less: Unamortized interest | ( |
) | ( |
) | ||||
| Total lease liability | ||||||||
A summary of the Company’s weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term is as follows:
| Schedule of lease liabilities and weighted average | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||
| Operating leases: | ||||||||
| Weighted average discount rate | % | % | ||||||
| Weighted average remaining lease term (years) | ||||||||
| Finance leases: | ||||||||
| Weighted average discount rate | % | % | ||||||
| Weighted average remaining lease term (years) | ||||||||
For the three months ended March 31, 2026, operating lease costs of $
On March 31, 2026, following the execution of an amendment on April 8, 2026 to extend one of its commercial facility leases, the Company recognized additions to right-of-use assets and operating lease liabilities of $
15
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 11. | LONG-TERM DEBT |
Transactions related to the Company’s long-term debt for the three months ended March 31, 2026 and year ended December 31, 2025 include the following:
| Schedule of long-term debt | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Advances | ||||||||
| Debt issuance costs | ( |
) | ||||||
| Interest and accretion expense | ||||||||
| Payments | ( |
) | ( |
) | ||||
| Balance, end of period | ||||||||
| Current portion | ||||||||
| Non-current portion | ||||||||
During the three months
ended March 31, 2026, the Company recognized accretion expense of $
A summary of the maturity of contractual undiscounted liabilities associated with the Company’s long-term debt as of March 31, 2026 is as follows:
| Schedule of maturity of contractual undiscounted liabilities | ||||
| Amount ($) | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total payments | ||||
| Less: Unamortized interest | ( |
) | ||
| Total long-term debt | ||||
16
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 12. | CONVERTIBLE DEBENTURES |
Transactions related to the Company’s convertible debentures for the three months ended March 31, 2026 and year ended December 31, 2025 include the following:
| March 31, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Debt settlement through conversion | ( | ) | ||||||
| Interest expense | ||||||||
| Amortization expense | ||||||||
| Debt and interest payments | ( | ) | ||||||
| Balance, end of period | ||||||||
| 13. | DERIVATIVE LIABILITIES |
| 13.1 | Western Alliance Credit Interest Rate Swap |
On March 27, 2025, the Company entered and
closed a $
On May 14, 2025, the Company executed an interest rate swap transaction with WAB for Tranche 1. The Company will bear interest of 8.07% per annum whereas WAB bears 4.32520% plus 400 bps interest per annum. The interest rate swap gives rise to a derivative liability, which was initially recorded at $
On September 15, 2025, the Company executed an interest rate swap transaction with WAB for Tranche 2. The Company will bear interest of 7.53% per annum whereas WAB bears 4.1739% plus 400 bps interest per annum. The interest rate swap gives rise to a derivative liability, which was initially recorded at $
The derivative liability was remeasured at March 31, 2026, and was estimated to be $
17
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 13. | DERIVATIVE LIABILITIES (continued) |
| 13.1 | Western Alliance Credit Interest Rate Swap (continued) |
The following is a summary of movements in the interest rate swap during the three months ended March 31, 2026 and year ended December 31, 2025:
| Schedule of derivative liability interest rate | ||||
| Interest rate swap | $ | |||
| Balance, December 31, 2024 | ||||
| Initial recognition | ||||
| Unrealized loss | ||||
| Balance, December 31, 2025 | ||||
| Unrealized gain | ( |
) | ||
| Balance, March 31, 2026 | ||||
| 13.2 | Warrant liabilities |
On January 1, 2026, as a result of the change in functional currency from CAD to USD (Note 2.1), certain warrants previously classified in equity no longer met the criteria for equity classification as the warrants possess exercise prices in CAD and no longer represent an instrument for providing the Company with fixed proceeds in exchange for a fixed number of its shares due to foreign exchange. As such, the warrants are accounted for as derivative liabilities measured at fair value. The previously recorded equity balances associated with these warrants were derecognized at their fair value measured on January 1, 2026 with the resulting difference recorded within paid in capital. No gain or loss was recognized in earnings upon reclassification.
The warrant liabilities are subsequently measured at fair value at each reporting date, with changes in fair value recognized through profit or loss. The fair value of the warrant liabilities was determined using a Black-Scholes option pricing model, which incorporates significant unobservable inputs (expected stock price volatility and estimated term) and is classified within Level 3 of the fair value hierarchy.
| Schedule of derivative liability conversion feature | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Fair value of warrants on reclassification | ||||||||
| Unrealized gain on changes in fair value | ( |
) | ||||||
| Balance, end of period | ||||||||
During the three months
ended March 31, 2026, the Company recorded an unrealized gain on changes in fair value of warrant liabilities of $
18
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 13. | DERIVATIVE LIABILITIES (continued) |
| 13.2 | Warrant liabilities (continued) |
The warrant liabilities were measured using the following weighted average inputs in the Black-Scholes option pricing model:
| Date | Expected dividends | Expected volatility | Risk-free rate of interest |
Expected term (years) |
Exercise price | Closing price per common share |
||||||||||||||||||
| January 1, 2026 | % | % | % | $ | ) | $ | (CAD$ | ) | ||||||||||||||||
| March 31, 2026 | % | % | % | $ | ) | $ | (CAD$ | ) | ||||||||||||||||
As at March 31, 2026 and December 31, 2025, the following warrants were issued and outstanding:
| Schedule of warrants were issued and outstanding | ||||||||
| Expiry date | Number of warrants outstanding |
Weighted average exercise price |
||||||
| $ | ) | |||||||
| 13.3 | Derivative liabilities |
The Company has determined that the conversion
feature embedded in the Company’s convertible debentures constitute a derivative liability and they have been bifurcated from the
convertible debentures on closing and recorded as a conversion feature of $
The following is a summary of movements in the conversion feature during the three months ended March 31, 2026 and year ended December 31, 2025:
| Conversion feature | $ | |||
| Balance, December 31, 2024 | ||||
| Conversion | ( | ) | ||
| Realized loss on conversion | ( | ) | ||
| Balance, March 31, 2026 and December 31, 2025 | ||||
Significant assumptions used in calculating the fair value of the conversion feature of the convertible debentures at the date of issuance and December 31, 2024, are as follows:
| Schedule of assumptions fair value of the conversion | ||||||||||||||||||||
| Date | Expected dividends |
Expected volatility |
Risk-free rate of interest |
Expected term (years) |
Closing price per common share |
|||||||||||||||
| December 5, 2022 | % | % | % | $ | (CAD$ | ) | ||||||||||||||
| July 13, 2023 | % | % | % | $ | (CAD$ | ) | ||||||||||||||
| August 17, 2023 | % | % | % | $ | (CAD$ | ) | ||||||||||||||
| December 31, 2024 | % | % | % | $ | (CAD$ | ) | ||||||||||||||
19
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 14. | SHARE CAPITAL |
| 14.1 | Capital stock |
The Company is authorized to issue an unlimited number of Subordinate Voting Shares (“SV Shares”) and Multiple Voting shares (“MV Shares”) at no par value and an unlimited number of preferred shares issuable in series.
| 14.2 | Dividends |
The directors may declare dividends on one or more class of shares to the exclusion of the others or declare dividends at different rates on different classes of shares, at their discretion. No dividends shall be declared on SV Shares or the MV Shares if to do so would reduce the value of the net assets of the Company to less than the paid in capital of the common stock.
During the three months
ended March 31, 2026, the Company’s subsidiary Golden Harvests, LLC, declared and paid a dividend of $
During the three months
ended March 31, 2026, the Company’s subsidiary, GRMA, declared and paid preferred return distributions on the voting
preferred units of GRMA (the “GRMA Units”) of $
| 15. | WARRANTS CLASSIFIED AS EQUITY |
The following table summarizes the warrant activities for three months ended March 31, 2026 and the year ended December 31, 2025:
| Schedule of warrant activities | ||||||||||||||||
| Number of warrants outstanding |
Weighted average exercise price |
Weighted average remaining life (years) |
Aggregate intrinsic value ($) |
|||||||||||||
| Balance, December 31, 2024 | $ | ) | ||||||||||||||
| Exercise to SV shares for December warrants | ) | $ | (CAD$ | ) | ||||||||||||
| Exercise to SV shares for July warrants | ) | $ | (CAD$ | ) | ||||||||||||
| Exercise to SV shares for August warrants | ) | $ | (CAD$ | ) | ||||||||||||
| Forfeit and return of cancelled warrants | ( |
) | $ | ) | - | |||||||||||
| Balance, December 31, 2025 | $ | ) | ||||||||||||||
| Reclassified to warrant liabilities (Note 13.2) | ( |
) | $ | ) | - | |||||||||||
| Balance, March 31, 2026 | - | |||||||||||||||
20
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 16. | STOCK OPTIONS AND RESTRICTED STOCK UNITS |
The Company’s board of directors adopted the 2020 Equity Incentive Plan (the “Plan”) on July 21, 2020. The maximum number of common shares that may be issued in respect of awards under the Plan is equal to 20% of the total SV Shares outstanding. The Company may issue stock options, stock appreciation rights, restricted stock and restricted stock units (“RSU’s”).
| 16.1 | Stock options |
The following table summarizes the stock option movements for the three months ended March 31, 2026 and year ended December 31, 2025:
| Schedule of stock option | |||||||||||||
| Number of stock options |
Weighted average exercise price |
Aggregate intrinsic value ($USD) |
|||||||||||
| Balance, December 31, 2024 | $ | (CAD$ | ) | $ | |||||||||
| Granted | $ | (CAD$ | ) | - | |||||||||
| Exercised | ) | $ | (CAD$ | ) | |||||||||
| Forfeited | ) | $ | (CAD$ | ) | - | ||||||||
| Balance, December 31, 2025 | $ | (CAD$ | ) | $ | |||||||||
| Granted | $ | (CAD$ | ) | - | |||||||||
| Exercised | ) | $ | (CAD$ | ) | |||||||||
| Forfeited | ) | $ | (CAD$ | ) | - | ||||||||
| Balance, March 31, 2026 | $ | (CAD$ | ) | $ | |||||||||
On January 22, 2026, the Company granted stock options to employees of the Company. The stock options have an exercise price of $
21
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 16. | STOCK OPTIONS AND RESTRICTED STOCK UNITS (CONTINUED) |
| 16.1 | Stock options (continued) |
During the three months ended March 31, 2026,
The following is a summary of the outstanding stock options as at March 31, 2026:
| Schedule of outstanding stock options | ||||||||||||||||||||||||
| Expiry Date | Outstanding (#) |
Aggregate intrinsic value ($) |
Exercisable (#) |
Aggregate intrinsic value ($) |
Exercise price ($) |
Remaining contractual life (years) |
||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| $ | (CAD$ | ) | ||||||||||||||||||||||
| Balance, March 31, 2026 | $ | (CAD$ | ) | |||||||||||||||||||||
During the three months ended March 31, 2026, the Company recognized share-based compensation expense of $ (Q1 2025 - $) related to vesting of stock options. As at March 31, 2026, the Company has unrecognized stock-based compensation expense of $ associated with outstanding stock options.
The Company computes the fair value of stock options granted using the Black-Scholes option pricing model. The expected term used for options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee share purchase option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.
22
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 16. | STOCK OPTIONS AND RESTRICTED STOCK UNITS (CONTINUED) |
| 16.1 | Stock options (continued) |
The Company applied the following inputs in the Black-Scholes option pricing model for the three months ended March 31, 2026 and year ended December 31, 2025:
| March 31, 2026 |
December 31, 2025 |
|||||||
| Share price | $ | (CAD$ | ) | $ | (CAD$ | ) | ||
| Expected life options (years) | ||||||||
| Expected volatility | % | % | ||||||
| Expected dividend yield | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Black-Scholes value of each option | $ | $ | ||||||
| 16.2 | Restricted stock units |
The following table summarizes the RSU’s movements for the three months ended March 31, 2026 and year ended December 31, 2025:
| Number of RSUs (#) |
Weighted average issue price ($) |
Aggregate intrinsic value ($) |
||||||||||
| Balance, December 31, 2024 | $ | (CAD$ | ) | |||||||||
| Granted to employees | $ | (CAD$ | ) | |||||||||
| Exercised | ) | $ | (CAD$ | ) | ||||||||
| Balance, December 31, 2025 | $ | (CAD$ | ) | |||||||||
| Balance, March 31, 2026 | $ | (CAD$ | ) | |||||||||
The following is a summary of the outstanding RSU’s as at March 31, 2026:
| Schedule of outstanding RSU | ||||||||||||
| Expiry Date | Exercise price | Outstanding at March 31, 2026 |
Weighted average remaining contractual life (years) |
|||||||||
| $ | (CAD$ | ) | ||||||||||
| $ | (CAD$ | ) | ||||||||||
| $ | (CAD$ | ) | ||||||||||
The Company computes the fair value of RSU’s granted based on the Company’s share price at the grant date. During the three months ended March 31, 2026, share-based compensation expense includes $nil related to RSU’s (Q1 2025 - $).
23
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 17. | EARNINGS PER SHARE |
The calculation of earnings per share for the three months ended March 31, 2026 and 2025 are as follows:
| Schedule of earnings per share | ||||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Net Income (loss) attributable to shareholders | ( |
) | ||||||
| Weighted average number of SV Shares outstanding | ||||||||
| Dilutive effect of stock options outstanding | ||||||||
| Dilutive effect of RSUs outstanding | ||||||||
| Dilutive effect of warrants outstanding | ||||||||
| Diluted weighted average number of SV Shares outstanding | ||||||||
| Basic net income (loss) per share | ( |
) | ||||||
| Diluted net income (loss) per share | ( |
) | ||||||
The following table displays the securities that have been excluded from the computation because their effects would be anti-dilutive:
| Schedule of anti-dilutive | ||||||||
| Three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| # | # | |||||||
| Stock options | ||||||||
| RSUs | ||||||||
| Warrants | ||||||||
| Total | ||||||||
| 18. | INCOME TAXES |
The Company is a Canadian resident company, as defined in the Income Tax Act (Canada) (the “ITA”), for Canadian income tax purposes. However, it has subsidiaries that are treated as United States corporations for US federal income tax purposes per the Internal Revenue Code (US) (“IRC”) and are thereby subject to federal income tax on their worldwide income. As a result, the Company is subject to taxation both in Canada and the United States.
The Company has computed its provision for income taxes based on the actual effective tax rate for the quarter as management believes this is the best estimate for the annual effective tax rate. Significant judgment is required in evaluating the Company’s uncertain tax position and determining the provision for income taxes.
24
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 18. | INCOME TAXES (continued) |
A summary of the Company’s income tax expense and effective tax rate is as follows:
| Schedule of effective tax rate | ||||||||
| Three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Income (loss) before income taxes and noncontrolling interest | ( |
) | ||||||
| Income tax expense | ( |
) | ( |
) | ||||
| Effective tax rate | % | ( |
)% | |||||
As at March 31, 2026, the Company recorded an uncertain tax liability of $
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. There are no positions for which it is reasonably possible that the uncertain tax benefit will significantly increase or decrease within twelve months. The Company files income tax returns in the United States, including various state jurisdictions, and in Canada, which remain open to examination by the respective jurisdictions for the 2018 tax year to the present.
| 19. | SUPPLEMENTAL CASH FLOW INFORMATION |
The changes to the Company’s operating assets and liabilities for the three months ended March 31, 2026 and 2025 are as follows:
| Schedule of non-cash working capital | ||||||||
| Three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Accounts receivable | ( |
) | ( |
) | ||||
| Inventory | ( |
) | ( |
) | ||||
| Prepaid expenses | ( |
) | ||||||
| Accounts payable and accrued liabilities | ( |
) | ||||||
| Income tax payable | ( |
) | ( |
) | ||||
| Uncertain tax position liability | ||||||||
| Total | ( |
) | ||||||
25
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 19. | SUPPLEMENTAL CASH FLOW INFORMATION (continued) |
Interest and income taxes paid in cash for the three months ended March 31, 2026 and 2025 were as follows:
| Schedule of interest and income taxes | ||||||||
| Three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Income taxes paid in cash | ||||||||
| Interest paid in cash | ||||||||
Non-cash investing and financing activities for the three months ended March 31, 2026 and 2025 are as follows:
| Schedule of non cash investing and financing activities | ||||||||
| Three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Fair value of SV Shares issued to settle convertible debentures | ||||||||
| Property, plant and equipment acquired through finance leases | ||||||||
| Reclassification of warrants from equity to warrant liability | ||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | ||||||||
| 20. | RELATED PARTY TRANSACTIONS |
During the three months ended March 31, 2026 and 2025, the Company incurred the following related party transactions.
Transactions with related parties
Related parties of the Company include affiliates, entities for which investments are accounted for by the equity method, officers, and directors of the Company and members of their immediate families, and management involved in the financial statement preparation and members of their immediate families.
Transactions with related parties are presented in the following table:
| Schedule of related party transactions | ||||||||
| Three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Salaries and consulting fees | ||||||||
| Lease payments made to CEO | ||||||||
| Fees paid to entity controlled by spouse of majority owner | ||||||||
| Share-based compensation expense | ||||||||
| Total | ||||||||
26
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 20. | RELATED PARTY TRANSACTIONS (CONTINUED) |
Included in accounts payable and accrued liabilities as at March 31, 2026 was $
Debt balances and movements with related parties
The following table sets out portions of debt pertaining to related parties which are included in consideration payable on business acquisitions and long-term debt:
| Schedule of debt pertaining to related parties | ||||||||||||||||||||
| CEO(1) | Director(1) | GM(1) | ABCO Holdings, Inc.(2) | Total | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Balance, December 31, 2024 | ||||||||||||||||||||
| Borrowed | ||||||||||||||||||||
| Interest | ||||||||||||||||||||
| Payments | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Balance, December 31, 2025 | ||||||||||||||||||||
| Borrowed | ||||||||||||||||||||
| Interest | ||||||||||||||||||||
| Payments | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Balance, March 31, 2026 | ||||||||||||||||||||
| (1) | |
| (2) |
As part of the agreements transacted during the year ended October 31, 2020, to acquire interest in GR Michigan and Canopy, the Company incurred consideration payable on business acquisitions of $
Pursuant to the Canopy purchase agreement executed on April 24, 2024, the Company, through GR Unlimited, acquired the remaining 13% of the membership units in Canopy. As part of this transaction, the Company purchased a
During April 2024, the Company, through Canopy, acquired an additional
On May 29, 2025, Canopy Management LLC was dissolved, and all existing agreements and obligations were assigned and transferred to Grown Rogue Unlimited, LLC.
27
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 21. | FINANCIAL INSTRUMENTS |
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis, categorized within the fair value hierarchy:
| Schedule of valuations for the asset or liability not based on observable market data | ||||||||||
| Level in Fair Value Hierarchy |
March 31, 2026 |
December 31, 2025 |
||||||||
| $ | $ | $ | ||||||||
| Financial Assets: | ||||||||||
| Warrants asset | Level 2 | |||||||||
| Financial Liabilities: | ||||||||||
| Derivative liability | Level 2 | |||||||||
| Warrant liabilities | Level 3 | |||||||||
The fair value of the warrants asset is measured using the Black-Scholes option pricing model with inputs including the underlying share price, risk-free interest rate, expected volatility, and remaining term, consistent with the valuation methodology applied in the Company’s audited consolidated financial statements for the year ended December 31, 2025.
The derivative liability represents the bifurcated conversion features embedded in the Company’s convertible debentures, accounted for separately under ASC 815. The fair value is measured using the Black-Scholes option pricing model with inputs including the underlying share price, risk-free interest rate, expected volatility, and remaining term to maturity, consistent with the valuation methodology applied in the Company’s audited consolidated financial statements for the year ended December 31, 2025.
| 22. | SEGMENT REPORTING |
The reportable segments are those operations whose operating results are reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated. The Company’s CODM is the CEO and is responsible for the management of the Company. Operating results are reviewed with respect to resource allocation and for which discrete financial information is available. Inter-segment transactions are recorded at amounts that reflect normal third-party terms and conditions, with inter-segment profits eliminated from the cost base of the segment incurring the charge. The Company has identified three operating segments:
| ● | Oregon segment represents cannabis production and sales activities in Oregon; |
| ● | Michigan segment represents cannabis production and sales activities in Michigan; and |
| ● | New Jersey segment represents cannabis production and sales activities in New Jersey. |
The Company’s general corporate administration expenses are included within “Corporate” to reconcile the reportable segments to the financial statements. The Company’s CODM reviews the results of the Company’s operating segments based on the total revenues, gross profit and net income (loss) in his evaluation of the performance of the operating segments to make decisions regarding resource allocations within the Company.
28
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 22. | SEGMENT REPORTING (continued) |
Segmented operational activity for the three months ended March 31, 2026 and 2025 is as follows:
| Schedule of segmented operational activity | ||||||||||||||||||||
| Segments | Oregon | Michigan | New Jersey | Corporate | Total | |||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| March 31, 2026: | ||||||||||||||||||||
| Total revenue | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Net income (loss) | ( |
) | ( |
) | ||||||||||||||||
| March 31, 2025: | ||||||||||||||||||||
| Total revenue | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Net income (loss) | ( |
) | ||||||||||||||||||
Entity-wide disclosures
All revenue for the three months ended March 31, 2026 and 2025 was earned in the United States. For the three months ended March 31, 2026 and 2025 no customer represented more than 10% of the Company’s net revenue. As at March 31, 2026 and December 31, 2025, no customer represented more than 10% of the Company’s receivables.
A summary of the Company’s long-lived tangible assets disaggregation by geographic area is as follows:
| Schedule of Geographical information activities | ||||||||||||||||||||
| Segments | Oregon | Michigan | New Jersey | Corporate | Total | |||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Non-current assets other than financial instruments: | ||||||||||||||||||||
| As at March 31, 2026 | ||||||||||||||||||||
| As at December 31, 2025 | ||||||||||||||||||||
29
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 23. | NON-CONTROLLING INTERESTS |
The activity in non-controlling interest for three months ended March 31, 2026 and year ended December 31, 2025 are as follows:
| Schedule of non-controlling interest | ||||||||
| March 31, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Sale of 20% ownership of GRMA | ||||||||
| Dividends issued from Golden Harvest to minority owner | ( |
) | ( |
) | ||||
| Dividends issued from GRMA to minority owner | ( |
) | ||||||
| Net income for the period attributed to non-controlling interest | ||||||||
| Balance, end of period | ||||||||
During the three months ended March 31, 2026, the Company sold 20% of its ownership in GRMA through the sale of 20 voting preferred units of GRMA (the “GRMA Units”) at a par value of $ per unit for gross proceeds of $
| 24. | COMMITMENTS AND CONTINGENCIES |
On September 22, 2022, the Securities Exchange Commission (“SEC”) issued an Order Instituting Proceedings (OIP) pursuant to Section 12(j) of Securities Exchange Act of 1934 (“1934 Act”), against the Company alleging violations of the 1934 Act, as amended, and the rules promulgated thereunder, by failing to timely file periodic reports. Section 12(j) authorizes the SEC as it deems necessary or appropriate for the protection of investors to suspend for a period not exceeding 12 months, or to revoke, the registration of a security if the SEC finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of the 1934 Act, as amended, or the rules promulgated thereunder. The Company has filed an answer to the Order Instituting Proceedings and is seeking a hearing in the matter. The Company is currently fully compliant with all of its filings and has recently filed a form F1 which is pending acceptance by the SEC. The Company anticipates that it will be able to waive this OIP after acceptance.
On December 8, 2025, ABCO, entered into an agreement with Blackwell & Associates, (“Blackwell”) for the construction of the Grandview Phase II project located at 1425 Grandview Avenue, Paulsboro, New Jersey. Under the agreement, payment is structured on a cost-plus-a-fee basis without a guaranteed maximum price. The total estimated cost of the project is approximately $1,430,000 which includes the cost of the work plus Blackwell’s fee. Blackwell’s fee is comprised of 6% overhead and 9% profit applied to the cost of the work as defined in the agreement. Because the agreement does not include a guaranteed maximum price, the final cost of the work may differ from this estimate, and the Company’s ultimate obligation under the contract could be higher or lower than the estimated amount depending on actual costs incurred. Work is required to commence no later than 10 days from the date of the agreement, with substantial completion targeted by April 15, 2026, subject to adjustments for changes in the contract documents. The work may be approved and executed in phases at the Company’s discretion, with Company approval required in writing for each phase. Either party may terminate the contract for cause or convenience; however, no termination fee is payable to Blackwell in the event the Company terminates for convenience. Blackwell is considered a related party as it is controlled by the spouse of the majority owner of ABCO Holdings.
30
Grown Rogue International Inc.
Notes to the Condensed Consolidated Financial Statements
Unaudited
| 24. | COMMITMENTS AND CONTINGENCIES (continued) |
Sea Craft, LLC Acquisition
On March 11, 2026, the Company, through its majority-owned subsidiary Grown Rogue Management Associates, LLC (“GRMA”), entered into a Membership Interest Purchase Agreement with the members of Sea Craft, LLC (“Sea Craft”), the holder of an Illinois Adult Use Cannabis Craft Grower License. Pursuant to the agreement, and subject to receipt of the regulatory approvals necessary to consummate the transaction, GRMA agreed to acquire 49% of Sea Craft’s issued and outstanding ownership interests. The agreement also grants the majority holder of Sea Craft’s remaining issued and outstanding ownership interests an option, subject to certain conditions precedent, to require GRMA to purchase those remaining interests.
As at March 31, 2026, the regulatory approvals required to consummate the transaction had not been obtained, and accordingly, the acquisition had not closed.
| 25. | SUBSEQUENT EVENTS |
The Company evaluated subsequent events through the date the financial statements were issued, and determined that the following subsequent events occurred as of that date:
On April 8, 2026, the
31
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You should read the following discussion and analysis of the Company’s financial condition and results of operations together with the Company’s financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Special Note Regarding Forward-Looking Statements
Certain of the information included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) is based upon express or implied estimates, projections or other “forward-looking statements” within the meaning of the U.S. federal securities laws. Such forward-looking statements include any projections or estimates made by Grown Rogue International, Inc. (“we,” “us,” “our,” or the “Company”) and our management in connection with our business operations. These statements may relate to future events or our future financial performance. This Quarterly Report may also contain estimates, projections data, and other information concerning our industry, our business and the markets for our products, including data regarding the estimated size of those markets and their projected growth rates, derived from reports, research surveys, studies and similar materials prepared by third parties, industry and general publications, government data and similar sources.
In some cases you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of those terms or other comparable terminology that does not relate strictly to historical or factual matters. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results may vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested therein. Such forward-looking statements involve various risks and uncertainties and other factors, including those risks described in Item 1A – “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), as may be updated from time to time in our periodic filings with the SEC which are accessible on the SEC’s website at www.sec.gov, and which may cause our actual results, levels of activities, performance or achievements to be materially different from any projected results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should evaluate all forward-looking statements made in this Quarterly Report in the context of these risks and uncertainties. All forward-looking statements in this Quarterly Report apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report and in other filings we make with the SEC. Except as required by applicable law, including federal securities laws, we do not undertake to update or revise any of forward-looking statements to reflect subsequent events or conform those statements to actual results.
Business Overview
The Company is a vertically integrated, multi-state cannabis operator focused on high-quality, low-cost production of premium flower and pre-roll products. Through its subsidiaries, the Company cultivates, manufactures, possesses, and distributes cannabis in the United States, with operations spanning Oregon, Michigan, New Jersey, and Illinois. Flower-based products, including indoor flower, sungrown (outdoor) flower, and pre-rolls, remain the Company’s strategic focus, reflecting management’s view that flower continues to lead category share in most state markets.
32
The Company manages indoor and outdoor cultivation in the Rogue Valley of Southern Oregon, an indoor cultivation facility in Bay City, Michigan operated through Golden Harvests, LLC, indoor cultivation in Paulsboro, New Jersey operated through ABCO Garden State, LLC, and joint-venture operations in Illinois through Rogue EBC, LLC, with additional Illinois activity initiated in the first quarter of 2026 as discussed under “Recent Developments” below.
For a more detailed description of our business, history, products, brand strategy, and competitive positioning, refer to “Part I, Item 1. Business” in our Annual Report.
Recent Developments
In addition to events discussed elsewhere in this Quarterly Report, the following developments occurred during, or have a direct bearing on, the three months ended March 31, 2026:
Stock option exercise. On January 12, 2026, the Company issued 200,000 SV Shares pursuant to the exercise of stock options for total proceeds of approximately $21,615 (CAD$30,000). As a result, total SV Shares issued and outstanding increased from 249,738,980 at December 31, 2025 to 249,938,980 on March 31, 2026.
Illinois expansion. On March 12, 2026, the Company announced that it had taken operational control of a cannabis production facility in Dwight, Illinois, through its affiliates Grown Rogue Management Associates, LLC (“GRMA”), an 80% owned subsidiary of the Company, and entered into a Membership Interest Purchase Agreement to acquire a 49% interest in SEA Craft, the holder of an Illinois Adult Use Cannabis Craft Grower License. The agreement provides GRMA with an option, subject to regulatory approval and performance-based conditions, to acquire the remaining 51% of SEA Craft, and concurrently grants the holder of those remaining interests an option, subject to certain conditions precedent, to require GRMA to purchase those remaining interests. The transaction is subject to regulatory approval by the Illinois Department of Agriculture, and as of March 31, 2026 the regulatory approvals required to consummate the transaction had not been obtained, and accordingly, the acquisition had not closed. The Company expects the acquisition to close in the second quarter of 2026.
Concurrently, SEA Craft entered into a three-year lease with Innovative Industrial Properties, Inc. (“IIP”) for a 43,000 square foot facility in Dwight, Illinois, including approximately 10,000 square feet of indoor flowering canopy, with capacity to expand to the 14,000 square feet permitted under the craft grow license. The lease is supported by a corporate guarantee provided by the Company.
To support the projected capital needs of the Illinois operation, the Company sold a 20% non-controlling interest in GRMA for gross proceeds of $3,000,000, less issuance costs of $15,000, resulting in net proceeds of $2,985,000. The outside investor’s interest takes the form of 20 non-voting preferred units of GRMA (the “GRMA Units”) that are reported as non-controlling interest in the Company’s condensed consolidated financial statements. The GRMA Units carry a cumulative non-compounded preferred return of 15% per annum on unreturned capital contributions, escalating to 20% per annum compounded quarterly if required quarterly distributions are not paid within the specified grace period. At the holders’ discretion, for a period of up to three years, the GRMA Units may be converted into SV Shares of the Company at a conversion price of $0.65 per SV Share. For further discussion, see Note 23 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
ABCO Phase II construction. As previously disclosed in our Annual Report, on December 8, 2025, ABCO entered into an agreement with Blackwell & Associates (“Blackwell”) for the construction of the Grandview Phase II project located at 1425 Grandview Avenue, Paulsboro, New Jersey, on a cost-plus-a-fee basis without a guaranteed maximum price. The total estimated cost is approximately $1,430,000, which includes the cost of the work plus Blackwell’s fee, subject to adjustments under the contract documents. Construction continued during the three months ended March 31, 2026. Blackwell is considered a related party as it is controlled by the spouse of the majority owner of ABCO Holdings.
33
Functional currency change. Effective January 1, 2026, the Company changed its functional currency from the Canadian Dollar to the U.S. dollar based on management’s determination that the U.S. dollar had become the Company’s primary economic environment due to changes in underlying transactions, events, and operating conditions. The change was applied prospectively in accordance with ASC 830, Foreign Currency Matters. Translated amounts of non-monetary assets and liabilities at December 31, 2025 became the historical accounting basis for those assets and liabilities at January 1, 2026, and the cumulative translation adjustment previously recognized in accumulated other comprehensive loss has not been reversed. For further discussion, see Note 2.1 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Reclassification of warrants to derivative liability. As a result of the change in functional currency described above, 4,000,000 warrants previously classified within shareholders’ equity no longer met the criteria for equity classification under U.S. GAAP and were reclassified to a derivative liability measured at fair value, with subsequent changes in fair value recognized through profit or loss. On January 1, 2026, the Company recognized $1,539,665 of warrant liability with a corresponding decrease in share capital. During the three months ended March 31, 2026, the Company recorded an unrealized gain of $770,714 on changes in the fair value of the warrant liability, resulting in a warrant liability balance of $768,951 at March 31, 2026. For further discussion, see Note 13.2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Results of Operations
Comparison of the Three Months Ended March 31, 2026 and 2025
Significant items contributing to the change in net income (loss) are summarized below. Total revenue for the three months ended March 31, 2026 was $9,155,658, an increase of $2,005,475 or approximately 28% as compared to $7,150,183 for the three months ended March 31, 2025. The increase in revenue was driven by continued growth at our New Jersey operations, which contributed $3,415,367 to revenue in the current quarter as compared to $1,771,720 in the prior-year quarter, supplemented by year-over-year growth in the Oregon and Michigan operations.
Total Revenues
All revenue for the three months ended March 31, 2026 and 2025 was earned from product sales of cannabis flower and pre-roll products. No service revenue was recorded in either period, consistent with the termination of the Vireo Growth consulting agreement in October 2024.
Cost of Revenues and Gross Profit
Cost of finished cannabis inventory sold for the three months ended March 31, 2026 was $5,198,024, an increase of $1,411,588 or approximately 37% as compared to $3,786,436 for the three months ended March 31, 2025. Cost of revenues grew at a rate faster than the rate of revenue growth (28%), largely due to mix and higher operating lease costs included in cost of sales.
Gross profit for the three months ended March 31, 2026 was $3,957,634, an increase of $593,887 or approximately 18% as compared to $3,363,747 for the three months ended March 31, 2025.
Operating Expenses
Total operating expenses for the three months ended March 31, 2026 were $3,857,980, a decrease of $215,168 or approximately 5% as compared to $4,073,148 for the three months ended March 31, 2025. The decrease was driven principally by lower share-based compensation expense ($154,994 in the current quarter as compared to $1,435,910 in the prior-year quarter, reflecting the timing of restricted share unit vesting) and lower depreciation expense ($91,162 in the current quarter as compared to $104,984 in the prior-year quarter), partially offset by an increase in general and administrative expenses to $3,611,824 in the current quarter as compared to $2,532,254 in the prior-year quarter, reflecting headcount and infrastructure additions in support of growth and expansion activities.
34
Other Income (Expense)
Total other income (expense), net was ($1,796,175) for the three months ended March 31, 2026 as compared to $2,083,581 for the three months ended March 31, 2025, a decrease of $3,879,756. The current-quarter result was driven principally by a $2,191,084 unrealized loss on the Vireo Growth warrant asset (compared to a $1,172,492 unrealized loss in the prior-year quarter) reflecting the decline in Vireo Growth’s share price during the period, partially offset by a $770,714 unrealized gain on the warrant liability that was reclassified from equity on January 1, 2026 in connection with the functional currency change, and a $66,377 unrealized gain on the Western Alliance Bank interest rate swap derivative. Interest and accretion expense was $549,980 in the current quarter as compared to $258,171 in the prior-year quarter, reflecting the larger outstanding balance under the Western Alliance Bank credit facility.
Income Tax Expense
Income tax expense for the three months ended March 31, 2026 was $516,871, with a corresponding effective tax rate of approximately 30.5%, as compared to $631,310 and an effective tax rate of approximately (46%) (on pre-tax income) for the three months ended March 31, 2025. The effective tax rate continues to be heavily influenced by the Company’s uncertain tax positions related to the treatment of certain transactions and deductions under Section 280E of the Internal Revenue Code. As at March 31, 2026, the uncertain tax liability totaled $9,280,905 (December 31, 2025 - $8,383,888), inclusive of penalties and interest, and is included in other non-current liabilities.
Net Income (Loss)
Net loss for the three months ended March 31, 2026 was ($2,213,391) as compared to net income of $742,870 for the three months ended March 31, 2025. Net loss attributable to shareholders was ($2,702,217) for the current quarter as compared to net income attributable to shareholders of $598,782 for the prior-year quarter.
Segment Reporting
The Company operates in three reportable segments - Oregon, Michigan, and New Jersey - with general corporate and administrative expenses included within “Corporate” to reconcile the reportable segments to the financial statements. The following summarizes performance by segment for the three months ended March 31, 2026 and 2025:
For the three months ended March 31, 2026: net revenue of $2,996,764 (Oregon), $2,743,527 (Michigan), and $3,415,367 (New Jersey); gross profit of $551,164 (Oregon), $1,325,262 (Michigan), and $2,081,208 (New Jersey); and net income (loss) of $64,417 (Oregon), $349,578 (Michigan), $1,044,791 (New Jersey), and $(3,676,177) (Corporate).
For the three months ended March 31, 2025: net revenue of $2,873,347 (Oregon), $2,505,116 (Michigan), and $1,771,720 (New Jersey); gross profit of $1,303,832 (Oregon), $1,129,086 (Michigan), and $930,829 (New Jersey); and net income (loss) of $682,024 (Oregon), $508,656 (Michigan), $709,263 (New Jersey), and $(1,157,073) (Corporate).
All revenue for the three months ended March 31, 2026 and 2025 was earned in the United States. For the three months ended March 31, 2026 and 2025, no customer represented more than 10% of the Company’s net revenue, and as at March 31, 2026 and December 31, 2025, no customer represented more than 10% of the Company’s accounts receivable.
35
Non-GAAP Financial Measures (EBITDA and Adjusted EBITDA)
In addition to financial measures presented in accordance with U.S. GAAP, management uses non-GAAP financial measures, including EBITDA and Adjusted EBITDA, to evaluate operating performance, for financial and operational decision-making, planning and forecasting purposes, and to compare results across accounting periods. EBITDA is defined as net income or loss before interest, taxes, depreciation and amortization, further adjusted to remove transaction costs, share-based compensation expense, accretion expense, gain or loss on derecognition of derivative liabilities, and other non-cash items or items not representative of operational performance. Adjusted EBITDA is EBITDA further adjusted for the impact of significant or unusual transactions, including, where applicable, costs associated with business acquisitions and pre-opening operating costs of new production locations.
These non-GAAP financial measures do not have any defined meaning under U.S. GAAP and may not be comparable to similarly titled measures presented by other companies. They should be considered in addition to, and not as a substitute for, financial measures prepared in accordance with U.S. GAAP. Adjusted EBITDA is intended to provide a proxy for the Company’s operating cash flow before changes in non-cash working capital.
The following table provides a reconciliation of net income (loss), as reported, to EBITDA and Adjusted EBITDA (non-GAAP) for the three months ended March 31, 2026 and 2025:
| Adjusted EBITDA Reconciliation Table (Preliminary, Unaudited) | ||||||||
| (US$) | ||||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Adjusted EBITDA Reconciliation | ||||||||
| Net income (loss) | (2,213,391 | ) | 742,870 | |||||
| Add back depreciation of property and equipment included in cost of sales | 822,531 | 434,202 | ||||||
| Add back interest and interest accretion expense | 549,980 | 258,171 | ||||||
| Add back depreciation of property and equipment | 91,162 | 104,984 | ||||||
| Add back loss on equity investment in associate | 99,657 | 153,734 | ||||||
| Add back income tax expense | 516,871 | 631,310 | ||||||
| Deduct gain on derivative liability | (66,377 | ) | (2,835,085 | ) | ||||
| Deduct interest expense and other income (expense) | (207,455 | ) | (832,893 | ) | ||||
| Add back changes in FV on warrants asset and liability | 1,420,370 | 1,172,492 | ||||||
| EBITDA | 1,013,346 | (170,215 | ) | |||||
| Add back share-based compensation | 154,994 | 1,435,910 | ||||||
| Deduct GAAP bad debt conversion adjustment | - | (79,000 | ) | |||||
| Add back pre-operational startup costs ¹ | 396,165 | - | ||||||
| Adjusted EBITDA | 1,564,505 | 1,186,695 | ||||||
| 1 | During the three months ended March 31, 2026 and 2025, we incurred $396,165 and $nil, respectively, in pre-operational startup costs associated with the investments in Minnesota. |
These figures are management’s preliminary calculations and remain subject to finalization by the finance team for any one-time adjustments (including, without limitation, transaction or acquisition costs, pre-opening operating costs of new production locations, and other items not representative of operational performance) consistent with the methodology applied in our Annual Report.
36
Liquidity and Capital Resources
Sources of Liquidity
Our ability to generate cash in the short term is based upon sales from production and financing proceeds, and in the long term is based upon sales from production (including production from investments to increase output), growth by business acquisitions, or a combination thereof. Investments to increase production or acquire businesses may require further financing. We generate operating cash flows from sales of cannabis products, the margins on which contribute to coverage of our other operating costs. Historically, we have raised financing through debt and equity, which has been and is expected to continue to be invested in the business in order to improve yields, fund operating costs, and facilitate strategic expansion.
We are typically able to sell inventory shortly after it reaches finished goods, with sales primarily made on cash-on-delivery terms or with short net terms. Our ability to fund operations, to plan capital expenditures, and to plan acquisitions, depends on future operating performance and cash flows and the availability of capital by way of debt or equity investment in the Company, which are subject to prevailing economic conditions and financial, business, and other factors, some of which are beyond our control.
We believe that our cash on hand at March 31, 2026, projected cash flows from current and future anticipated sales of finished goods, and net proceeds from current and anticipated financing activities, will be sufficient to meet our liquidity and capital resource requirements for the next twelve months from the date of issuance of this Quarterly Report on Form 10-Q.
Working Capital
At March 31, 2026 and December 31, 2025, our working capital was approximately $17,394,336 and $16,590,979, respectively, calculated as current assets less current liabilities (excluding the derivative liability and, for the current period, the warrant liabilities, in each case representing non-cash fair value items). Cash and cash equivalents were $13,701,247 at March 31, 2026 as compared to $11,371,834 at December 31, 2025. Total current assets were $24,855,479 at March 31, 2026 as compared to $22,178,714 at December 31, 2025, with the increase reflecting growth in cash and cash equivalents and accounts receivable.
Total current liabilities were $8,300,758 at March 31, 2026 as compared to $5,724,776 at December 31, 2025, with the increase reflecting growth in accounts payable and accrued liabilities ($2,731,607 at March 31, 2026 as compared to $1,262,519 at December 31, 2025) and the reclassification of $768,951 of warrant liabilities from non-current liabilities to current liabilities effective January 1, 2026 in connection with the change in functional currency, partially offset by a slight decrease in income tax payable to $286,980 at March 31, 2026 (December 31, 2025 - $296,018).
We expect significant ongoing fluctuations in working capital over time as we continue to invest in expansion of cultivation capacity at ABCO Garden State, LLC and the initial build-out of operations in Dwight, Illinois. We have historically been able to meet commitments, modify debt maturities, and raise new financing as required to respond to changes in our liquidity position, although there is no guarantee we will be able to do so in the future.
Cash Flows
Cash and cash equivalents increased by $2,329,413 during the three months ended March 31, 2026 to $13,701,247, as compared to an increase of $4,914,717 during the three months ended March 31, 2025 (from $4,917,708 at January 1, 2025 to $9,832,425 at March 31, 2025).
37
Operating Activities
Net cash provided by operating activities was $2,534,524 for the three months ended March 31, 2026, as compared to net cash used in operating activities of ($1,004,580) for the three months ended March 31, 2025. The current-quarter result reflects approximately $1,939,688 in favorable changes in non-cash working capital, principally driven by an increase in accounts payable and accrued liabilities of $1,469,088 and an increase in the uncertain tax position liability of $897,017, partially offset by an increase in accounts receivable and a slight decrease in income tax payable.
Investing Activities
Net cash used in investing activities was ($2,874,613) for the three months ended March 31, 2026, as compared to $(333,822) for the three months ended March 31, 2025. The current-quarter use was driven principally by $2,517,414 in property and equipment additions (compared to $241,532 in the prior-year quarter), supporting the build-out of cultivation capacity at ABCO Garden State, LLC through the Grandview Phase II project, the Company’s ongoing build out in Minnesota, $200,000 in investments into Rogue EBC, LLC equity interest, and $157,199 in payments of business acquisition consideration payable.
Financing Activities
Net cash provided by financing activities was $2,669,413 for the three months ended March 31, 2026, as compared to $6,245,287 for the three months ended March 31, 2025. Significant financing activities for the current quarter included: net proceeds of $2,985,000 from the sale of a 20% non-controlling interest in GRMA (gross proceeds of $3,000,000 less $15,000 of issuance costs); $21,839 in proceeds from stock option exercises; $500,000 in proceeds from long-term debt; $743,460 in repayment of long-term debt and finance leases; and $85,156 of distributions to the non-controlling interests in subsidiaries (combining $28,356 of GRMA preferred return distributions and $56,800 of dividends paid by Golden Harvests, LLC to its non-controlling interest holder).
Indebtedness
Our long-term debt and related obligations consist primarily of: (i) a senior secured credit facility (the “Credit Facility”) with Bridge Bank, a division of Western Alliance Bank (“WAB”), entered into on March 27, 2025 and amended and upsized on September 9, 2025, providing for maximum borrowings of up to $12,000,000 (fully drawn as of December 31, 2025), with a four-year term and bearing interest at the greater of (a) the Secured Overnight Financing Rate plus 4.9% and (b) 9.0% per annum; (ii) a secured note of GRU Properties, LLC dated January 12, 2024 in the principal amount of $1,285,000, maturing December 1, 2027; (iii) secured promissory notes of ABCO Garden State, LLC issued from time to time under a $1,100,000 advance facility with PMW LLC, bearing interest at 16% per annum; and (iv) a $450,000 convertible promissory note of ABCO dated October 17, 2024, bearing interest at 15% per annum and maturing October 17, 2027 (subject to extensions tied to the receipt of approval by the New Jersey Cannabis Regulatory Commission of GR Unlimited’s option to acquire equity of Nile of NJ LLC). On May 13, 2025 and September 15, 2025, we entered into interest rate swap agreements with respect to each of the $7,000,000 and $5,000,000 tranches of the Credit Facility, resulting in a blended interest rate of approximately 7.84%.
The Credit Facility contains negative covenants requiring that we maintain a fixed charge coverage ratio (as defined therein) of less than 1.5 to 1.0 and a leverage ratio (as defined therein) of no more than 2.0 to 1.0, in each case as of the last day of any fiscal quarter. As of December 31, 2025, we were in compliance with all such covenants.
As of March 31, 2026, the Company believes it was in compliance with all financial covenants under the Credit Facility, including the fixed charge coverage ratio and leverage ratio (each as defined therein).
In addition, as described under “Recent Developments” above, during the first quarter of 2026 the Company sold a 20% non-controlling interest in GRMA for net proceeds of $2,985,000.
For a complete description of our long-term debt, convertible debentures, derivative liability, and consideration payable on business acquisitions, refer to Notes 13, 14, 15, and 16 to the audited consolidated financial statements included in our Annual Report, and to Notes 11, 12, and 13 in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
38
Contractual Obligations and Commitments
Set out below are undiscounted minimum future lease payments after March 31, 2026 based on the Company’s operating and finance leases. Total operating lease payments are approximately $28,221,812 (consisting of $2,138,920 in 2026, $2,710,116 in 2027, $2,800,069 in 2028, $2,893,248 in 2029, $2,503,747 in 2030, and $15,175,712 thereafter), less unamortized interest of approximately $13,637,899, resulting in a total operating lease liability of approximately $14,583,913. Total finance lease payments are approximately $235,000 (consisting of $161,250 in 2026 and $73,874 in 2027), less unamortized interest of approximately $25,000, resulting in a total finance lease liability of approximately $210,000. The increase in operating lease obligations from December 31, 2025 primarily reflects the impact of signed lease extensions with the CEO for the Lars property quartering April of 2026.
Contractual maturities of long-term debt as of March 31, 2026 are approximately $3,941,000 due within one year, $3,669,000 due in years two through three, and $7,937,000 due thereafter, totaling undiscounted long-term debt obligations of approximately $15,547,000, less unamortized interest of approximately $2,865,262, for a total long-term debt liability of $12,682,124. For a complete description of the Company’s debt obligations, refer to Note 11 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
During the three months ended March 31, 2026 and 2025, we did not have, nor do we currently have, any off-balance sheet arrangements as defined in the rules and regulations of the SEC.
Critical Accounting Policies and Estimates
The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Significant areas requiring estimation and judgment include the assessment of transactions as business combinations or asset acquisitions; the valuation and costing of inventory; the impairment of long-lived and indefinite-lived intangible assets; fair value measurements (including share-based compensation, derivative assets and liabilities, and warrant assets and liabilities); the recoverability and measurement of deferred tax assets and liabilities; the recognition and measurement of uncertain tax positions, including those arising under Section 280E of the Internal Revenue Code; and the consolidation of entities in which we hold less than a majority of voting rights or in which we are deemed to be the primary beneficiary of a variable interest entity.
There have been no material changes to our critical accounting policies and estimates from those disclosed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in our Annual Report.
Recently Issued Accounting Pronouncements
For a discussion of recently issued and recently adopted accounting pronouncements and their expected impact, if any, on our consolidated financial statements, refer to Note 3 - Significant Accounting Policies in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, and to Note 3 to the audited consolidated financial statements included in our Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
39
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s disclosure controls and procedures were effective as of March 31, 2026.
Changes to Internal Controls and Procedures over Financial Reporting
Management, with the participation of the CEO and CFO, concluded that there were no changes in our internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
40
PART II. OTHER INFORMATION.
Item 1. Legal Proceedings.
On September 22, 2022, the SEC instituted administrative proceedings against the Company alleging violations of the Exchange Act for failing to timely file its periodic reports. We have responded and are working toward resolving the matter. At present, we are current in our Exchange Act reporting, we have also filed a registration statement with the SEC to re-register our SV Shares under the Securities Act of 1933, as amended, and, once effective, we intend to seek a resolution of the administrative proceeding on the merits of our proactive registration.
There are no additional pending legal proceedings to which we or our subsidiaries are a party or of which any of our property or assets is subject. There are no legal proceedings to which any of the directors, officers or affiliates or any associate of any such directors, officers or affiliates of either our company or our subsidiary is a party or has a material interest adverse to us.
We may, from time to time, become involved in disputes and proceedings arising in the ordinary course of business. In addition, as a public company, we are also potentially susceptible to litigation, such as claims asserting violations of securities laws. Any such claims, with or without merit, if not resolved, could be time-consuming and result in costly litigation. There can be no assurance that an adverse result in any future proceeding would not have a potentially material adverse effect on our business, results of operations, and financial condition.
Item 1A. Risk Factors
There have been no material changes from the risk factors as previously disclosed in the Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following SV Shares were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) thereof for the sale of securities not involving a public offering:
During the period ended March 31, 2026, the Company sold a 20% non-controlling interest in its subsidiary GRMA, in the form of 20 non-voting preferred units of GRMA, for gross proceeds of $3,000,000. The GRMA Units may be converted, at the holders’ discretion and for a period of up to three years, into subordinate voting shares of the Company at a conversion price of $0.65 per share, representing 4,615,384 subordinate voting shares on an as-converted basis.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2026, no director or Section 16 officer of the Company
41
EXHIBIT INDEX
42
43
|
Incorporated by Reference | ||||||||||
|
Exhibit Number |
Exhibit Description | Form | File Number | Exhibit | Filing Date | |||||
| 31.1* | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 of the Principal Executive Officer | |||||||||
| 31.2* | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 of the Principal Financial Officer | |||||||||
| 32.1* | Section 1350 Certification of the Principal Executive Officer | |||||||||
| 32.2* | Section 1350 Certification of the Principal Financial Officer | |||||||||
| 101.INS | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | |||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||||
| * | Filed herewith. |
44
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
GROWN ROGUE INTERNATIONAL INC.
| /s/ Obie Strickler | |
| By: Obie Strickler | |
| President and Chief Executive Officer and Director (Principal Executive Officer) |
|
| Dated: May 12, 2026 |
| /s/ Andrew Marchington | |
| By: Andrew Marchington | |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| Dated: May 12, 2026 |
45
Exhibit 4.1
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THAT Certain OPERATING AGREEMENT OF GROWN ROGUE MANAGEMENT ASSOCIATES llc effective as of MARCH 9, 2026 (THE “OPERATING AGREEMENT”), THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY STATE OR JURISDICTION PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN GROWN ROGUE MANAGEMENT ASSOCIATES llc, an illinois limited liability company (THE “COMPANY”), FOR AN INDEFINITE PERIOD OF TIME. AN INVESTMENT IN THE COMPANY REQUIRES THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT A HIGH DEGREE OF RISK AND A COMPLETE LACK OF LIQUIDITY.
SUBSCRIPTION AGREEMENT
Grown Rogue Management Associates LLC
March 9, 2026
The Securities described herein are being offered in a manner intended to qualify for an exemption provided by Section 4(2) and/or Regulation D of the Securities Act. Consequently, this Subscription Agreement together with its Exhibits, Schedules and other attachments has been produced in very limited quantities and may not be reproduced, forwarded or delivered to anyone other than on a confidential basis to your investment, legal, accounting or tax advisors, if any, without the prior written consent of the Manager (as defined below). The information contained herein constitutes proprietary information of the Company. Grown Rogue Unlimited, LLC serves as the Manager of the Company (the “Manager”).
AN INVESTMENT IN THE COMPANY’S SECURITIES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. INVESTORS SHOULD MAKE THEIR OWN DECISIONS AS TO WHETHER THIS OFFERING MEETS THEIR RESPECTIVE INVESTMENT OBJECTIVES AND RISK TOLERANCE LEVEL AND SHOULD CAREFULLY REVIEW AND CONSIDER THE MATTERS SET FORTH HEREIN, INCLUDING THOSE MATTERS DESCRIBED IN THE RISK FACTORS SET FORTH IN EXHIBIT D HERETO.
[Remainder of Page Intentionally Blank.]
IMPORTANT NOTIFICATIONS
Notices to Residents of All States:
IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT OR ANY OF ITS EXHIBITS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH AN OFFER IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION.
TO COMPLY WITH INTERNAL REVENUE SERVICE (“IRS”) CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF UNITED STATES FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THIS SUBSCRIPTION AGREEMENT OR ANY OF ITS EXHIBITS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY PROSPECTIVE INVESTOR, FOR THE PURPOSES OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON IT UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”); (B) SUCH DISCUSSION IS BEING USED IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) A TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
THIS SUBSCRIPTION AGREEMENT AND ITS EXHIBITS MAY CONTAIN STATEMENTS THAT CONSTITUTE “FORWARD-LOOKING STATEMENTS” AS DEFINED BY FEDERAL SECURITIES LAWS. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF TERMINOLOGY SUCH AS “ANTICIPATES,” “EXPECTS,” “INTENDS,” “PLANS,” “BELIEVES,” “SEEKS,” “ESTIMATES” AND VARIATIONS OF THESE WORDS AND SIMILAR EXPRESSIONS. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES. INVESTORS ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS, FORECASTS OR ESTIMATES OF WHAT MAY OCCUR AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE OR OF THE OCCURRENCE OF EVENTS OR OTHER FACTORS USED TO MAKE SUCH PREDICTIONS, FORECASTS OR ESTIMATES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS EXPRESSED, IMPLIED OR INFERRED FROM THE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS REFLECT only THE COMPANY’S CURRENT VIEWS AND THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE any FORWARD-LOOKING STATEMENT, INCLUDING TO REFLECT EVENTS OR CIRCUMSTANCES THAT OCCUR AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
2
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED HEREIN. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION THAT IS DIFFERENT OR TO MAKE ANY REPRESENTATION WITH RESPECT TO THE OFFERING NOT CONTAINED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SHALL NOT RELY ON ANY INVESTMENT MEMORANDUM, PRESENTATION, INVESTMENT SUMMARY, FINANCIAL FORECASTS OR OTHER INFORMATION NOT CONTAINED HEREIN OR ATTACHED HERETO, ALL OF WHICH IS SUPERSEDED HEREBY IN ITS ENTIRETY.
THIS SUBSCRIPTION AGREEMENT, INCLUDING ALL OF ITS EXHIBITS, SHOULD BE REVIEWED THOROUGHLY AND IN ITS ENTIRETY BY EACH PROSPECTIVE INVESTOR PRIOR TO MAKING AN INVESTMENT DECISION.
PRIOR TO ACCEPTING AN INVESTOR’S SUBSCRIPTION, INCLUDING BY ACCEPTING SUCH INVESTOR’S SUBSCRIPTION AMOUNT, THE COMPANY HAS THE UNCONDITIONAL RIGHT, IN THE MANAGER’S SOLE DISCRETION, TO PROMPTLY REJECT YOUR SUBSCRIPTION, IN WHOLE, FOR ANY REASON OR NO REASON. YOU WILL NOT BE DEEMED THE OWNER OF ANY units IN THE COMPANY UNLESS AND UNTIL YOUR SUBSCRIPTION HAS BEEN ACCEPTED BY THE COMPANY.
THIS SUBSCRIPTION AGREEMENT IS SUBMITTED ON A STRICTLY CONFIDENTIAL BASIS TO BE USED ONLY IN CONNECTION WITH THE CONSIDERATION OF THE PURCHASE OF THE SECURITIES OFFERED HEREBY. THIS SUBSCRIPTION AGREEMENT, INCLUDING ITS EXHIBITS, MAY NOT BE REDISTRIBUTED OR REPRODUCED, IN WHOLE OR IN PART, NOR MAY ANY OF ITS CONTENTS BE DISCLOSED, whether orally or in writing, WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGER. NOTWITHSTANDING THE FOREGOING, EACH PROSPECTIVE INVESTOR MAY DIVULGE THE CONTENTS HEREOF TO HIS, HER OR ITS LEGAL, BUSINESS, INVESTMENT AND TAX ADVISOR(S) UPON PROVIDING NOTICE IN WRITING TO EACH SUCH ADVISOR OF THE existing confidentiality obligation OF AND to such investor, and in such case, PRIMARILY IN CONNECTION WITH OBTAINING THE professional ADVICE OF SUCH PERSON(S) WITH RESPECT TO THIS OFFERING.
3
Notice to California Residents:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN QUALIFIED OR OTHERWISE APPROVED OR DISAPPROVED BY THE CALIFORNIA DEPARTMENT OF CORPORATIONS UNDER THE CALIFORNIA CORPORATIONS CODE. THESE SECURITIES ARE OFFERED IN CALIFORNIA IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTIONS 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. ACCORDINGLY, OFFERS AND SALES OF THE SECURITIES REFERRED TO HEREIN ARE STRICTLY LIMITED TO PERSONS WHO THE COMPANY DETERMINES TO HAVE MET CERTAIN FINANCIAL AND OTHER REQUIREMENTS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY WITH RESPECT TO ANY OTHER PERSON. IN ORDER TO RELY ON THE FOREGOING EXEMPTIONS, THE COMPANY WILL RELY IN TURN ON CERTAIN REPRESENTATIONS AND WARRANTIES MADE TO THE COMPANY BY THE INVESTORS IN THIS OFFERING.
Notice to Florida Residents:
THE SECURITIES OFFERED HEREBY WILL BE SOLD TO, AND ACQUIRED BY, INVESTORS IN A TRANSACTION EXEMPT UNDER §517.061 OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, WHERE SALES OF THE SECURITIES ARE MADE TO FIVE (5) OR MORE PERSONS IN FLORIDA, EACH FLORIDA PURCHASER SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER OF THE SECURITIES OR AN AGENT OF SUCH ISSUER, OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.
4
Grown Rogue Management Associates LLC
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this “Subscription Agreement”) is made and entered into as of the day set forth on the signature page to this Subscription Agreement (the “Effective Date”) by and between the undersigned and Grown Rogue Management Associates LLC, an Illinois limited liability company (the “Company”). The undersigned hereby subscribes to purchase Three Million Dollars ($3,000,000) (the “Subscription Amount”) of Preferred Units (the “Units”) in the Company at a purchase price of $3,000,000 per Unit (the “Subscription”).
The Company was formed primarily to acquire, hold, pledge or transfer an ownership interest in Sea Craft LLC, an Illinois limited liability company (the “Subsidiary”, and such securities, the “Subsidiary Securities”), and to take all actions by voting or otherwise as a member or other interest holder of the Subsidiary. The Company may also directly or indirectly engage in such other activities that are reasonably related or incidental to the foregoing business and purposes, including, without limitation, the ultimate disposition of all or part of the Subsidiary Securities. Grown Rogue Unlimited, LLC, a Delaware limited liability company, currently serves as the Manager of the Company (the “Manager”).
The initial aggregate amount of this offering of Units (the “Offering”) is $3,000,000 (the “Target Offering Amount”). However, to accommodate oversubscriptions or otherwise, the Company may, in the discretion of the Manager, accept Subscriptions in excess of the Target Offering Amount.
The Offering is being made by the Company during an offering period ending on March 13, 2026, unless extended by the Manager, in its sole discretion (and without the requirement of notice to prospective investors), for an additional period of up to 90 days or earlier terminated by the Manager, in its sole discretion (such period, the “Offering Period”).
The rights, preferences and limitations of the Units, and the rights and obligations of the undersigned as a Member of the Company, are set forth in the Operating Agreement of the Company, effective as of March 9, 2026, attached hereto as Exhibit C (the “Operating Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Operating Agreement.
Execution and delivery of this Subscription Agreement shall constitute an offer by the undersigned to purchase Units in the Company in the Subscription Amount indicated above on the terms and conditions specified herein and in the Operating Agreement. Prior to accepting a Subscription, the Company has the right, in the sole discretion of the Manager, to promptly reject such offer in whole for any reason or no reason, or, by executing a copy of this Subscription Agreement, to accept such offer in whole. Following the full execution of this Subscription Agreement, this Subscription cannot be withdrawn by the undersigned except as permitted by law. If this Subscription is accepted, then the Company will execute and deliver to the undersigned a copy of this Subscription Agreement. If the undersigned’s Subscription is rejected, then the Subscription Amount will be returned to the undersigned as promptly as practicable thereafter, without any interest thereon or deduction therefrom. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Operating Agreement.
1. Manner of Payment. Upon the full execution of this Subscription Agreement, the undersigned hereby tenders: (a) one executed copy of this Subscription Agreement; (b) one executed copy of the Joinder Agreement to the Operating Agreement in the form attached hereto as Exhibit A (the “Joinder Agreement”); (c) a completed and executed copy of the Investor Questionnaire attached hereto as Exhibit B (the “Investor Questionnaire”); and (d) payment in full of the Subscription Amount indicated above. Such payment shall be made by a wire transfer of immediately available funds to the bank account designated by the Company in writing.
5
The undersigned further agrees that, within ten (10) business days after receipt of a written reasonable request from the Company, with reasonable detail relating to the request, the undersigned shall provide such information and execute and deliver such documents as may be necessary to comply with any and all laws, rules, regulations and ordinances to which the Company reasonably determines that it is or may be subject.
2. Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company, as of the Effective Date, as follows:
(a) Accuracy of Investor’s Representations. All information provided to the Company by or on behalf of the undersigned, including, without limitation, the representations and warranties contained herein and the information set forth in the Investor Questionnaire, is true and correct in all material respects. The undersigned consents to the Company’s reliance on all such information.
(b) Examination of Available Information. The undersigned has examined, or has had an opportunity to examine before the Effective Date, any documents the undersigned has requested from the Company, to the extent such documents are (i) relevant to the Offering and/or an investment in the Company, including, without limitation, the Units, the Subsidiary Securities and the Operating Agreement, and (ii) possessed by the Company or obtainable by the Company without unreasonable effort or expense.
(c) Investor Sophistication. The undersigned has sufficient knowledge and experience in business and financial matters to evaluate the merits and risks of an investment in the Company.
(d) Access to Information. The undersigned has analyzed, reviewed and understands this Subscription Agreement and all of its exhibits, and has had an opportunity to review all such documentation with its independent counsel and tax advisor, and to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the Offering, the Company, the Units, the Subsidiary Securities, and the Operating Agreement, and all such questions have been answered to the full satisfaction of the undersigned. The undersigned has had an opportunity to obtain all additional information necessary to verify the accuracy of the information provided to him, her or it in connection herewith and to the undersigned’s knowledge, has had access to all information the undersigned has deemed material with respect to an investment in the Company.
(e) Residency of Investor. As of the Effective Date, the address set forth beneath the undersigned’s signature to this Subscription Agreement is the true and correct residence of the undersigned and the undersigned has made his, her, or its determination to invest in the Subscription in such state.
(f) Transfer Restrictions. The undersigned understands that the undersigned will not be able to sell, transfer, assign, hypothecate or pledge all or any portion of its Units without the written consent of the Manager or in accordance with the Operating Agreement.
(g) No Securities Registration. The undersigned understands that the Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws on the basis that the issuance and sale of the Units to the undersigned are made under a claim of exemption under Section 4(a)(2) of the Securities Act or under Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to Section 4(a)(2) of the Securities Act, as not involving a public offering and the applicable state exemptions. The undersigned further acknowledges that the Company’s reliance on such exemptions is, in part, based upon the representations and warranties of the undersigned made in this
6
Subscription Agreement and in the Investor Questionnaire. The undersigned agrees that he, she or it will not attempt to dispose of his, her or its Units, or any interest therein (in each case, in whole or in part), unless and until such Units have been validly registered with the SEC, or the Company has reasonably determined that the intended disposition does not violate the Securities Act or the rules and regulations of the SEC promulgated thereunder, or if applicable the “blue sky” rules of the applicable state or other jurisdiction. The Company may require and rely on an opinion of counsel in making such determination. The undersigned understands and acknowledges that the Company has no obligation to register the Offering under the Securities Act or any state securities laws, and that the Company has no intention of doing so.
(h) No Market for Units. The undersigned understands that no trading market for the Units currently exists or is likely to exist at any time in the future, and that subject to the terms of the Operating Agreement, the undersigned must bear the entire economic risk of his, her or its investment in the Company for an indefinite period of time.
(i) Affiliate Fees and Distributions. The undersigned acknowledges that the Manager and/or its Affiliates will be entitled to receive fees from the Company and distributions from the Company to the extent permitted in the Operating Agreement.
(j) Risk of Investment; Independent Legal Counsel. The undersigned understands that an investment in the Company represents a high degree of risk and is suitable only for those persons having a continuing high amount of annual income and a substantial net worth, who can afford to bear such risk indefinitely, and who have no need for liquidity from such investment, and the undersigned represents that he, she or it satisfies all such suitability requirements. The undersigned understands that his, her or its investment in the Company is subject to various risks (some of which are described in the Risk Factors) and that as a consequence of the risks which the Company may face or otherwise relating to an investment in the Company, or by the Company into the Subsidiary Securities, the undersigned could lose his, her or its entire investment in the Company, and the undersigned represents that he, she or it could bear the loss of his, her or its entire investment. The undersigned has read and understands the Risk Factors attached hereto as Exhibit D and accepts such risks knowingly and willingly, and the undersigned understands that there may be additional risks relating to an investment in the Company and accepts such risks knowingly and willingly. The undersigned acknowledges that counsel to the Company has not represented the undersigned nor provided the undersigned with any legal or other advice in connection with an investment in the Company, and that the undersigned has been recommended to seek independent professional legal, tax and financial advice in order to analyze the risks and merits of an investment in the Company.
(k) Investor Status. The undersigned is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act).
(l) Investment Intent. The undersigned is acquiring the Units for his, her or its own account, for investment only, and not with a view toward the resale or distribution thereof.
(m) Valid Agreement. This Subscription Agreement is a valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally and by general principles of equity. Without limiting the generality of the foregoing, if this Subscription Agreement is executed and delivered on behalf of a partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign (each of the foregoing, an “Entity”), (i) such Entity has taken all action and obtained all consents necessary and appropriate to duly authorize it to purchase and hold the Units, (ii) the person executing this Subscription Agreement on behalf of such Entity has been duly authorized and is duly qualified to execute and deliver this Subscription Agreement and all other instruments executed and delivered on behalf of such Entity in connection with its Subscription for or purchase of Units (including, without limitation, the Operating Agreement), (iii) the signature of the person executing this Subscription Agreement on behalf of such Entity is binding upon the Entity, and (iv) the execution and delivery of this Subscription Agreement will not violate, or conflict with, the terms of any agreement or instrument to which such Entity is a party or by which it is bound.
7
(n) Investment Company Act. The undersigned understands that the Company has not been registered under the Investment Company Act of 1940. In addition, the undersigned understands that the Company is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended.
(o) Anti-Money Laundering/OFAC Requirements. The undersigned represents and warrants as follows, with the understanding that the Company will rely on the accuracy of the following representations and warranties to establish the Company’s compliance with the laws enforced by the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”), and any other applicable laws, rules, regulations and other legal requirements relating to the combating of money laundering and/or terrorism:
(i) The undersigned, if an Entity, has exercised due diligence to establish the identity of (A) each Person who possesses the power, directly or indirectly, to direct or cause the direction of the undersigned’s management and policies, (B) each Person who holds, directly or, to the undersigned’s knowledge, indirectly, a beneficial interest in the undersigned, if ownership interests in the undersigned are not publicly traded on an exchange or an organized over-the-counter market that is regulated by any government, or any governmental body or regulatory organization empowered by a government to administer or enforce its laws as they relate to securities matters, and (C) each of its account holders, if the undersigned is a financial intermediary (e.g., a bank, brokerage firm or depository). The undersigned, if an entity, (x) maintains records of all material documents it uses to verify the identities of each Person or account holder described under clauses (A), (B) and (C) above (“Affiliated Persons”); (y) will maintain all such material records for a period of at least five years after the date on which the Units purchased or otherwise held by the undersigned have been redeemed or liquidated; and (z) will make such documentation available to the Company upon reasonable request.
(ii) The undersigned is not a “Prohibited Person” (as defined below), none of its Affiliated Persons is a Prohibited Person, and the undersigned is not acquiring, and does not intend to acquire, any Units for the direct or indirect benefit of any Prohibited Person. The undersigned acknowledges and agrees that if, at any time, the Company, in the reasonable discretion of the Manager, determines that the undersigned is or may be a Prohibited Person, or that any Prohibited Person holds or may hold a direct or indirect interest in the undersigned or in any Units held by the undersigned, the Company may, in the Manager’s reasonable discretion, (A) prohibit the undersigned from purchasing additional Units or making additional capital contributions to the Company, or (B) if legally permissible, cause the Company to redeem all or any portion of the Units purchased or otherwise held by the undersigned. “Prohibited Person” means any Person that acts or has acted (x) in contravention of any statute, rule, regulation or other legal requirement to which that Person is subject relating to the combating of money laundering (other than with respect to cannabis proceeds from state compliant activities) and/or terrorism or (y) on behalf of any Person (1) residing or having a place of business in a country or territory subject to embargo under laws enforced by OFAC or (2) identified as a terrorist, terrorist organization, specially designated national or blocked person by OFAC, any other department, agency, division, board, bureau or other instrumentality of the United States government, or any recognized international organization, multilateral expert group or governmental or industry publication.
8
(iii) The undersigned acknowledges and agrees that, notwithstanding any provision of this Subscription Agreement and the Operating Agreement to the contrary, the Company may release information, including, without limitation, confidential information, regarding the undersigned to law enforcement authorities and/or regulators if the Company determines, in the Manager’s reasonable discretion, that it is in the best interests of the Company to do so in light of the Company’s obligations and/or potential liability under any applicable statute, law, rule, regulation or other legal requirement relating to the combating of money laundering and/or terrorism.
(p) RELIANCE. THE UNDERSIGNED, IN MAKING ITS INVESTMENT DECISION, IS NOT RELYING UPON ANY INFORMATION, OTHER THAN THIS SUBSCRIPTION AGREEMENT AND THE EXHIBITS HERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED REPRESENTS THAT, IN MAKING ITS INVESTMENT DECISION, THE UNDERSIGNED HAS NOT RELIED ON AND IS NOT RELYING ON ANY INVESTMENT MEMORANDUM, PRESENTATION, INVESTMENT SUMMARY, FINANCIAL FORECASTS OR OTHER INFORMATION NOT CONTAINED HEREIN OR ATTACHED HERETO, AND THE UNDERSIGNED UNDERSTANDS AND ACKNOWLEDGES THAT ANY AND ALL OF SUCH INFORMATION IS SUPERSEDED HEREBY IN ITS ENTIRETY.
3. Representations and Warranties of the Company. The Company hereby represents and warrants to the undersigned, as of the Effective Date, as follows:
a. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois, having full power and authority to own its properties and to carry on its business as conducted.
b. The Company has the requisite power and authority to deliver this Subscription Agreement, perform its obligations herein and consummate the transactions contemplated hereby. The Company has duly executed and delivered this Subscription Agreement and has obtained the necessary authorization to execute and deliver this Subscription Agreement and to perform its obligations herein and to consummate the transactions contemplated hereby. The Units being purchased in this Subscription have been duly authorized, and upon receipt and acceptance of the Subscription Amount and subject to any requisite approval by applicable Regulatory Authorities will be fully paid, non-assessable, and issued in compliance with applicable federal and state securities laws. This Subscription Agreement, assuming the due execution and delivery hereof by the undersigned, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or at equity).
c. Unless otherwise provided herein, the execution, delivery and performance of this Subscription Agreement and the Operating Agreement do not and will not, with or without the giving of notice, the lapse of time or both (i) materially conflict with, materially violate or result in a material breach of or material default under any of the terms, conditions or provisions of, or result in or constitute a ground for termination, cancellation, modification of or acceleration of any obligations under, any contract or other instrument to which the Company is a party or by which Company may be bound, or (ii) to the Company’s knowledge, violate any law, or any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any governmental authority or which requires the consent, approval or authorization of any governmental authority.
9
d. All actions, agreements, understandings, certificates or other acts or documents necessary to provide the Company with the requisite power and authority to materially carry out the purpose of the Company have been completed or will be completed in a timely fashion.
e. Exhibit E sets forth a summary of the capitalization of the Company before the issuances relating to the offering of Units of the Company contemplated hereby. The undersigned understands, acknowledges and agrees that the capitalization of the Company after such issuance is not included in Exhibit E. Except as set forth in this Subscription Agreement, including in Exhibit E, as of the Effective Date, other than the Offering, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any person, entity, trust or other vehicle any right to subscribe for or acquire any Units, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Units. Except as set forth in this Subscription Agreement, including in Exhibit D, the issuance and sale of the Units will not obligate the Company to issue units or other securities to any Person (other than the undersigned and any other Person participating in the Subscription) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any such securities. All of the outstanding Units have been duly authorized, are fully paid and non-assessable and were issued in compliance with all applicable federal and state securities laws. No further approval or authorization of any Member, Manager, or others is required for the issuance and sale of the Units.
4. Indemnification. The undersigned acknowledges that he, she or it understands the meaning and legal consequences of the representations and warranties contained in Section 2 hereof, and the undersigned hereby agrees to indemnify and hold harmless the Company, the Manager and each Member, and the Affiliates, officers, directors, managers, members, employees, agents and representatives (including professional advisors) of each of the foregoing, in each case, from and against any and all loss, damage, liability and expense (including, without limitation, reasonable attorneys’ fees) due to or arising out of a material breach of or any inaccuracy in any representation or warranty made by the undersigned herein or in any exhibit hereto. The Company acknowledges that it understands the meaning and legal consequences of the representations and warranties contained in Section 3 hereof, and the Company hereby agrees to indemnify and hold harmless the undersigned and the Affiliates, officers, directors, managers, members, employees, agents and representatives (including professional advisors) of the foregoing, in each case, from and against any and all loss, damage, liability and expense (including, without limitation, reasonable attorneys’ fees) due to or arising out of a material breach of or any inaccuracy in any representation or warranty made by the Company herein or in any exhibit. Should the undersigned or the Company be found liable for any losses hereunder for any reason, the sole and exclusive remedy of the party indemnified hereunder in any situation, whether in contract or tort, or otherwise, shall be limited to the actual and direct damages, including any defense costs, as applicable. Under no circumstances will any party be liable hereunder for consequential, incidental, indirect, or punitive damages, or for lost profits.
5. Operating Agreement. If and to the extent the Subscription is accepted by the Company, the undersigned hereby reiterates his, her or its acceptance of the Operating Agreement, ratifies and adopts each and every provision of the Operating Agreement, and agrees to be bound and governed thereby. The Company covenants and agrees that the Amended and Restated Operating Agreement of SEA Craft LLC, an Illinois limited liability company, or the operating agreement of any other license holding entity that the Company invests in as an alternative to an investment in SEA Craft LLC will not be amended in any way that would cause the Company to not be entitled to receive one hundred percent (100%) of the distributions of SEA Craft LLC or such other alternative entity.
10
6. Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements contained herein shall survive the delivery of, and the payment for, the Units until the expiration of the applicable statute of limitations.
7. Miscellaneous.
(a) Notices. Any and all notices, designations, consents, offers, acceptances or any other communication provided for herein shall be given in writing by (i) recognized local same day or next day delivery courier, (ii) when sent by electronic mail (without receipt of any transmission error message), or (iii) Federal Express or other similar internationally recognized overnight delivery service, in each instance, with receipt requested; shall be deemed to have been given on the earlier to occur of the date of actual delivery, or one day after delivered to Federal Express or other similar internationally recognized overnight delivery service for next day delivery; and shall be addressed, in the case of the Company, to 550 Airport Road, Medford, OR 97504, Attn: J. Obie Strickler, and in the case of the undersigned, to the address of the undersigned indicated on the signature page hereto, or in each case, to such other address as may be designated in writing by either party pursuant to this paragraph.
(b) Entire Agreement. This Subscription Agreement, together with the exhibits attached hereto and the Operating Agreement, contains the entire understanding among the parties hereto and supersedes any prior agreement and understanding between or among them, whether written or oral, with respect to the Offering and the undersigned’s investment in the Company.
(c) Amendments. This Subscription Agreement may be amended only by a written agreement signed by both of the parties hereto.
(d) Binding Effect. Except as herein otherwise provided to the contrary, this Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, heirs, successors and permitted assigns.
(e) No Assignment. The undersigned may not assign or otherwise transfer any of his, her or its rights or interests in or under this Subscription Agreement without the prior written consent of the Company, which may be withheld, delayed or conditioned in the sole discretion of the Manager, and any attempted assignment or other transfer without such consent shall be void and without effect.
(f) Fees and Expenses. Promptly following the full execution of the Subscription Agreement by and between the Company and [REDACTED], a [REDACTED] limited liability company (the “Lead Investor”), the Company shall pay the reasonable legal and administrative fees and expenses of Lead Investor in an amount not to exceed $15,000 (the “Investor Fees”). The Company shall pay the Investor Fees directly to the undersigned’s legal and administrative advisors concurrent with the date of the full execution of such Lead Investor’s Subscription Agreement.
(g) No Third Party Beneficiary. Nothing contained in this Subscription Agreement is intended to benefit any third parties not specifically herein enumerated, it being expressly understood that the benefits, duties and obligations of the parties hereto are solely and exclusively the rights and obligations of said parties and are not intended to benefit any third parties unless expressly stated herein.
(h) Counterparts. This Subscription Agreement may be executed in one or more counterparts, and all so executed shall constitute one Subscription Agreement binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart. In addition, notwithstanding Section 7(a), above, this Subscription Agreement may be transmitted electronically (including by DocuSign), and it is the intent of the parties that the electronic copy (or a photocopy or PDF copy) of any signature printed by a receiving computer printer shall be deemed an original signature and shall have the same force and effect as an original signature.
11
(i) Provisions Severable. In the event any sentence, paragraph, provision, section or article of this Subscription Agreement is declared by a court of competent jurisdiction to be void, such sentence, paragraph, provision, section or article shall be deemed severed from the remainder of this Subscription Agreement and the balance of this Subscription Agreement shall remain in effect.
(j) Titles or Captions. Titles or captions in this Subscription Agreement are inserted only as a matter of convenience and are for reference only. Such titles and captions shall not be construed to define, limit, extend or describe the scope of this Subscription Agreement nor the intent of any provision.
(k) Number and Gender. Whenever required by the context hereof, the singular shall include the plural, and vice versa, and the masculine gender shall include the feminine and neuter genders, and vice versa.
(l) Waiver. Any waiver by any party hereto of any of its rights or remedies under this Subscription Agreement or of any breach or violation of or default under this Subscription Agreement must be in writing and signed by the party to be charged thereunder and shall not constitute a waiver of any of its other rights or remedies or of any other or future breach, violation or default hereunder.
(m) Prevailing Party. In the event of any suit, action or other proceeding with regard to this Subscription Agreement, the prevailing party shall be entitled to receive from the non-prevailing party, and the non-prevailing party shall pay upon demand, all reasonable fees and expenses of counsel for the prevailing party, in addition to any other relief available.
(n) Further Assurances. The parties hereby agree from time to time to execute and deliver such further and other documents, certificates, instruments and amendments and to do all matters and things which may be convenient or necessary to more effectively and completely carry out the intentions and purposes of this Subscription Agreement.
(o) Applicable Law. This Subscription Agreement and the rights of the parties hereunder shall be governed by and interpreted and construed in accordance with the laws of the State of Illinois, without regard to conflict or choice of law provisions thereof.
(p) Jurisdiction; Venue. Any suit, action or proceeding against any party with respect to this Subscription Agreement or any judgment entered by any court in respect of this Subscription Agreement shall be brought only in state or federal court located in Cook County, Illinois, and the parties accept the exclusive jurisdiction of those courts for the purpose of any such suit, action or proceeding. In addition, the parties irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Subscription Agreement, or any judgment entered by any court in respect hereof, brought in such courts, and further irrevocably waive any claim that any suit, action or proceeding brought in such courts was brought in an inconvenient forum.
(q) Waiver of Jury Trial; Public Policy. EACH PARTY TO THIS SUBSCRIPTION AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY SUIT, ACTION, CLAIM, DEMAND, PROCEEDING OR COUNTERCLAIM ARISING FROM, INCIDENT TO OR OTHERWISE IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH PARTY TO THIS SUBSCRIPTION AGREEMENT HEREBY IRREVOCABLY WAIVES ANY DEFENSE BASED ON FEDERAL LAW OR THAT THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT ARE VOID AS AGAINST PUBLIC POLICY OR BASED ON ILLEGALITY UNDER FEDERAL CANNABIS LAWS.
[Signature Page Follows.]
12
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of March 9, 2026.
|
$ __________ |
Name of Investor | |
| Subscription Amount (subscribed for by investor and paid in full herewith) | ||
| Signature of Investor | ||
| If Investor is a corporation, partnership or other entity, then please print name and title(s) of person signing on behalf of Investor | ||
| Address of Investor | ||
| E-mail Address of Investor | ||
| Telephone Number of Investor |
[Signature Page to Subscription Agreement]
13
|
Accepted in ______________________ on ______________, 2026 (city, state) | ||||
|
GROWN ROGUE MANAGEMENT ASSOCIATES LLC, an Illinois limited liability company |
||||
| By: | Grown Rogue Unlimited, LLC, its Manager |
|||
| By: | $___________________ | |||
| Name: | J. Obie Strickler | Subscription Amount | ||
| Title: | Manager | accepted by the Company | ||
[Signature Page to Subscription Agreement]
14
EXHIBIT A
Joinder Agreement
[See Attached.]
A-1
JOINDER AGREEMENT
The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Operating Agreement of Grown Rogue Management Associates LLC, an Illinois limited liability company (the “Company”), dated as of March 9, 2026 (as the same may be amended or amended and restated from time to time, the “Operating Agreement”). Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to them in the Operating Agreement.
By executing and delivering this Joinder Agreement to the Operating Agreement, the undersigned hereby agrees to be admitted as a Member of the Company and to become a party to, to be bound by, and to comply with the provisions of the Operating Agreement in the same manner as if the undersigned were an original signatory to such agreement as a Member. In connection therewith and without limiting the foregoing, effective as of the date hereof the undersigned hereby makes the representations and warranties contained in the Operating Agreement.
Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the __ day of ____________, 2026.
| Name: | ||
| Address: | ||
| Fax Number: | (_______________) _____________- __________________ | |
| Email: |
| For individual Member: | For Members other than individuals: | ||
| Signature | Print or type name of Member | ||
| By: | |||
| Print or type name of Member | Name: | ||
| Title: | |||
| Acknowledged and accepted: | |||
| Grown Rogue Management Associates LLC | |||
| By: | Grown Rogue Unlimited, LLC, its Manager |
||
| By: | |||
| Name: | |||
| Title: | |||
A-2
EXHIBIT b
Investor Questionnaire
[See Attached.]
B-1
GROWN ROGUE MANAGEMENT ASSOCIATES LLC
INVESTOR QUESTIONNAIRE
This Investor Questionnaire (“Investor Questionnaire”) is being distributed to certain individuals and entities which may be offered the opportunity to Preferred Units (the “Securities”) of GROWN ROGUE MANAGEMENT ASSOCIATES LLC, an Illinois limited liability company (the “Company”). The purpose of this Investor Questionnaire is to assure the Company that all such offers and purchases will meet the standards imposed by the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws.
All answers will be kept confidential; provided that, by signing this Investor Questionnaire, the undersigned agrees that this information may be provided by the Company to its tax, legal and financial advisors, and the Company and such advisors may rely on the information set forth in this Investor Questionnaire for purposes of complying with all applicable securities laws and may present this Investor Questionnaire to such parties as it reasonably deems appropriate if called upon to establish its compliance with such securities laws. The undersigned represents that the information contained herein is complete and accurate and will notify the Company of any material change in any of such information prior to the undersigned’s investment in the Company.
| For Individual Investors |
Accredited Investor Certification. The undersigned makes one or more of the following representations regarding its income, net worth, status as a “family client” of a “family office,” and/or certain professional certifications or designations and certain related matters and has checked the applicable representation:
| [__] | The undersigned’s income1 during each of the last two years exceeded $200,000 or, if the undersigned is married or has a spousal equivalent2, the joint income of the undersigned and the undersigned’s spouse or spousal equivalent, as applicable, during each of the last two years exceeds $300,000, and the undersigned reasonably expects the undersigned’s income, from all sources during this year, will exceed $200,000 or, if the undersigned is married or has a spousal equivalent, the joint income of undersigned and the undersigned’s spouse or spousal equivalent, as applicable, from all sources during this year will exceed $300,000. |
| 1 | For purposes of this Investor Questionnaire, “income” means adjusted gross income, as reported for federal income tax purposes, increased by the following amounts: (a) the amount of any tax exempt interest income received, (b) the amount of losses claimed as a limited partner in a limited partnership, (c) any deduction claimed for depletion, (d) amounts contributed to an IRA or Keogh retirement plan, (e) alimony paid, and (f) any amounts by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Code. | |
| 2 | For purposes of this Investor Questionnaire, “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse. |
B-2
| [__] | The undersigned’s net worth,3 including the net worth of the undersigned’s spouse or spousal equivalent, as applicable, is in excess of $1,000,000 (excluding the value of the undersigned’s primary residence). |
| [__] | The undersigned is a holder in good standing of one or more of the following certifications or designations administered by the Financial Industry Regulatory Authority, Inc. (FINRA): the Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), or Licensed Private Securities Offerings Representative (Series 82). |
| [__] | The undersigned is a “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), of a family office as defined in rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment, and whose prospective investment is directed by such family office pursuant to clause (iii) of this sentence. |
| [__] | The undersigned cannot make any of the representations set forth above. |
| For Entity Investors |
Accredited Investor Certification. The undersigned makes one of the following representations regarding its net worth and certain related matters and has checked the applicable representation:
| [__] | The undersigned is a trust not formed for the specific purpose of acquiring the Securities with total assets in excess of $5,000,000, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. |
| [__] | The undersigned is (i) a bank as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in an individual or a fiduciary capacity, (ii) an investment adviser registered pursuant to Section 203 of the Advisers Act or registered pursuant to the laws of a state, (iii) an investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Advisers Act, (iv) an insurance company as defined in Section 2(a)(13) of the Act, (v) an investment company registered under the United States Investment Company Act of 1940, as amended, or a business development company, as defined in Section 2(a)(48) of that act, (vi) a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended, (vii) a Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, (viii) a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act, as amended, (ix) a plan with total assets in excess of $5,000,000 established and maintained by a state (or political subdivision or agency thereof) for the benefit of its employees, or (x) a private business development company as defined in Section 202(a)(22) of the Advisers Act. |
| 3 | For purposes of this Investor Questionnaire, “net worth” means the excess of total assets, excluding your primary residence, at fair market value, over total liabilities, including your mortgage or any other liability secured by your primary residence only if and to the extent that it exceeds the value of your primary residence. Net worth should include the value of any other shares of stock or options held by you and your spouse or spousal equivalent and any personal property owned by you or your spouse or spousal equivalent (e.g. furniture, jewelry, other valuables, etc.). For the purposes of calculating joint net worth: joint net worth can be the aggregate net worth of you and your spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. |
B-3
| [__] | The undersigned is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and either all investment decisions are made by a plan fiduciary as defined in Section 3(21) of such act, and the plan fiduciary is either a bank, savings and loan association, insurance company, or registered investment advisor, or the undersigned has total assets in excess of $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors. |
| [__] | The undersigned is a corporation, limited liability company, partnership, business trust or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), in each case, that was not formed for the purpose of acquiring the Securities and has total assets in excess of $5,000,000. |
| [__] | The undersigned is an entity in which all of the equity owners (in the case of a revocable living trust, its grantor(s)) qualify under any of the above subparagraphs, or, if an individual, each such individual has a net worth,2 either individually or upon a joint basis with such individual’s spouse or spousal equivalent, as applicable, in excess of $1,000,000 (within the meaning of such terms as used in the definition of “accredited investor” contained in Rule 501 under the Act), or has had an individual income1 in excess of $200,000 for each of the two most recent years, or a joint income with such individual’s spouse or spousal equivalent, as applicable, in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year. |
| [__] | The undersigned is an entity, of a type not listed in any of the paragraphs above, which was not formed for the specific purpose of acquiring the Securities offered, owning investments in excess of $5,000,000. For purposes of this clause, “investments” means investments as defined in Rule 2a51-1(b) under the Investment Company Act of 1940. |
| [__] | The undersigned is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the Securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment. |
| [__] | The undersigned is a “family client,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements in the above paragraph and whose prospective investment is directed by such family office pursuant to clause (iii) of the above paragraph. |
| [__] | The undersigned cannot make any of the representations set forth above. |
[Signature Page to Follow]
B-4
In Witness Whereof, the undersigned has executed this Investor Questionnaire as of the date written below.
| Full Name of Investor (individual or entity) | |
| (Signature) | |
| Name of Signing Party (Please Print) | |
| Title of Signing Party if entity (Please Print) | |
| Address | |
| Date Signed |
B-5
EXHIBIT c
Operating Agreement
[See Attached.]
C-1
EXHIBIT D
Risk Factors
For purposes of this Exhibit D, the terms “we,” “us,” “our,” and “GR” refer to the Company, and the term “you” refers to the investor executing the Subscription Agreement to which this Exhibit D is attached. You are urged to consider carefully, with your advisers, all of the risks described in this Exhibit D (collectively, these “Risk Factors”) before deciding whether to purchase Units. Each of the risks identified in these Risk Factors could have a material adverse effect on your investment in the Units and may result in the loss of your entire investment.
Disclaimers
An investment in the Company involves a high degree of risk. In addition to the other information contained in this Subscription Agreement, you should carefully consider these Risk Factors before making an investment decision. In addition to the risks specifically identified in these Risk Factors, we may face additional risks and uncertainties not presently known to us or that we currently deem immaterial, which risks or uncertainties may ultimately have a material adverse effect on your investment.
These Risk Factors contain forward-looking statements that are based on our expectations, assumptions, estimates, and projections about our business and its future. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in these Risk Factors.
Nothing contained in these Risk Factors is, or may be relied on as, a promise or representation as to any future performance or event. These Risk Factors speak only as of the Effective Date, and we have no duty to update these Risk Factors. These Risk Factors do not purport to contain all information that might be required to evaluate your decision to purchase the Units, and you must conduct your own independent analysis.
No person has been authorized to give any information or to make any representation other than those contained in this Subscription Agreement. You should not rely on any information or representations other than those contained in this Subscription Agreement.
Company Risks
| 1. | We have a limited operating history. While our principals have operated other successful cannabis companies, including affiliates of the Company, the Company has been idle and has a limited recent operating history. As a result, we face the general risks associated with any new business operating in a competitive industry, including the ability to fund our operations from unpredictable cash flow and capital-raising transactions. There can be no assurance that we will achieve our anticipated investment objectives or operate profitably. We encourage you to consult with your legal and financial advisors to determine whether you have sufficient financial information to evaluate the merits and risks of purchasing the Units. |
| 2. | We have no financial statements. While our ultimate parent company, Grown Rogue Unlimited, LLC, has financial statements, the Company does not currently have actual, stand-alone financial statements. Consequently, your ability to assess the Company’s financial condition, results of operations, and cash flow is limited. We encourage you to consult with your legal and financial advisors to determine whether you have sufficient financial information to evaluate the merits and risks of purchasing the Units. |
| 3. | Any financial projections that may have been disclosed to you (in writing, orally, or otherwise) were for illustrative purposes only. Any financial projections that may have been disclosed to you were based on a variety of estimates and assumptions which may not be realized and are inherently subject to significant business, economic, legal, regulatory, and competitive uncertainties, some of which are beyond our control. There can be no assurance that any projections that may have been disclosed to you will be realized, and actual results may differ materially from such projections. |
D-1
| 4. | We may need to raise additional financing. Our ability to implement our business plan may depend on our ability to obtain additional financing in the future. If we decide to raising additional funds, we cannot assure you that we will be able to do so or that additional financing will be available on terms favorable to us. If adequate funds are not available on acceptable terms, our ability to grow our business would be dependent on funds from the sale of Units and on cash flow, if any, from our operations, which may not be sufficient. |
| 5. | Use of Proceeds. Proceeds of the Units will be used for the payment of expenses and liabilities and for growth of our business. The Company has broad discretion to allocate the use of proceeds from your investment. Accordingly, you will be relying on the judgment of the Manager with regard to the use of the proceeds and it is possible that the proceeds will be used in a way that does not yield a favorable return on your investment. |
| 6. | Our success depends on the skills and expertise of our Manager and certain officers. Our success substantially depends on the skills, talents, abilities, and continued services of the Manager and certain officers. There is no guarantee that they will manage our business successfully. We do not carry life or disability insurance on any officer. The loss of the services of any officer, for any reason, may have a material adverse effect on your investment. |
| 7. | Our success depends on our ability to hire and retain additional qualified individuals. Our success substantially depends on our ability to hire and retain individuals to operate our business and implement our business plan. There is no assurance that we will be able to hire or retain qualified individuals, or that the individuals hired will be able to successfully operate our business and implement our business plan. |
Marijuana Industry Risks
| 8. | Our business is illegal under federal law and may subject our investors to enforcement action or asset forfeiture. Producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a federal crime. Under the Federal Controlled Substances Act of 1970 (the “Federal CSA”), marijuana is classified as a Schedule I drug, which is defined as a drug having a high potential for abuse and no currently accepted medical use. Schedule I drugs are the most tightly restricted category of drugs under the Federal CSA. Additionally, the Supremacy Clause of the United States Constitution establishes that the Constitution, federal laws made pursuant to the Constitution, and treaties made under the Constitution’s authority constitute the supreme law of the land. The Supremacy Clause provides that state courts are bound by the supreme law; in case of conflict between federal and state law, including state law legalizing certain cannabis uses, the federal law must be applied. |
Until Congress amends the Federal CSA with respect to marijuana use, there is a risk that federal authorities may enforce current federal law, and we may be deemed to be producing, processing, or selling marijuana (or facilitating the same) in violation of federal law or they may seek to bring an action or actions against you as an investor in the Company, including a claim of aiding and abetting another’s criminal activities. The Federal aiding and abetting statute provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” 18 U.S.C. §2(a). Such an action would have a material negative effect on our business and operations. As a result of such an action, we may be forced to cease operations and our investors could lose their entire investment. Additionally, even if the federal government does not prove a violation of the Federal CSA, the federal government may seize, through civil asset forfeiture proceedings, certain Company assets such as equipment, real estate, moneys and proceeds, or your assets as an investor in the Company, if the federal government can prove a substantial connection between these assets or your investment and marijuana distribution or cultivation.
D-2
Because marijuana is illegal under federal law, investing in a cannabis business such as ours could be found to violate the Federal CSA. As a result, individuals involved with the Company, including investors and lenders, may be indicted under federal law. Your investment in the Company may: (a) expose you personally to criminal liability under federal law, resulting in monetary fines and jail time; and (b) expose any real and personal property used in connection with our business to seizure by and forfeiture to the federal government.
| 9. | Our contracts may be unenforceable and property may be subject to seizure. As the Federal CSA currently prohibits the production, processing and use of marijuana, our contracts with third parties (suppliers, vendors, landlords, etc.) pertaining to the production, processing, or selling of marijuana-related products, including any leases for real property, may be unenforceable. In addition, if the federal government begins strict enforcement of the Federal CSA, any property (personal or real) used in connection with a marijuana-related businesses may be seized by and forfeited to the federal government. In this case, our inability to enforce contracts or any loss of business property (whether ours or our vendors’) will have a material adverse effect on us. |
| 10. | We will not be able to deduct many normal business expenses. Under Section 280E of the Internal Revenue Code (“Section 280E”), many normal business expenses incurred in the trafficking of marijuana and its derivatives are not deductible in calculating our federal and state income tax liability. A result of Section 280E is that an otherwise profitable business may in fact operate at a loss, after taking into account its income tax expenses. Although we have accounted for Section 280E in our financial projections and models, the application of Section 280E may have a material adverse effect on us. |
| 11. | Our success depends on our ability to obtain marijuana licenses from the state authorities. Our success depends on our ability to obtain and maintain marijuana licenses from state and local authorities, including, but not limited to, the Illinois Department of Agriculture (“IDOA”). If we fail to obtain one or more marijuana production and/or wholesale licenses from the IDOA or other applicable state or local Government Authorities, such failure will have a material adverse effect on our business. |
| 12. | Our business is highly regulated and we may not be issued necessary licenses, permits, and cards. Our business and products are and will continue to be regulated as applicable laws continue to change and develop. Regulatory compliance and the process of obtaining regulatory approvals can be costly and time-consuming. Even if we obtain one or more licenses from the IDOA, no assurance can be given that we will receive all of the other licenses and permits that will be required to operate our business. Further we cannot predict what kind of regulatory requirements our business will be subject to in the future. |
| 13. | The marijuana industry faces significant opposition. It is believed by many that large well-funded businesses may have strong economic opposition to the marijuana industry. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the marijuana industry. Any inroads the pharmaceutical industry could make in halting or impeding the marijuana industry could have a material adverse effect on us. |
| 14. | We have numerous competitors. We have numerous competitors throughout the State of Illinois utilizing a substantially similar business model. Excessive competition may impact our sales and may cause us to reduce our prices. Any material reduction in our prices may have a material adverse effect on our financials. |
| 15. | Local laws and ordinances could restrict our business activity. Although legal under Illinois state law, local governments may have the ability to limit, restrict, and ban marijuana businesses from operating within their jurisdiction. Land use, zoning, local ordinances, and similar laws could be adopted or changed, and have a material adverse effect on our business. |
D-3
| 16. | We may not be able to obtain or maintain a bank account. Because producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a crime under the Federal CSA, most banks and other financial institutions are unwilling to provide banking services to marijuana businesses due to concerns about criminal liability under the Federal CSA as well as concerns related to federal money laundering rules under the Bank Secrecy Act. Though guidelines issued in past years allow financial institutions to provide bank accounts to certain cannabis businesses, few banks have taken advantage of those guidelines and many cannabis businesses still operate on an all-cash basis. Operating on an all-cash or predominantly-cash basis would make it difficult for the Company to manage its business, pay its employees and pay its taxes, and may create serious safety issues for the Company, its employees and its service providers. Although the Company currently has a bank account, our inability and the inability of our subsidiaries to maintain a bank account, or obtain and maintain other bank accounts, could have a material adverse effect on us. |
| 17. | The protections of bankruptcy law may be unavailable to us. As discussed above, the use of marijuana is illegal under federal law. Therefore, it may be argued that the federal bankruptcy courts cannot provide relief for parties who engage in marijuana or marijuana-related businesses. Recent bankruptcy court rulings have denied bankruptcies for companies like the Subsidiary upon the justification that businesses cannot violate federal law and then claim the benefits of federal bankruptcy for the same activity. In addition, some courts have reasoned that courts cannot ask a bankruptcy trustee to take possession of and distribute marijuana assets as such action would violate the Federal CSA. Therefore, we may not be able to seek the protection of the bankruptcy courts for the equal protection of creditors or debtor-in-possession financing or obtain credit from federal-chartered financial institutions. |
| 18. | We will not be able to register any federal trademarks for our marijuana products. Because producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a crime under the Federal CSA, the United States Patent and Trademark Office will not permit the registration of any trademark that identifies marijuana products. As a result, we likely will be unable to protect our marijuana product trademarks beyond the geographic areas in which we conduct business, unless we can successfully demonstrate that any of our trademarks is unrelated to producing, manufacturing, processing, possessing, distributing, selling, and using marijuana. The use of our trademarks outside the State of Illinois by one or more other persons could have a material adverse effect on our business. |
| 19. | Laws will continue to change rapidly for the foreseeable future. Local, state, and federal laws and enforcement policies concerning marijuana-related conduct are changing rapidly and will continue to do so for the foreseeable future. Changes in applicable law are unpredictable and could have a material adverse effect on our business. |
There is a relatively small body of interpretive guidance and no case law available to understand how certain laws, rules, and regulations will be interpreted or applied by enforcement agencies or the courts. Accordingly, businesses such as the Company often operate in a grey area, which subject the Company to the risk that it will unintentionally violate laws, rules, or regulations. Any such violations could have significant adverse consequences for the Company’s business, including the loss of its ability to conduct operations.
| 20. | Due to our involvement in the cannabis industry, we may have a difficult time obtaining insurance which may expose us to additional risk and financial liabilities. Insurance that is otherwise readily available, such as workers compensation, general liability, and directors and officers insurance, is more difficult for us to find, and more expensive, because we are in the cannabis industry. There are no guarantees that we will be able to find such insurance in the future, or that the cost will be affordable to us. If we are forced to go without such insurance, it may prevent us from entering into certain business sectors, may inhibit our growth, may expose us to additional risk and financial liabilities and could have a material adverse effect on us. |
D-4
| 21. | Entry bans into the United States may be enforced against foreign investors and others. Foreign investors in the Company and the parent company’s directors, officers and employees may be subject to entry bans into the United States. News media have reported that United States immigration authorities have increased scrutiny of Canadian citizens who are crossing the United States–Canada border with respect to persons involved in cannabis businesses in the United States. There have been a number of Canadians barred from entering the United States as a result of an investment in or act related to United States cannabis businesses. In some cases, entry has been barred for extended periods of time. The Company’s officers or employees traveling to the United States for the benefit of the Company may encounter enhanced scrutiny by United States immigration authorities that may result in the employee not being permitted to enter the United States for a specified period of time. If this happens to the Company’s officers or employees, this may reduce our ability to manage our business effectively and have a material adverse effect on our business. |
| 22. | Cannabis-related businesses have certain security risks. Given the nature of the Company’s products and the concentration of inventory in its facilities, despite meeting or applicable security requirements, there remains a risk of shrinkage as well as theft. A security breach at one of the Company’s facilities could expose the Company to additional liability and to potentially costly litigation, increase expenses relating to the resolution and future prevention of these breaches and may deter potential customers from choosing the Company’s products, or employees from joining or staying with the Company. This in turn, may have a material adverse effect on the Company’s financial position and operations. |
| 23. | There is uncertainty regarding the Company’s security measures. The Company’s facilities could be subject to break-ins, robberies and other breaches in security. If there was a breach in security, the loss of cannabis material, work-in-process, or equipment could have a material adverse impact on the business, financial condition and results of operation of the Company. In addition, due to banking restrictions, the Company holds cash and there is a risk of theft or robbery during the transport of cash. The Company has taken steps to prevent theft or robbery of cash during transport, but there can be no assurance that there will not be a security breach during the transport and the movement of cash involving the theft of product or cash. |
| 24. | The Company may be subject to product liability claims. As a distributor of products designed to be ingested by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of cannabis products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of cannabis products alone or in combination with other medications or substances could occur. The Company may be subject to various product liability claims, including, among others, that the products sold by the Company caused or contributed to injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. Product liability claims or regulatory action against the Company could result in increased costs, could adversely affect the Company’s reputation and goodwill with its consumers generally, and could have a material adverse effect on the Company’s business, financial condition and results of operations. If required, there can be no assurances that the Company will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of products. |
D-5
Securities Risks
| 25. | You will not have any right to control management. You will be a member of the Company without any right to control the management of the Company. The Manager will have complete control over all of the decisions related to our business, and could cause the Company to take actions over your objections. Additionally, the Manager will not be obligated to cause the Company to pursue any alternative course of action that may be suggested or advocated by you. |
| 26. | There will be significant restrictions on your ability to assign the Units. The Units are subject to transfer restrictions as set forth in the Operating Agreement. Federal and state securities laws may place additional restrictions on your ability to transfer the Units. Because of these restrictions, you may be unable to liquidate your investment in the event of an emergency or for any other reason. As a result, you should purchase the Units only if you are prepared to hold the Units for an indefinite period of time. |
| 27. | This Subscription Agreement has not been reviewed or approved by the government. No government agency or authority has reviewed or approved this Subscription Agreement, the Operating Agreement, the Units, or any of the documents provided to you relating to this Subscription Agreement or the Units, including these Risk Factors. You are expected to conduct your own review and analysis before deciding whether to purchase the Units. |
| 28. | An investment in the Units has significant tax consequences. The tax consequences of purchasing the Units are significant and complex, and may vary depending on your particular tax situation. We strongly encourage you to consult with your legal and tax advisors to determine the tax implications of purchasing the Units. |
| 29. | Related parties to the Company may purchase Units. The Company’s and its affiliates’ shareholders, members, managers, directors, officers, and employees (and their respective family members and related entities and trusts) may, at their option, purchase Units on the same terms and conditions as other unrelated investors. All Units purchased by such persons will be subject to the same restrictions on transfer as Units purchased by other investors. Conflicts of interest could arise between Unit holders who are, or are related to, shareholders, members, managers, directors, officers, or employees of the Company and those Unit holders who have no such relationship with or knowledge of the Company. |
| 30. | The determination of the offering amount was subjective. The amount of Units that the Company may offer is unlimited and may bear no relationship to the Company’s earnings potential or to the Company’s asset value, book value, net worth or other established criteria of value. The amount was established by the subjective projections of the Manager regarding the Company’s potential business results. |
| 31. | The Units may not be a suitable investment. The Units may not be a suitable investment for every investor, and the Company advises you to consult your investment, tax, and other professional financial advisors before deciding whether to purchase the Units. The Units may not be a suitable investment for you based on your ability to withstand a total loss of your investment or other aspects of your financial situation, including your income, net worth, financial needs, investment risk profile, return objectives, investment experience and other factors. Before deciding whether to purchase Units, you should consider your investment allocation with respect to the amount of your contemplated investment in the Units in relation to your other investment holdings and the diversity of those holdings. |
D-6
EXHIBIT E
Company Capitalization
| Member | Common Units | Preferred Units | Percentage Interest | As-Converted Percentage Interest |
| Grown Rogue Unlimited, LLC | 80 | 100.00% | 100.00% | |
| Total | 100.00% | 100.00% |
E-1
Exhibit 10.19
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”), dated as of March 11, 2026 (the “Agreement Date”), is entered into by and among Grown Rogue Management Associates, LLC, an Illinois limited liability company (“Buyer”), Inventionport, Inc., an Illinois corporation (“Kane Seller”), Forefathers Ventures LLC, an Illinois limited liability company (“Wilson Seller,” and together with Kane Seller, collectively, “Sellers”) and Sea Craft, LLC, an Illinois limited liability company (the “Company,” and together with Sellers, the “Company Group”).
RECITALS
WHEREAS, (i) Kane Seller owns a membership interest in the Company constituting forty-nine percent (49%) of the issued and outstanding ownership interests of the Company (the “Minority Interest”), and (ii) Wilson Seller owns a membership interest in the Company constituting fifty-one percent (51%) of the issued and outstanding ownership interests of the Company (the “Majority Interest,” and together with the Minority Interest, the “Interests”);
WHEREAS, the Illinois Department of Agriculture (the “IDOA”) awarded to the Company an Adult Use Cannabis Craft Grower License #2108010136-CG (the “License”), which will operate an adult use craft grow (the “Business”) located at 1200 East Mazon Avenue, Dwight, Illinois 60420 (the “Property”), in accordance with the Illinois Cannabis Regulation and Tax Act (410 ILCS 705) (the “Act”); and
WHEREAS, subject to the terms and conditions hereof, (i) Kane Seller desires to sell to Buyer, and Buyer desires to purchase from Kane Seller, all of Kane Seller’s right, title and interest in and to the Minority Interest, and Wilson Seller desires to consent to such sale, and (ii) Buyer desires to grant to Wilson Seller an option to require Buyer to purchase the Majority Interest, Wilson Seller desires to obtain such option from Buyer, and Kane Seller desires to consent to such grant, in each case in accordance with the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Article I
Purchase and Sale of Minority Interest and Majority Interest Option
Section 1.01 Purchase and Sale of Minority Interest.
(a) Subject to the terms and conditions set forth herein, at the Closing (as defined below), in consideration for the Minority Interest Purchase Price (as defined below) (i) Kane Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase and acquire from Kane Seller, the Minority Interest, free and clear of all mortgages, liens, charges, pledges, security interests, claims and other encumbrances (collectively, “Encumbrances”) (such sale, the “Minority Interest Sale”), and (ii) Wilson Seller shall consent to the Minority Interest Sale.
(b) The aggregate purchase price for the Minority Interest shall be One Million Dollars ($1,000,000.00) (the “Minority Interest Purchase Price”) payable as follows: (i) a promissory note in the principal amount of Four Hundred Ninety Thousand Dollars ($490,000.00) payable to Kane Seller in the form attached hereto as Exhibit 1.01(b)(i) (the “Kane Note”), and (ii) a promissory note in the principal amount of Five Hundred Ten Thousand Dollars ($510,000.00) payable to Wilson Seller in the form attached hereto as Exhibit 1.01(b)(ii) (the “Wilson Note,” and together with the Kane Note, the “Seller Notes”).
Section 1.02 Purchase and Sale of Majority Interest Option.
(a) For good and valuable consideration, at the Closing, (i) Wilson Seller shall have the option (the “Majority Interest Option”) to require Buyer to purchase the Majority Interest (the “Majority Interest Sale”) subject to the terms and conditions set forth in Exhibit 1.02 attached hereto (the “Option Terms”), and (ii) Kane Seller shall consent to the Majority Interest Option and the Majority Interest Sale.
Article II
Closing
Section 2.01 Condition Precedent. As soon as reasonably practicable after the Agreement Date, and prior to the closing of the transactions contemplated by this Agreement (the “Closing”), the Company shall obtain all necessary approvals from the IDOA and any other applicable Governmental Authority (as defined below) in order to consummate the transactions contemplated by this Agreement and the other Transaction Documents (as defined below) (the “Transactions”).
Section 2.02 Closing. The Closing shall take place remotely via the exchange of documents and signatures, on a date mutually agreed by Buyer and Sellers, as soon as practicable, but in no event later than five (5) business days after the date on which the Company has received the applicable approval from the IDOA and any other approval from a Governmental Authority with jurisdiction necessary for the transfer of the Minority Interest to Buyer (collectively, “Regulatory Approvals”), and each of the other conditions set forth in Section 2.04 has been satisfied or waived, or at such other place, at such other time or on such other date as Buyer and Sellers may mutually agree (the “Closing Date”). For purposes hereof, “Governmental Authority(ies)” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority, or any arbitrator, court, or tribunal of competent jurisdiction, and shall expressly include the IDOA.
Section 2.03 Closing Deliverables.
(a) At the Closing, Sellers shall deliver to Buyer:
(i) an assignment of the Minority Interest in substantially the form of Exhibit A hereto (the “Assignment”), duly executed by the Kane Seller;
(ii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that each Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), duly executed by the Kane Seller and any certificate required by Section 1446 of the Code;
(iii) all consents, approvals and/or waivers from (or notices to) counterparties to any Contracts (as defined below) of the Company which require consent or approval in connection with the transactions contemplated by this Agreement;
2
(iv) a certificate of good standing or qualification of the Company from the State of Illinois issued not more than ten (10) days before Closing;
(v) a true and correct copy of that certain Operating Agreement of Sea Craft LLC, dated as of March 3, 2020 (the “Company Operating Agreement”);
(vi) a certificate of an authorized officer of the Company’s certifying (A) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (as defined in the Company Operating Agreement), the Manager (as defined in the Company Operating Agreement) and the Members (as defined in the Company Operating Agreement) authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents (as defined below) to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and constitute all of the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (B) the names and signatures of the officers of the Company authorized to sign this Agreement and the other Transaction Documents; and
(vii) such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the Transactions (together with the Agreement and the Assignment, the “Transaction Documents”).
(b) At the Closing, Buyer shall deliver to Sellers:
(i) the Assignment, duly executed by Buyer;
(ii) the Seller Notes, duly executed by Buyer;
(iii) a certificate of an authorized officer of Buyer certifying (A) that attached thereto is a true and complete copy of all resolutions adopted by the manager of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and constitute all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents; and
(iv) such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Transactions.
Section 2.04 Closing Conditions.
(a) Conditions to Obligations of Buyer. The obligations of Buyer to consummate the Transactions shall be subject to the fulfillment or Buyer’s written waiver, at or before the Closing, of each of the following conditions:
(i) all of the representations and warranties of the Company Group contained herein shall be true and correct on the Agreement Date and on and as of the Closing Date, and each member of the Company Group shall have duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by each such Company Group member prior to or on the Closing Date;
2
(ii) since the Agreement Date, there shall have been no condition, effect, change, circumstance or event that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect (as defined below) on the Business;
(iii) no actions, suits or proceedings shall have been commenced against Buyer or any member of the Company Group which would prevent the Closing, and no injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby or by any other Transaction Document;
(iv) the Regulatory Approvals shall have been obtained, and written evidence thereof shall have been delivered to Buyer;
(v) the License shall be and shall remain in good standing as of the Closing Date and shall be free and clear of any Encumbrances and/or adverse claims;
(vi) Buyer shall have received all of the closing deliverables set forth in Section 2.03(a).
(b) Conditions to Obligations of the Company Group. The obligations of the Company Group to consummate the Transactions shall be subject to the fulfillment or Sellers’ waiver, at or before the Closing, of each of the following conditions:
(i) all of the representations and warranties of Buyer contained herein shall be true and correct on the Agreement Date and on and as of the Closing Date, and Buyer shall have duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date;
(ii) no actions, suits or proceedings shall have been commenced against Buyer, Sellers or the Company which would prevent the Closing, and no injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby or by any other Transaction Document;
(iii) Sellers shall have received all of the closing deliverables set forth in Section 2.03(b);
(iv) Buyer shall have executed its guaranty of the lease agreement for the Property (the “Lease”) in accordance with Section 5.02(b); and
(v) the Regulatory Approvals shall have been obtained, and written evidence thereof shall have been delivered to Sellers.
Article III
Representations and Warranties of the Company group
The Company and Sellers jointly and severally represent and warrant to Buyer that the statements contained in this Article III are true and correct as of the Agreement Date and as of the Closing Date. The disclosure schedule, attached hereto as Exhibit B (the “Disclosure Schedule”), contains exceptions to the representations and warranties set forth in the sections or subsections of this Article III. No party to this Agreement has relied on any representation not expressly stated in this Agreement, including any oral representation of any kind.
3
Section 3.01 Organization and Authority; Capitalization.
(a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois. Each member of the Company Group has full power and authority to enter into this Agreement and the other Transaction Documents required hereunder to be executed and delivered by them, to carry out their respective obligations hereunder and thereunder and, subject to the Regulatory Approvals, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company Group of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of the Company. This Agreement and the other Transaction Documents have been duly executed and delivered by each requisite member of the Company Group, and (assuming due authorization, execution and delivery by Buyer), this Agreement and the other Transaction Documents constitute legal, valid and binding obligations of each member of the Company Group, enforceable against them in accordance with their respective terms.
(b) The Kane Seller is the sole owner of the Minority Interest, and the Wilson Seller is the sole owner of the Majority Interest. Each Seller has good and marketable title to its respective Interest and, subject to the Regulatory Approvals, each Seller has the right to sell, transfer and deliver its respective Interest to Buyer, free and clear of all Encumbrances. Upon the Closing, (i) Buyer shall own the Minority Interest, and (ii) Buyer shall have the rights with respect to the Majority Interest Option set forth herein and in Exhibit 1.02 attached hereto, in each case free and clear of all Encumbrances other than those restrictions in connection with obtaining the Regulatory Approvals. There are no outstanding or authorized options, warrants, convertible securities, profits interests or other rights, agreements, arrangements or commitments of any character relating to the equity interests of the Company or obligating Sellers or the Company to issue or sell any equity interest of, or any other interest in, the Company. The Company has not authorized any unit appreciation, phantom interest, profit participation, preemptive rights or similar rights. Other than as set forth in the Company Operating Agreement, there are no voting agreements, letter agreements or other agreements, adverse claims or understandings in effect with respect to the voting or transfer of the Interests. The Interests collectively owned by Sellers represent 100% of the outstanding membership interests of the Company. Other than Sellers, no other Person (as defined below) owns any membership interests of the Company. For purposes hereof, “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, other entity or governmental entity (whether foreign, federal, state, county, city or otherwise and including any instrumentality, division, agency or department thereof).
Section 3.02 No Conflicts; Consents. The execution, delivery and performance by the Company Group of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with the Company’s articles of organization or the Company Operating Agreement; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any member of the Company Group; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which any member of the Company Group is a party; or (d) result in the creation or imposition of any Encumbrance on the Business or on any properties or assets of the Company. Except as set forth on Section 3.02 of the Disclosure Schedule, other than the Regulatory Approvals, no consent, approval, waiver or authorization is required to be obtained by the Company or Sellers from any Person (including any Governmental Authority), or notice delivered to any Person (including any Governmental Authority) in connection with the execution, delivery and performance by the Company Group of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
4
Section 3.03 Real Property. Except for the Lease, no member of the Company Group has any ownership, leasehold or other interest in any real property related to the Business.
Section 3.04 Contracts; Encumbrances. Section 3.04 of the Disclosure Schedule lists each material agreement, arrangement or contract to which the Company is a party or by which it is bound in connection with the Business, whether written or oral (the “Contract(s)”). Each Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. Neither the Company nor, to the knowledge of any Seller, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Contract. To the knowledge of any Seller, no event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Contract have been provided to Buyer. There are no disputes pending or, to the knowledge of any Seller, threatened under any Contract.
Section 3.05 Permits. Section 3.05 of the Disclosure Schedule lists all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities issued to the Company Group and applications for the foregoing (in each case relating to the Business and including the License, the “Permits”). Each of the Permits is valid, in good standing and in full force and effect and is not subject to any pending or threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such Permit invalid. No member of the Company Group has violated a material term of any Permit or a material condition under which any Permit was granted. All fees and charges with respect to such Permits, including without limitation, all fees and charges required to obtain the approval of the IDOA or any Governmental Authority and to consummate the Transactions which are payable prior to the date hereof have been paid in full and, to the extent payable at or prior to the Closing, will be paid through Closing. All renewals for the Permits have been timely applied for, no member of the Company Group has received notice that such renewal shall not be timely granted, and no event has occurred or exists that would prohibit or prevent the reissuance to the Company of any of the Permits. All information contained in the License application and any and all other information that any Seller has delivered or communicated to a Governmental Authority, including the IDOA, relating to the License and the Company was true and accurate in all respects as of the date on which the Company submitted such information, is accurate as of the Agreement Date, and will be accurate as of the Closing Date. All conditions of or restrictions on the Permits, other than those included in applicable laws and regulations, that may affect the ability of the Company (or, to the knowledge of any Seller, Buyer after the Closing) to perform any cannabis related activity authorized by applicable law, whether or not embodied in such Permit, have been disclosed to Buyer.
5
Section 3.06 Compliance with Laws. Each member of the Company Group has complied, and are now complying, with all applicable federal, state and local laws and regulations (including, without limitation, environmental laws and regulations) applicable to it, the Business, and the License, with the exception of federal laws criminalizing the sale, distribution, and possession of cannabis. No member of the Company Group has received any notice from a Governmental Authority that alleges that they are not in compliance with any law or regulation, and the Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit, or other compliance or enforcement action, whether disciplinary or non-disciplinary, by a Governmental Authority.
Section 3.07 Legal Proceedings. There is no claim, action, suit, proceeding or governmental investigation (collectively, “Action”) of any nature pending or to the knowledge of any Seller, threatened against or by any member of the Company Group (a) relating to or affecting the Business or the License; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the Transactions.
Section 3.08 Taxes.
(a) Each member of the Company Group has filed on a timely basis all Tax Returns (as defined below) that it was required to file in the manner prescribed by applicable law. All such Tax Returns were true, correct and complete in all material respects. All Taxes (as defined below) owed by each member of the Company Group (whether or not shown or required to be shown on any Tax Return) have been paid on a timely basis. No member of the Company Group is currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a Governmental Authority in a jurisdiction where any member of the Company Group does not file Tax Returns that any such Company Group member is or may be subject to taxation by that jurisdiction. There are no Encumbrances for Taxes upon any assets of the Company nor, to the knowledge of any Seller or the Company, is any Governmental Authority in the process of imposing any Encumbrances for Taxes on any assets of the Company.
(b) For purposes hereof, (a) “Tax” or “Taxes” means any U.S. federal, state, local, or non-U.S. income, gross receipts, profits, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, escheat, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax, charge, fee, levy or other assessment of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person, and (b) “Tax Return” means any return, declaration, report, claim for refund, form and information return or statement and any schedule, attachment, or amendment thereto, including without limitation any consolidated, combined or unitary return or other document, filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection, imposition, payment, refund or credit of any Tax or the administration of the laws relating to any Tax.
Section 3.09 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Sellers.
6
Section 3.10 Indebtedness and Undisclosed Liabilities. Except as set forth on Section 3.10 of the Disclosure Schedule, (i) the Company has no outstanding indebtedness; (ii) there are no Encumbrances on any assets of the Company, and (iii) the Company has no liabilities.
Section 3.11 Bank Accounts; Officers and Managers. Section 3.11 of the Disclosure Schedule lists all officers and managers of the Company and all bank accounts, safety deposit boxes and lock boxes (designating each authorized signatory with respect thereto) of the Company.
Section 3.12 Related Party Transactions. No Seller, nor any member, manager, director, officer, or employee of the Company or any Affiliate thereof, (i) is a party to any agreement, contract, commitment or transaction with the Company or any of its officers, employees or Affiliates, or has any interest in the Business other than the Interests; or (ii) is the direct or indirect owner of an interest in any Person that is a competitor, supplier or customer of the Business. None of the assets or properties, tangible or intangible, that are used by the Company or in the Business are owned by any other Person. For purposes of hereof, “Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person.
Section 3.13 Full Disclosure. Neither this Agreement nor any other Transaction Document, certificate, agreement or other document furnished or to be furnished by Sellers hereunder contains, or will contain, any untrue statement of a material fact or omits, or will omit, to state a material fact necessary to make the statements contained herein or therein not misleading.
Section 3.14 Absence of Certain Changes or Events. Since December 31, 2025, (i) there has not been any change, event or circumstance that individually or in the aggregate is, or could reasonably be expected to become, materially adverse to (A) the business, condition (financial or otherwise), assets, liabilities or results of operations of the Business and the Company, taken as a whole, or (B) the ability of Sellers to consummate the transactions contemplated hereby on a timely basis (the foregoing, collectively, a “Material Adverse Effect”), and (ii) the Company has conducted its business in the ordinary course of business, except for such actions as have not had, individually or in the aggregate, a Material Adverse Effect.
Article IV
Representations and warranties of buyer
Buyer represents and warrants to the Company and Sellers that the statements contained in this Article IV are true and correct as of the Agreement Date and as of the Closing Date.
Section 4.01 Organization and Authority of Buyer; Enforceability. Buyer is a duly organized and validly existing limited liability company in good standing under the laws of the State of Oregon. Buyer has full limited liability company power and authority to enter into this Agreement and the other Transaction Documents required hereunder to be executed and delivered by Buyer, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Buyer. The Transaction Documents have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the counterparties thereto) the Transaction Documents constitute legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms. Buyer is not aware of any facts specific to Buyer or Buyer’s owners, officers or directors that would reasonably be expected to prevent the parties from obtaining the Regulatory Approvals.
7
Section 4.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with the organizational documents of Buyer; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer. Except for Regulatory Approvals, no consent, approval, waiver or authorization is required to be obtained by Buyer from any Person or entity in connection with the execution, delivery and performance by Buyer of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
Section 4.03 Legal Proceedings. There is no Action of any nature pending or, to Buyer’s knowledge, threatened against Buyer that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the knowledge of Buyer, no event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.
Section 4.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Buyer.
Article V
Covenants
Section 5.01 Covenants of Sellers and the Company.
(a) Conduct of the Business. From the Agreement Date until the Closing or the termination of this Agreement in accordance with its terms, except as required by applicable law or by the terms of this Agreement, Company shall, subject to the terms of the Transaction Documents (i) pay all applicable Taxes as such Taxes become due and payable, (ii) maintain all Permits and pay all fees and charges owing to the IDOA or any Governmental Authority including, without limitation, all license renewal payments and other fees in connection with the License, and (iii) use commercially reasonable efforts to preserve intact the Business and maintain relationships of the Company with third parties.
(b) Access to Information. From the Agreement Date until the Closing or the termination of this Agreement in accordance with its terms, following reasonable notice, Sellers shall (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives access to the offices, properties, Contracts, books and records of the Company, (ii) furnish to Buyer, and its counsel, financial advisors, auditors and other authorized representatives, such financial, Tax, and operating data and other information relating to the Company as such persons may request, and (iii) instruct relevant employees, consultants, counsel, financial advisors and auditors of the Company to cooperate with Buyer as it may request; provided, however, that any such access or furnishing of information shall be conducted during normal business hours and in such a manner so as not to unreasonably interfere with the normal operations of the Company.
(c) Exclusivity. From the Agreement Date until the earlier of the Closing or any termination of this Agreement, Sellers shall not (and Sellers shall cause the Company and the Company’s manager, members, officers and advisors not to) directly or indirectly: (i) solicit, initiate, or encourage the submission of any proposal or offer from any third party (other than Buyer and its designees) relating to the Interests or the acquisition of the License or the Company (whether by merger, recapitalization, equity exchange, equity purchase, sale of assets or otherwise) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner, any effort or attempt by any third party (other than Buyer and its designees) to do or seek any of the foregoing, including the taking of any action relating thereto (or in response to any unsolicited offer or proposal in respect thereof) without the prior written consent of Buyer (which consent may be granted, withheld or conditioned in the sole discretion of Buyer) that could be expected to prevent, impair, delay or otherwise adversely affect the ability of the Company Group or Buyer to consummate the transactions contemplated by this Agreement in accordance with the terms hereof.
8
(d) Amended and Restated Company Operating Agreement. Following the Closing, Wilson Seller, Buyer and the Company shall enter into the amended and restated Company Operating Agreement in substantially the form attached hereto as Exhibit C (the “Amended and Restated Company Operating Agreement”).
(e) Lease. Following the Closing, Wilson Seller and Buyer shall cause the Company to enter into the Lease.
Section 5.02 Covenants of Buyer.
(a) Buyer Loan. Following the Closing, Buyer shall make available a loan facility to the Company for the purpose of funding startup costs and supporting working capital in the principal amount of no less than One Million Dollars ($1,000,000) and no more than Two Million Dollars ($2,000,000). Subject to the foregoing, the amount of the loan and the timing of the advances thereunder shall be in the sole discretion of Buyer. Such loan shall (i) bear interest at the rate of ten percent (10%) per annum simple interest payable monthly, (ii) have a maturity date of the third anniversary of the Agreement Date upon which all principal together with all interest due and owing to Buyer shall become due and payable, (iii) be secured by a security interest in all of the assets of the Company, (iv) notwithstanding anything to the contrary set forth in the Company Operating Agreement (as amended and/or restated), have first priority in payment over other debts of the Company and all distributions of Available Cash (as defined in the Company Operating Agreement), and (v) be subject to a promissory note in a form reasonably acceptable to Buyer and the Company.
(b) Buyer Guaranty. Buyer agrees to execute a written guaranty of the Company’s obligations under the Lease, which guaranty shall be in form and substance reasonably acceptable to Buyer.
Section 5.03 Covenants of the Parties.
(a) Public Announcements. Prior to Closing, no party shall make any announcement, nor share with non-members, any information concerning the Transactions or related negotiations without the other party’s prior written approval, except as may be required by law. If such an announcement is required by law or rule of any stock exchange or quotation system, the party required to make the announcement shall inform the other party, with five (5) calendar days’ advance notice, of the contents of the proposed announcement, and shall make reasonable efforts to obtain the other party’s approval for the announcement, which approval may not be unreasonably withheld or delayed. After Closing, except as otherwise required by law, any press release or other public disclosure of this Agreement or the transactions contemplated hereby will be prepared by Buyer, subject to review and consent by Sellers (which will not be unreasonably withheld, conditioned or delayed). Unless otherwise required by applicable law or with the prior written consent of Buyer in its sole and absolute discretion, Sellers shall not make any public announcements regarding this Agreement or the Transactions.
9
(b) Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred, imposed or assessed in connection with the transactions contemplated by this Agreement and the documents to be delivered hereunder (“Transfer Taxes”) shall be borne and paid by Buyer when due. Buyer shall timely pay any Transfer Taxes and, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer and Sellers shall cooperate with respect thereto as necessary).
(c) Efforts; Filings.
(i) The parties shall cooperate with each other and use their respective best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable laws to consummate and make effective the Transactions as soon as practicable, including using best efforts to prepare and file all documentation to obtain as promptly as practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions.
(ii) Without limiting the generality of the foregoing, the parties hereto shall act promptly, and use their best efforts, and shall cooperate with each other, in making, or causing to be made, any filings, applications, submissions and notices required under Illinois laws and regulations governing the cultivation, manufacturing, possession, use, sale, transport or distribution of cannabis or cannabis products promulgated by state and local Governmental Authorities in Illinois, in order to permit and facilitate consummation of the transactions contemplated by this Agreement, including, without limitation, submitting one or more change of ownership applications to the IDOA in order to consummate the change in ownership of the Company resulting from the transactions contemplated by this Agreement. Buyer shall have the opportunity to review and approve all such filings, applications, submissions and notices, and such filings, applications, submissions and notices shall be in the form acceptable to Buyer. After the change of ownership submission, Sellers shall promptly notify Buyer of any communications and requests for additional information from the IDOA. Buyer shall use its reasonable best efforts to provide any requisite information to the IDOA within five (5) days of receiving notice of such request. Any fees required to be paid in connection with such filings, applications and submissions shall be borne by Buyer.
(iii) Each party shall: (A) give the other party prompt notice of the commencement or threat of any investigation, action or legal proceeding by or before any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement, (B) keep the other party informed as to the status of any such investigation, action or legal proceeding, and (C) promptly inform the other party of any communication to or from any Governmental Authority regarding this Agreement or the transactions contemplated by this Agreement.
Section 5.04 Further Assurances. Prior to, and following the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.
10
Section 5.05 Confidentiality.
(a) From and at all times following the Agreement Date, Sellers shall, and shall cause their respective Affiliates and representatives: (i) to hold in confidence any and all Confidential Information (as defined below) whether written or oral, (ii) not to disclose any Confidential Information to any Person whatsoever, other than to Buyer or any of its Affiliates or their respective representatives, and (iii) not to sell or use any Confidential Information in any manner whatsoever for the direct or indirect benefit of any Person other than Buyer or its Affiliates. If any Person restricted by this Section 5.04(a) is compelled to disclose any Confidential Information by judicial or administrative process or by other requirements of applicable law, Sellers shall promptly notify Buyer in writing, and shall cause the applicable party to disclose only that portion of such information which it is advised by its counsel in writing is legally required to be disclosed; provided, that Sellers shall use their best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
(b) For purposes of this Agreement, “Confidential Information” means the confidential business information of the Company, the Business, and Buyer or its business, whether or not marked as such, including any business plans, technology, plans, blueprints, drawings, models, designs, templates, processes, formulae, computer programs, customer lists, supplier lists, pricing data, financial data, trade secrets, operations manuals, standard operating procedures, or other information identified or otherwise treated as confidential business information, including the terms and existence of this Agreement and the Transaction Documents and the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Notwithstanding the foregoing, Confidential Information shall not include any information that becomes generally known to the public without the breach of any confidentiality obligation by Sellers.
Section 5.06 Tax Matters; DCEO Loan Matters; Grant Matters.
(a) Sellers shall pay (or cause to be paid), promptly and when due or reimburse the Company if paid by the Company promptly upon Buyer’s request, (a) any and all Taxes of the Company that shall become due or shall have accrued on or before the Closing Date, (b) any and all Taxes due and owing arising out of the DCEO Loan (as defined in Exhibit 1.02) and the forgiveness thereof, and (c) any and all Taxes arising from income or gains realized by Sellers resulting from any of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth herein or in the Notes, any payments in respect of Taxes due and owing arising out of the DCEO Loan and/or the forgiveness thereof shall reduce the Principal Amount of the Notes on a dollar for dollar basis.
(b) Sellers shall be liable for and, as applicable, shall pay (or cause to be paid) promptly and when due, or reimburse the Company if paid by the Company promptly upon Buyer’s request, any and all costs and expenses incurred by the Company prior to the Closing that are deemed to be “non-qualified” by the DCEO (as defined in Exhibit 1.02) and therefore non-forgivable by the DCEO in connection with the DCEO Loan and/or the forgiveness thereof.
11
(c) Sellers shall be liable for and, as applicable, shall pay (or cause to be paid) promptly and when due, or reimburse the Company if paid by the Company promptly upon Buyer’s request, any and all amounts that become due and owing by the Company arising out of or related to the Cook County Cannabis Development Grant (as defined below) and/or the demand or request for repayment of all or a part thereof for any reason. For purposes hereof, “Cook County Cannabis Development Grant” means the grant of $150,000 to the Company by the County of Cook, Illinois (“Cook County”), acting through its Bureau of Economic Development (“CCBED”), pursuant to that certain Grant Agreement, dated as of September 12, 2024, by and between Cook County acting through its CCBED and the Company.
Article VI
Indemnification
Section 6.01 Survival. All representations and warranties contained herein and all related rights to indemnification shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months from the Closing Date. Notwithstanding the foregoing, the representations and warranties contained in Section 3.08 (the “Tax Representations”) shall survive until sixty (60) days after the expiration of the full period of any applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof), and the representations and warranties contained in Section 3.01 (Organization and Authority; Capitalization), Section 3.02 (No Conflicts; Consents), Section 3.05 (Permits), Section 3.09 (Brokers), and Section 4.01 (Buyer Organization and Authority) (collectively, the “Fundamental Representations”) shall survive indefinitely. No agreements or covenants contained herein shall survive the Closing other than those agreements and covenants that by their terms or nature contemplate performance after the Closing, which surviving agreements and covenants shall survive for the period explicitly specified therein.
Section 6.02 Indemnification by Sellers. Sellers shall, jointly and severally, fully defend, indemnify and hold harmless Buyer, its Affiliates and their respective stockholders, directors, officers, members, managers, agents, representatives and employees from and against all claims, actions, causes of action, judgments, damages, liabilities, charges, encumbrances, liens, settlements, losses, costs and expenses, including attorneys’ and financial professionals’ fees and disbursements (collectively, “Losses”) arising from or relating to:
(a) any inaccuracy in or breach of any of the representations or warranties of the Company Group contained in this Agreement or any other Transaction Document;
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers, or the Company prior to Closing, pursuant to this Agreement (including without limitation, the covenants set forth in Section 1.04 and Article V hereto) or any Seller Document; and
(c) except as otherwise expressly set forth herein, any liability arising out of the ownership of the License or the operation of the Business prior to the Closing Date.
Notwithstanding the foregoing, in no event shall Sellers’ and Company’s combined aggregate liability or amounts payable for indemnification pursuant to Section 6.02(a) under this Agreement exceed the amount of the Purchase Price.
12
Section 6.03 Indemnification by Buyer. Buyer shall fully defend, indemnify and hold harmless Sellers and the Company, their Affiliates and their respective stockholders, directors, officers, members, managers, and employees from and against all Losses arising from or relating to:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any other Transaction Document; and
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any other Transaction Document.
Section 6.04 Defense and Settlement. In connection with any claim for indemnification hereunder (“Claim”), the indemnified party (“Indemnified Party”) will (a) give the indemnifying party (“Indemnifying Party”) prompt written notice of any Claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liabilities or obligations hereunder, except solely to the extent of any material prejudice as a direct result of such failure; (b) cooperate with the Indemnifying Party, at the Indemnifying Party’s sole cost and expense, in connection with the defense and settlement of the Claim; and (c) permit the Indemnifying Party to select counsel (but with the Indemnified Party’s advice and input) and to control the defense and settlement of the Claim; provided, however, that the Indemnifying Party may not settle any Claim or take any other action to the extent such settlement or other action would impose a financial obligation on the Indemnified Party or otherwise materially adversely impact the Indemnified Party’s rights, obligations or business operations, without the Indemnified Party’s prior written consent. Further, the Indemnified Party, at its cost and expense, may participate in the defense of the Claim through counsel of its own choosing. Notwithstanding the foregoing, if the Indemnifying Party fails to assume the defense of any Claim within thirty (30) days after the Indemnifying Party receives a request for indemnification hereunder, the Indemnified Party may control its own defense and follow such course of action as it reasonably deems necessary to protect its interests and shall be fully indemnified by the Indemnifying Party for all costs (including attorneys’ fees and settlement payments) reasonably incurred in such course of action.
Article VII
Termination
Section 7.01 Termination. This Agreement may be terminated at any time prior to the Closing:
(a) by mutual written agreement of Buyer, Sellers and the Company;
(b) by Buyer by written notice to Sellers if:
(i) any of the conditions set forth in Section 2.04(a) shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the first anniversary of the Agreement Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or
(ii) if Buyer is not then in material breach of any provision of this Agreement and (A) there has been a material breach of, or inaccuracy in, any representation or warranty of any member of the Company Group contained in this Agreement, or (B) any member of the Company Group has materially breached or violated any covenant contained in this Agreement and, in the case of each of clauses (A) and (B) hereof, such breach, inaccuracy or violation has not been cured by the date which is twenty (20) days after Buyer notifies the applicable member of the Company Group of such breach, inaccuracy or violation.
13
(c) by Buyer or Sellers in the event that (i) there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited, or (ii) any Governmental Authority shall have issued an order, decree or other binding action restraining or enjoining the transactions contemplated by this Agreement, and the same shall have become final and non-appealable.
Section 7.02 Notice of Termination. The party desiring to terminate this Agreement pursuant to Section 7.01 above shall give written notice of such termination to the other parties hereto.
Section 7.03 Effect of Termination.
(a) Except as expressly set forth below, if this Agreement is terminated pursuant to this Article VII, such termination shall be effective as against all parties hereto and shall be without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties to this Agreement; provided, however, if such termination shall result from the intentional or willful failure of a party to perform a covenant under this Agreement, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other parties as a result of such intentional or willful failure or breach.
(b) The provisions of this Section 7.03 and Article VIII shall survive any termination hereof pursuant to this Article VII.
Article VIII
Miscellaneous
Section 8.01 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. For purposes of clarity, Buyer shall be responsible to pay all expenses in connection with obtaining the Regulatory Approvals.
Section 8.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.02):
| If to Buyer: | Grown Rogue Management Associates LLC 550 Airport Road Medford, OR 97504 | |
| Attention:
J. Obie Strickler Email: obie@grownrogue.com |
14
| with a copy to: |
Greenspoon Marder LLP 227 W. Monroe, Suite 3950 Chicago, IL 60606 Attention: Irina Dashevsky Email: irina.dashevsky@gmlaw.com | |
| If to Sellers or the Company: |
Balton Corporation 1001 E 99th St | |
| with a copy to: |
Inventionport, Inc. 1539 Prairie St |
Section 8.03 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Section 8.04 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Section 8.05 Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
Section 8.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No member of the Company Group may assign its rights or obligations hereunder without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. Buyer may not assign its rights or obligations hereunder without the prior written consent of Sellers, which consent shall not be unreasonably withheld or delayed; provided, however, that Buyer may assign its rights and obligations hereunder to an Affiliate without consent. No assignment shall relieve the assigning party of any of its obligations hereunder.
Section 8.07 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section 8.08 Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.
15
Section 8.09 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Section 8.10 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by the internal laws of the State of Illinois, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Illinois. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in the State of Illinois Circuit Court of Cook County, and that any cause of action arising out of this Agreement or transactions contemplated hereby shall be deemed to have arisen from a transaction of business in the State of Illinois. Each of the parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum.
Section 8.11 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 8.12 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof (without any requirement to post bond), in addition to any other remedy to which they are entitled at law or in equity.
Section 8.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission (including electronic copies of such counterparts signed manually or digitally) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[SIGNATURE PAGE FOLLOWS]
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Agreement Date.
| BUYER: | ||
| GROWN ROGUE MANAGEMENT ASSOCIATES, LLC | ||
| By: | /s/ J. Obie Strickler | |
| Name: | J. Obie Strickler | |
| Title: | Manager | |
[Signature Page to Membership Interest Purchase Agreement]
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Agreement Date.
SELLERS:
| INVENTIONPORT, INC. | ||
| By: | /s/ Timothy Kane | |
| Name: | Timothy Kane | |
| Title: | President | |
| FOREFATHERS VENTURES, LLC | ||
| By: | /s/ Shari Wilson | |
| Name: | Shari Wilson | |
| Title: | Manager | |
COMPANY:
| SEA CRAFT, LLC | ||
| By: |
SEA Craft Managers LLC, its Manager |
|
| By: | /s/ Shari Wilson | |
| Name: | Shari Wilson | |
| Title: | MANAGER |
[Signature Page to Membership Interest Purchase Agreement]
18
EXHIBIT A
Assignment
This Assignment (this “Assignment”) is made as of March __, 2026, by and between Inventionport, Inc. (“Assignor”), and Grown Rogue Management Associates LLC, an Illinois limited liability company (“Assignee”), in connection with that certain Membership Interest Purchase Agreement, of even date herewith, by and between Assignee, Assignor and the other parties on the signature page thereto (the “MIPA”). Capitalized terms not otherwise defined herein shall have the meanings given them in the MIPA.
Effective as of the Closing Date, in exchange for the Minority Interest Purchase Price, Assignor hereby assigns, transfers, and conveys all of Assignor’s right, title and interest in and to the Minority Interest, free and clear of any Encumbrances.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the Closing Date.
| ASSIGNOR: | ||
| INVENTIONPORT, INC. | ||
| By: | /s/ Timothy Kane | |
| Name: | Timothy Kane | |
| Title: | President | |
| ASSIGNEE: | ||
| Grown Rogue Management Associates LLC, | ||
| an Illinois limited liability company | ||
| By: | /s/ J. Obie Strickler | |
| Name: | J. Obie Strickler | |
| Title: | Manager | |
19
EXHIBIT B
Disclosure Schedule
Section 3.02 Consents
Section 3.04 Contracts; Encumbrances
Section 3.05 Permits
Section 3.10 Indebtedness and Undisclosed Liabilities
DCEO Loan
Section 3.11 Bank Accounts; Officers and Managers
20
EXHIBIT C
Amended and Restated Company Operating Agreement
(See attached)
21
EXHIBIT 1.01(b)(i)
Kane Note
(See attached)
22
EXHIBIT 1.01(b)(ii)
Wilson Note
(See attached)
23
EXHIBIT 1.02
Option Terms
(a) Subject to the terms of this Exhibit 1.02, Wilson Seller may exercise the Majority Interest Option upon written notice to Buyer at any time following the first anniversary of the forgiveness of the DCEO Loan (such exercise date, the “Exercise Date”), requiring Buyer to purchase the Majority Interest from Wilson Seller (the “Majority Interest Sale”) at a price (the “Majority Interest Purchase Price”) calculated, as applicable, in accordance with the following equation: 0.1x -$500,000, where x equals the Trailing 12-Month Net Revenue (as defined below) (the “Majority Interest Purchase Price Calculation”). The Majority Interest shall be free from any and all Encumbrances, including, without limitation, any Encumbrances by the DCEO (as defined below).
(b) Notwithstanding the foregoing, if, on the Exercise Date, the Trailing 12-Month Net Revenue is less than $7,500,000, the Exercise Date shall be automatically deferred for an additional twelve (12) months (such extended date, the “First Extended Exercise Date”), and if Wilson Seller elects to the exercise the Majority Interest Option on the First Extended Exercise Date and the Trailing 12-Month Net Revenue is less than $7,500,000, the Majority Interest Purchase Price shall be equal to the greater of (i) the amount calculated in accordance with the Majority Interest Purchase Price Calculation, and (ii) Two Hundred Thousand Dollars ($200,000.00). For purposes of clarification, if Wilson Seller agrees to the exercise of the Majority Interest Option on the First Extended Exercise Date and the Trailing 12-Month Net Revenue is greater than $7,500,000, the Majority Interest Purchase Price shall be equal to the amount calculated in accordance with the Majority Interest Purchase Price Calculation.
(c) Notwithstanding the foregoing, if Wilson Seller does not exercise the Majority Interest Option on the First Extended Exercise Date, then (i) the Exercise Date shall be automatically deferred for an additional twelve (12) months (such extended date, the “Second Extended Exercise Date”), (ii) Willson Seller may elect to exercise the Majority Interest Option on, but not before the Second Extended Exercise Date, (iii) Majority Interest Purchase Price shall be equal to the greater of (i) the amount calculated in accordance with the Majority Interest Purchase Price Calculation, and (ii) Two Hundred Thousand Fifty Thousand Dollars ($250,000.00). Notwithstanding the foregoing, the Buyer may, but shall not be required to, exercise the Majority Interest Option at any time after the Second Extended Exercise Date upon written notice to Wilson Seller by requiring Wilson Seller to sell the Majority Interest to Buyer, and (iii) the Majority Interest Purchase Price shall be equal to the greater of (i) the amount calculated in accordance with the Majority Interest Purchase Price Calculation, and (ii) Two Hundred Thousand Fifty Thousand Dollars ($250,000.00).
(d) Notwithstanding the foregoing, under no circumstances shall the Majority Interest Purchase Price exceed One Million Dollars ($1,000,000.00). Buyer shall pay the Majority Interest Purchase Price as follows: fifty-one percent (51%) of the Majority Interest Purchase Price to Wilson Seller and forty-nine percent (49%) of the Majority Interest Purchase Price to Kane Seller. Buyer may, in its sole discretion, pay the Majority Interest Purchase Price either by (i) wire transfer of immediately funds to accounts designated in writing by Wilson Seller and Kane Seller, or (ii) by issuing to each of Wilson Seller and Kane Seller a promissory note substantially in the forms of the Seller Notes, except that (i) the maturity dates of such promissory notes shall be the first anniversary of the issuance of such promissory notes, and (ii) Wilson Seller shall have a security interest in the Majority Interest; provided, that Buyer shall utilize the same method of payment for both Wilson Seller and Kane Seller.
24
(e) The parties agree to execute an assignment evidencing the purchase of the Majority Interest by Buyer in accordance herewith in substantially the form of the Assignment, except that such assignment shall contain such representations and warranties and other terms and conditions deemed reasonably necessary or advisable by Buyer in order to consummate the purchase of the Majority Interest. In addition, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.
(f) For purposes hereof, (i) “DCEO” means the Illinois Department of Commerce and Economic Opportunity, (ii) “DCEO Loan” means the loan in the principal amount of $1,250,000 made by the DCEO to the Company, evidenced by that certain Cannabis Social Equity Forgivable Loan Agreement, dated as of May 12, 2023, by and between the Company and the DCEO, and that certain Promissory Note, dated as of May 12, 2023, by the Company in favor of the DCEO, and (iii) “Trailing 12-Month Net Revenue” means the trailing 12-month net revenue of the Company reasonably calculated as of the last full month prior to the Exercise Date by the Manager (as defined in the Amended and Restated Company Operating Agreement).
25
Execution Version
AMENDED AND RESTATED
OPERATING AGREEMENT
OF SEA CRAFT LLC
(the “Company”)
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of the Company is made and entered into as of this __ day of March, 2026 (the “Effective Date”), by and among Grown Rogue Management Associates LLC, an Illinois limited liability company (“Manager” or “GRMA”), and the Members listed on Schedule A attached hereto. The Members are each sometimes referred to individually as a “Member” and collectively as the “Members.”
W I T N E S S E T H
WHEREAS, the Company was formed pursuant to the filing of Articles of Organization with the Illinois Secretary of State on March 3, 2020, pursuant to the terms of the LLC Act;
WHEREAS, the Founding Members and the Company entered into that certain Operating Agreement dated as of [_] (the “Prior Agreement”);
WHEREAS, pursuant to that certain Membership Interest Purchase Agreement, dated as of the Effective Date, by and among GRMA as “Buyer” thereunder, the Founding Members as “Sellers” thereunder, and the Company (the “MIPA”), GRMA purchased forty-nine percent (49%) of the Membership Interest from the Sellers; and
WHEREAS, the Members, the Manager, and the Company wish to amend and restate the Prior Agreement in its entirety and provide for the continued operation and management of the Company, subject to the terms herein.
NOW THEREFORE, in consideration of the matters set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Manager and the Members hereto agree as follows:
ARTICLE I
FORMATION OF THE COMPANY
1.1 Formation. The Company was formed as an Illinois limited liability company pursuant to the provisions of the LLC Act.
1.2 Definitions. As used herein, the terms listed below shall have the following meanings:
(a) “Affiliate” means, with respect to any Person, any other Person or group of other Persons acting in concert in respect of the Person in question that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with such Person. For purposes of this definition, “Control” (including, with correlative meaning, the terms “Controlled by” and “under common Control with”), shall mean possession, directly or indirectly, through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or by contract.
26
(b) “Assets” means any asset of the Company, including, without limitation, an ownership interest in the title holding entity for the Property.
(c) “Available Cash” means, with respect to a particular period, all cash paid to or in possession of the Company from any source, including, without limitation, cash from the sale of Assets, after deducting therefrom all funds necessary (i) to pay any outstanding debts, costs, expenses and obligations of the Company (or that are secured by the assets of the Company) that are currently due or that are then being refinanced (but excluding debts owed to any Member or an Affiliate of a Member), including then payable fees, costs or expenses due to the Manager, a Member, an Affiliate of a Member or a third party; and (ii) to establish or add to any reserve in an amount that the Manager deems reasonably necessary to provide for contingent liabilities or obligations of the Company with respect to its operation and the operation and maintenance of the Property, and maturing obligations with respect to which the Manager determines such reserves to be advisable.
(d) “Board of Directors” means the governing body appointed pursuant to, and invested with the responsibility outlined in, Section 5.1 of this Agreement.
(e) “Code” means the Internal Revenue Code of 1986, as from time to time amended.
(f) “Confidential Information” means all confidential and proprietary information (in tangible, intangible, or other form) owned or used by, or relating to, the Company (or any third party which the Company is under any obligation to keep confidential), or its respective past, current or future business, operations, affairs, affiliates, members, employees, officers and management, including but not limited to, computer, digital or paper files, software, e-mail messages, notes, memoranda, reports, data, spreadsheets, presentations, proposals, lists, correspondence, cell phones, pagers, devices and other materials and documents or property involving trade secrets, proprietary and intellectual property, research, business plans, product plans, products, services, pricing information, sales information, customer lists, customers, supplier lists, suppliers, markets, marketing information and plans, finances, costs, expenses, liabilities, litigation or threatened litigation, technical data, methods, processes, formulas, algorithms, technology, techniques, designs, drawings, specifications, models, devices and equipment. “Confidential Information” shall not include any information that has become publicly known and made generally available through no wrongful act of any Person.
(g) “Excess deficit capital account balance” of any Member means the capital account balance of such Member, adjusted as provided in the immediately following sentence, to the extent, if any, that such balance is a deficit (after adjustment). For purposes of determining the existence and amount of an excess deficit capital account balance, the capital account balance of a Member shall be adjusted by: (i) crediting thereto (A) that portion of any deficit capital account balance that such Member is required to restore under the terms of this Agreement, and (B) the amount of such Member’s share of Minimum Gain, including any “partner non-recourse debt minimum gain” (as deemed in Treasury Regulation Section 1.704-2(i)); and (ii) charging thereto the items described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) and (6) that apply to such Member. The existence and amount of any excess deficit capital account balance at the end of any year shall be determined before any other allocations provided for in Article 7 for such year have been made.
27
(h) “Founding Members” means FOREFATHERS VENTURES LLC and INVENTIONPORT, INC.
(i) “LLC Act” means the Limited Liability Company Act of the State of Illinois, as now in effect and as from time to time amended.
(j) “Manager” means the Person appointed by the Members as further set forth in Section 5.2 of this Agreement. The Manager shall be GRMA.
(k) “Member(s)” means the Members and any additional and/or substituted Members who have been admitted to the Company as such pursuant to Section 9.2 hereof.
(l) “Membership Interest” means, with respect to any Member: (i) that Member’s status as a member of the Company; (ii) that Member’s share of the income, gain, loss, deduction and credits of, and the right to receive distributions from, the Company in accordance with this Agreement; (iii) all other rights, benefits and privileges enjoyed by that Member in its capacity as a Member, including that Member’s right to vote, consent and approve and otherwise to participate in the management of the Company; and, (iv) all obligations, duties and liabilities imposed on that Member in its capacity as a Member.
(m) “Minimum Gain” has the meaning given such term in Treasury Regulation Section 1.704-2(d) and shall generally mean the amount by which the non-recourse liabilities secured by any assets of the Company exceed the adjusted tax basis of such assets as of the date of determination. A Member’s share of Minimum Gain (and any net decrease thereof) at any time shall be determined in accordance with Treasury Regulation Section 1.704-2(g).
(n) “Participating Percentage” means for each Member, the percentage set forth opposite such Member’s name on Schedule A reflecting the amount of such Member’s Membership Interest, or as adjusted to reflect change in the composition of the Members or ownership of Membership Interest.
(o) “Person” means any natural person, partnership, firm, corporation, limited liability company and any other form of business or legal entity.
(p) “Prime Rate” means the rate of interest announced from time to time as its “prime rate” or “corporate base rate” (or equivalent rate) by the Wall Street Journal (Midwest Edition) (or its successor-in-interest).
(q) “Profits” or “Losses” means the net profits or losses of the Company as finally determined for each fiscal year of the Company by the Company’s accountants in accordance with federal income tax accounting principles.
(r) “Property” means any real or personal property which is owned directly or indirectly by the Company.
28
(s) “Treasury Regulations” means the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
1.3 Organizational Documents. This Agreement and the Company’s Articles of Organization, as each may be amended from time to time (collectively, the “Organizational Documents”), shall be the sole source of the agreement among the Members with respect to the Company; provided, however, that nothing set forth herein shall restrict or prohibit the Members from entering into an agreement further regulating their ownership interests in the Company. To the extent any provision of the Organizational Documents is determined by a court of competent jurisdiction to be prohibited or ineffective under the LLC Act, the Organizational Documents shall be considered amended to the smallest degree necessary in order to make such provision effective under the LLC Act. To the extent of a conflict between the LLC Act and this Agreement, this Agreement shall govern to the maximum extent allowed by law.
1.4 Name. The name of the Company is SEA Craft LLC.
1.5 Effective Date. This Agreement shall be effective upon the execution and delivery of this Agreement by the Manager and the Members listed on Schedule A attached hereto.
1.6 Term. The term of the Company shall commence on the effective date of the filing of the Articles of Organization with the appropriate authorities of the State of Illinois, and, unless sooner terminated in accordance with other provisions of this Agreement, shall be perpetual.
1.7 Registered Agent and Office. The Company shall at all times maintain a registered agent in Illinois for the service of process and a registered office in Illinois. The Company’s registered agent for the service of process in Illinois shall be ______________. The Company’s registered office in Illinois is _______________________________. The Company may change its registered agent or its registered office in Illinois through appropriate filings with Illinois Secretary of State.
1.8 Principal Place of Business. The principal place of business of the Company shall be located at 1200 East Mazon Avenue, Dwight, Illinois 60420 or such other place as the Company may from time to time determine, which need not be in the State of Illinois.
ARTICLE II
COMPANY’S PURPOSE AND CONFLICTS
2.1 Purpose. The Company’s purpose and the nature of its business shall be to own and operate business interests related to the sale of marijuana and marijuana related/infused products pursuant to the Illinois Cannabis Regulation and Tax Act and the Illinois Compassionate Use of Medical Cannabis Program Act and perform any and all lawful acts incidental to the foregoing purpose or reasonably necessary to the fulfillment of the foregoing purpose. In furtherance of the foregoing purpose, the Company shall have and exercise all the powers now or hereafter conferred under the laws of the State of Illinois on limited liability companies formed under such laws and may perform any and all lawful acts incidental to the foregoing purposes or reasonably necessary to the fulfillment of the foregoing purposes.
29
2.2 Conflicts. Notwithstanding the foregoing, each Member acknowledges that the other Members (and the respective entities they own or control) and their Affiliates may engage in activities and opportunities which are substantially similar to those intended to be performed by the Company. The Manager and Members reserve the right to pursue similar activities and opportunities independently of the Company, and no Manager or Member shall have any obligation to offer such opportunities to the Company. Each Member, for itself and on behalf of the Company, waives all rights with respect to the “corporate opportunity” doctrine. Moreover, the Company may transact business with any Member or Affiliate thereof provided the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
ARTICLE III
FINANCIAL RECORDS AND INFORMATION
3.1 Books and Records. The Company shall keep such books and records as shall be required by the LLC Act, the Compassionate Use of Medical Cannabis Program Act and the Illinois Cannabis Regulation and Tax Act, as applicable, and as the Manager deems appropriate. The books and records of the Company shall be maintained by the Company at its principal place of business, and shall be available for inspection by any Member, at all reasonable business hours, upon reasonable notice. The Manager shall have real time access to the books and records of the Company, including all bank accounts, financial and state reporting systems, including but not limited to, Metrc.
3.2 Accountants. The Manager shall have the right to designate the accountants for the Company from time to time.
3.3 Financial Information. The Company’s financial records shall be maintained using the same accounting method as is used to prepare the Company’s federal income tax return. As soon as practicable after the end of each fiscal year of the Company, a general accounting shall be taken and made by the Company’s accountants, covering the assets, properties, liabilities and net worth of the Company as at the end of such fiscal year, its dealings, transactions and operations during such fiscal year, and all matters and things customarily included in such accountings. The Company shall furnish to the Members, not later than April 1st of the subsequent fiscal year, (i) an annual report accurately summarizing the results of such accountings, and (ii) such information as the Company may be required to furnish so as to enable the Members to prepare and file federal, state and local income tax returns for such period.
ARTICLE IV
RIGHTS AND DUTIES OF THE MEMBERS
4.1 Admission of Members. Each of the Members is hereby recognized and admitted as a Member of the Company. No other Person shall be recognized or admitted as a Member of the Company unless such Person has satisfied the requirements of Article 9 hereof.
4.2 No Individual Authority. Except as otherwise expressly provided in this Agreement or in the LLC Act, (i) no Member shall have any authority to act for, or to create, undertake or assume any liabilities, obligations or responsibilities on behalf of the Company or any other Member, and (ii) only the Manager or a Person acting in accordance with the authorization of the Manager may bind the Company.
30
4.3 Representations by Members. Each Member represents and warrants to the other Members and to the Company that (i) such Member is duly organized, validly existing and in good standing in the state of its formation, (ii) all acts contemplated by this Agreement to be performed by Member have been duly authorized by all necessary action and do not require the consent or approval of any third party, (iii) such Member has all necessary power with respect thereto, (iv) the consummation of such acts by such Members will not (and with the giving of notice or lapse of time or both would not) result in a breach or violation of, or a default or loss of contractual benefits under, any trust agreement or other agreement by which such Member or any of such Member’s properties is bound, or any statute, regulation, order or other law to which such Member or any of such Member’s properties is subject, or give rise to a lien or other encumbrance upon any of such Member’s properties or assets, and (v) this Agreement is a valid and binding agreement on the part of such Member, enforceable in accordance with its terms.
4.4 Indemnification by the Members. Each Member hereby agrees to indemnify the Company and each of its other Members and hold them each harmless from and against all liability, loss, cost, damage and expense (including attorneys’ fees and costs incurred in the investigation, defense and settlement of the matter) which the Company or any other Member shall ever sustain, suffer or incur which relate or arise out of or in connection with an alleged breach by the indemnifying Member of any representation, warranty or covenant made by the indemnifying Member in this Agreement as a Member or in any agreement or instrument delivered pursuant hereto.
4.5 Rights of a Former Member. Except as otherwise provided in Article 9, no Member may withdraw or otherwise disassociate (each, a “Withdrawal”) from the Company without the consent of the Manager. Bankruptcy of a Member shall not be deemed a Withdrawal but such Member’s Membership Interest shall thereafter be a non-voting economic interest. In making its determination as to the granting of any such consent, the Manager may take into consideration the Members’ own personal self-interest, the tax consequences to all Members, the impact such Withdrawal might have on the Company, and other funds or other sources of income available to the Member seeking any such Withdrawal, without violation of any fiduciary duty to any Member. If a Member attempts to Withdraw from the Company without the consent of the Manager:
(a) the Withdrawing Member shall not be entitled to any distribution from the Company until the dissolution of the Company pursuant to this Agreement;
(b) the Withdrawing Member shall bear all the costs of the Company, the Manager and the other Members (including without limitation reimbursement of reasonable attorneys’ fees and indemnification for any tax consequences arising to the Company or the other Members) related to or arising from the Withdrawal or such Withdrawing Member’s attempt to force a distribution from the Company; and
(c) the Company shall not be obligated to repurchase the Member’s Membership Interest because of such Withdrawal.
31
4.6 Reimbursement for Costs and Expenses/Fees.
(a) The Manager shall be entitled to reimbursement from the Company for any reasonable and necessary out-of-pocket costs and expenses incurred in good faith by the Manager on behalf and for the benefit of the Company. The Manager shall establish policies pursuant to which a Member shall be entitled to reimbursement from the Company for any reasonable and necessary out-of-pocket costs and expenses incurred by such Member on behalf and for the benefit of the Company, but only provided that such expenses were incurred with the prior consent and authorization of the Manager. Except as specifically set forth in this Agreement, no Member shall be entitled to receive any compensation from the Company or from any other Member for services performed in such capacity.
(b) The Manager shall receive no additional compensation for acting as Manager of the Company or for other services on behalf of the Company.
4.7 Voting. Unless expressly set forth otherwise herein, whenever any decision, election, approval, consent or other action is to be determined by a vote of the Members, such vote shall be made by the Members at a meeting called for such purpose, with each Member being entitled to cast a number of votes equal to such Member’s Participating Percentage in the Profits of the Company. The presence of sixty-six and two-thirds percent (66 & 2/3%) of the total Participating Percentages, in person or by proxy, shall constitute a quorum for any vote. Unless otherwise provided in this Agreement, an affirmative vote of sixty-six and two-thirds percent (66 & 2/3%) of the total Participating Percentages shall be required and be sufficient to constitute a vote in favor of the particular matter being voted upon.
4.8 Meetings of the Members. A meeting of the Members may be called by the Manager or any Member provided the meeting is called in good faith and for a business purpose, at the principal place of business of the Company, or such other place as the Manager may designate, upon delivery of notice of the date, place, and time of such meeting to all Members not less than five (5) days prior to the meeting date. Unless otherwise required by law, the notice need not specify either the purpose of the meeting or the nature of the business to be transacted at the meeting. The Manager’s attendance at any such meeting of the Members shall be required for there to be a quorum for such meeting. A Member may waive the right to notice of a meeting in writing and shall be deemed to have waived the right to notice by attending the meeting in person or by proxy, unless the Member attends solely to object, at the beginning of the meeting, that the meeting was not properly called. Members may vote at any meeting in person, by proxy or by participating by conference telephone call or other means of communication by which all parties can hear each other. The failure of the Members to hold meetings at regular intervals shall not affect the validity of their acts hereunder or the acts of the Manager or entitle the Members to any rights or remedies.
Any action which may be taken at a meeting of the Members may be taken without a meeting and without a vote, if a consent in writing setting forth the action so taken, is executed by the Members representing not less than the minimum Participating Percentage which would be necessary to take such action at a meeting.
4.9 Guaranty of Loans. The Company may obtain one or more loans from lenders for the purposes of acquiring, improving or refinancing Company Property, or to make funds available for the Company’s working capital needs. As a condition to and as a part of the loan documentation, the lender may require that the Manager, a Member, or their Affiliates (the “Guarantors”) execute and deliver some or all of a guaranty of payment, a guarantee of performance or completion (collectively, “Guaranty”) pursuant to which said Manager or Member or their affiliate assume certain personal liability with respect to the loan, and the lender may reserve the right to pursue either or all of the Guarantors in whatever order of priority the lender in its sole discretion elects, and the lender may reserve the right to pursue its remedies under the Guaranty prior to pursuing other remedies available to it under the various loan documents.
32
If at any time any monies are paid by the Guarantor to the lender in connection with a Guaranty, the Guarantor will be repaid from the proceeds of the disposition of the Property before the Members receive any of their capital contributions back and prior to any repayment of Member loans by the Company.
4.10 Member Obligations and Illinois Law. Each Member shall: (i) provide the Company any item required under applicable law and regulations including, but not limited to, finger prints, tax returns and acknowledgment of service of process; and (ii) ensure that any Person such Member appoints or nominates to a position with the Company provides the Company any item required under applicable law and regulations including, but not limited to, finger prints, tax returns and acknowledgment of service of process.
ARTICLE V
MANAGEMENT
5.1 Board of Directors. The Board of Directors shall consist of two (2) Persons: one (1) Person appointed by FOREFATHERS VENTURES LLC; and one (1) Person appointed by GRMA. The Board of Directors shall be responsible for reviewing the Company’s capital budget going forward (on an annual basis), discussing high-level strategic positioning with the Manager, monitoring general compliance and controls procedures, and other such functions as requested by the Manager from time to time. The Board of Directors shall receive no additional compensation for serving on the Board of Directors. Decisions of the Board of Directors shall be by majority vote; provided, that in the case of a deadlock in connection with any matter, the Manager shall cast the deciding vote.
5.2 Manager. The Manager shall be GRMA. Without limiting the generality of the foregoing, the Manager shall manage the business, property and affairs of the Company, and all powers of the Company (including, without limitation, the power to establish policy and operating procedures respecting the business affairs of the Company, the power to distribute available cash and to raise additional cash, and the power to make any and all decisions within or outside of the ordinary course of business of the Company) shall be exclusively exercised by or under the direction of the Manager. The Manager shall perform its duties and responsibilities hereunder in such manner as it deems to be in the best interests of the Company and its Members, but the Manager shall not be liable to the Company or to its Members as a result of any good faith business judgment made by the Manager. The Manager may be removed only for cause upon the unanimous written consent of the Board of Directors.
5.3 Power to Bind the Company. The execution of any document by the Manager shall be sufficient to constitute the act of, and be binding upon, the Company. No other party, including any Member, shall have the authority to bind the Company. No third party shall have any duty to inquire as to the due authorization with respect thereto, nor there be any need for any written resolution setting forth such authorization.
33
5.4 Indemnification by the Company. The Company shall indemnify the Manager and its Members for all costs, losses, liabilities and damages paid or incurred by any of them for any action taken or failure to act on behalf of the Company, including without limitation judgments, settlements, penalties, fines and expenses incurred in a proceeding to which any such Person is a party because the Person is or was a manager or officer of the Company, unless such action or failure to act constitutes a breach of fiduciary duty.
ARTICLE VI
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
6.1 Capital Contributions. The Members have made Capital Contributions to the Company. If the Company needs additional capital to meet its obligations, the Company may borrow all or part of such additional capital from any source, including, without limitation, the Members in accordance with Section 6.3.
6.2 No Additional Capital. No Member shall be required to make additional capital contributions.
6.3 Loans.
(a) In addition to debt specifically agreed to by the Members, if, in the opinion of the Manager, the Company’s revenues and funds are not sufficient to satisfy the obligations and liabilities of the Company, or to preserve and protect the assets of the Company, the Manager may arrange for the Company to borrow such required funds at such interest rate and on such terms and conditions as the Manager deems advisable, provided that no Member (without its prior written consent) shall be required to make or guaranty any such loan to the Company, except as otherwise expressly provided herein. Any such loan may be from the Manager on terms that are consistent with standard market terms in the industry in which the Company operates.
(b) If, at any time the Manager determines that the Company’s revenues and funds are insufficient to satisfy the obligations and liabilities of the Company, or to preserve and protect the assets of the Company, one or more of the Members or Affiliates of any of them may loan the required funds to the Company. Any Member making a loan to the Company shall be understood to have all rights against the Company with respect to that loan which a third-party lender would have against the Company.
6.4 Capital Accounts. A separate capital account shall be established and maintained for each Member in accordance with Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. Without limiting the foregoing, there shall be credited to each Member’s capital account (i) the amount of money and the fair market value (as determined by the Manager) of any property (net of related liabilities), contributed by the Member to the Company, and (ii) the Member’s share of income or gain (or items thereof), including income and gain exempt from tax. There shall be charged against each Member’s capital account (A) the amount of money and the fair market value (as determined by the Manager) of any property (net of related liabilities) distributed to the Member by the Company, and (B) the Member’s share of loss and deduction (or items thereof). If property is contributed to the capital of the Company or if there is a revaluation of Property so that the book value of the Property differs from its adjusted tax basis, the Member’s capital account shall be appropriately adjusted for income, gain, loss and deduction as required by Treasury Regulation Section 1.704-l(b)(2)(iv)(g). To the extent a Member’s capital account is greater than zero; such excess is hereinafter referred to as a “positive balance.” To the extent that a Member’s capital account is less than zero, said amount is hereinafter referred to as a “deficit balance.”
34
6.5 No Interest Payable. Members shall not have any right to receive interest from the Company with respect to balances in such Members’ capital accounts.
6.6 No Withdrawals. Members shall not have any right to withdraw capital from their capital accounts except as hereinafter expressly stipulated.
ARTICLE VII
DISTRIBUTIONS AND ALLOCATIONS
7.1 Distributions; Expenses.
(a) Distributions of Available Cash (which shall include any cash received by the Company with respect to the sale of any Company assets) shall be made in the following order of priority:
(i) First, to GRMA in connection with the loan made by GRMA to the Company pursuant to Section 5.02 of the MIPA (the “Loan”) until all amounts due and owing in respect of such Loan have been repaid in full; and
(ii) Second, to GRMA in such amounts and at such times as the Manager, in its sole discretion, determines notwithstanding the Members’ Participating Percentages.
(b) For purposes of clarification, notwithstanding anything to the contrary set forth herein or otherwise, prior to payment of any amounts in connection with Section 7.1(a), the Company shall pay all expenses, costs and fees due and owing to the Manager, a Member, an Affiliate of a Member or a third party.
7.2 Regulatory Allocations.
(a) After giving effect to the allocations set forth in Sections 7.2(b) through 7.2(g) hereof, Profit and Loss for any fiscal year shall be allocated among the Members so that the Capital Account of each Member, increased by such Member’s “share of partnership minimum gain” and “share of partner nonrecourse debt minimum gain” (as so increased, a Member’s Capital Account is hereinafter referred to as such Member’s “Augmented Capital Account”), is, as nearly as possible, positive in an amount equal to the cash the Company would distribute to such Member if (i) the Company liquidated by selling all of its properties for the values at which they are carried on the Company’s balance sheet as computed for book purposes (within the meaning of Section 3.3 hereof), (ii) the proceeds of such sales, and any other cash of the Company, were used to satisfy the Company’s debts in accordance with, and to the extent required by, their terms and (iii) the Company distributed any remaining cash to the Members pursuant to Section 7.2 hereof; provided, however, that no Loss shall be allocated to any Member for any fiscal year to the extent that such Loss would create or increase a deficit in such Member’s Adjusted Augmented Capital Account (as hereinafter defined).
35
(b) If, after giving effect to the allocations set forth in Sections 7.2(c) through 7.2(g) hereof, an allocation of Profit or Loss (determined without regard to this Section 7.2(b)) for any fiscal year would leave the Augmented Capital Account(s) of any Member(s) short of (less than) the aggregate amount that would be distributed to such Member(s) under the hypothetical circumstances described in Section 7.2(a) hereof, while leaving the Augmented Capital Account(s) of any other Member(s) above (more than) the aggregate amount that would be distributed to such other Member(s) under such circumstances, then items of income or gain shall be allocated to the former Member(s), and items of loss or expense shall be allocated to the latter Member(s), until either (i) Profit or Loss (determined, pursuant to Section 7.2(h)(3) hereof, without regard to the items of income, gain, expense or loss allocated pursuant to this Section 7.2(b)) can be allocated so as to cause each Member’s Augmented Capital Account to equal the amount that would be distributed to such Member under the hypothetical circumstances described in Section 7.2(a) hereof or (ii) there are no more items to allocate; provided, however, that no item of loss or expense shall be allocated to any Member for any fiscal year to the extent that such item would create or increase a deficit in such Member’s Adjusted Augmented Capital Account.
(c) After giving effect to the allocations set forth in Sections 7.2(d) through 7.2(g) hereof, items of gross income and gain shall be allocated to each Member in an amount and manner sufficient to eliminate, as quickly as possible, any deficit in such Member’s Adjusted Augmented Capital Account to the extent that such deficit is created or increased by any unexpected adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d) (4)- (6) of the Treasury Regulations. This Section 7.2(c) and the provisos of Sections 7.2(a) and 7.2(b) are intended to comply with the “alternate test for economic effect” in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.
(d) If, for a fiscal year, there is a net decrease in “partner nonrecourse debt minimum gain”, then each Member shall be allocated items of gross income or gain equal to such Member’s share of such net decrease, determined under Section 1.704-2(i) of the Treasury Regulations. However, in accordance with Section 1.704-2(i)(4) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in “partner nonrecourse debt minimum gain” results from (i) a capital contribution from such Member which is used to pay a liability of the Company or (ii) a refinancing or lapse of a guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a “nonrecourse liability”.
(e) If, for a fiscal year, there is a net decrease in “partnership minimum gain”, then each Member shall be allocated items of income and gain equal to such Member’s share of such net decrease, determined in accordance with Sections 1.704-2(f) and 1.7042(g) of the Treasury Regulations. However, in accordance with Section 1.704-2(f)(2) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in “partnership minimum gain” results from (i) a capital contribution from such Member which is used to pay a liability of the Company or (ii) a refinancing or guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a “partner nonrecourse debt” for which such Member bears the economic risk of loss.
36
(f) “Nonrecourse deductions” for any fiscal year shall be allocated among the Members pro rata, in accordance with their Percentage Interests.
(g) “Partner nonrecourse deductions” for any fiscal year shall be allocated to the Member who bears the economic risk of loss with respect to the “partner nonrecourse debt” to which such “partner nonrecourse deductions” are attributable in accordance with Section 1.704-2(i)(l) of the Treasury Regulations.
(h) For purposes of this Section 7.2:
(1) “Adjusted Augmented Capital Account” means, with respect to any Member as of the end of any fiscal year, such Member’s Augmented Capital Account (i) reduced by those anticipated allocations, adjustments and distributions described in Section 1.704-1(b)(2)(ii)(d)(4)-(6) of the Treasury Regulations, and (ii) increased by the amount of any deficit in such Partner’s Capital Account that such Member is deemed obligated to restore under Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations as of the end of such fiscal year.
(2) All terms set off in quotation marks shall have the meanings ascribed to them in Section 1.704-2 of the Treasury Regulations.
(3) “Profit” and “Loss” each means, for each fiscal year of the Company or other period, the Company’s profit or loss (as determined for purposes of preparing the Company’s balance sheet for book purposes within the meaning of Section 3.3 hereof), computed without taking into account any items of income, gain, expense or loss allocated pursuant to Section 7.2(b), 7.2(c), 7.2(d), 7.2(e), 7.2(f) or 7.2(g) hereof.
(i) It is intended that the amount to be distributed to a Member pursuant to Section 7.2 of this Agreement shall equal the amount such Member would receive if liquidation proceeds were instead distributed in accordance with Section 11.2 of this Agreement. This intended distribution amount for a Member is referred to as such Member’s “Targeted Distribution Amount.” Notwithstanding any preceding provision to the contrary in this Section 7.2, if upon a termination and liquidation of the Company, any Member’s ending Capital Account balance immediately prior to the distributions to be made pursuant to Section 7.2 of this Agreement would otherwise be less than such Member’s “Targeted Distribution Amount”, then, to the extent amended tax returns can be filed for prior fiscal years of the Company, such Member shall be specially allocated items of income or gain for such prior years, and items of loss or deduction for such prior years shall be allocated away from such Member to the other Members, until Profit or Loss for the year(s) of termination and liquidation of the Company can be allocated so as to cause such Member’s actual Capital Account balance to equal the Targeted Distribution Amount for such Member (and such Profit or Loss shall be so allocated).
37
(j) Anything contained in this Section 7.2 to the contrary notwithstanding, the allocation of Profit, Loss and items of income, gain, expense or loss for any fiscal year of the Company during which a Person acquires a Membership Interest shall take into account the Members’ varying interests in the Company for such fiscal year pursuant to any method permissible under Section 706 of the Code that is selected by the Members.
7.3 Allocation of Non-recourse Liabilities. Solely for the purpose of allocating excess non-recourse liabilities of the Company among the Members in connection with the determination of the Members’ adjusted tax bases in their Membership Interests in the Company, in accordance with Section 752 of the Code and the Treasury Regulations from time to time promulgated thereunder, the Members agree that such excess non-recourse liabilities, if any, shall be allocated to and among the Members in accordance with their respective Participating Percentages.
7.4 Priority and Distributions of Property. Except as otherwise provided herein, including for the avoidance of doubt Section 7.1, no Member shall have priority over any other Member either as to the return of capital or as to Profits, Losses or distributions. No Member shall have the right to demand or receive property other than cash for its capital in the Company or in payment of its share of Profits or Available Cash pursuant to Section 7.1; provided that the Manager may make in-kind distributions to GRMA in its discretion.
7.5 Special Allocation of Illinois Replacement Income Tax. Any deduction for Illinois replacement income tax imposed on the Company (or similar tax imposed by another state) shall be specially allocated on an equitable basis among the Members to reflect the allowance of any deduction for State income tax purposes of the amount of distributive share of Company income allocated to an entity subject to the Illinois replacement income tax (or similar tax imposed by another state).
7.6 Tax Allocations; Section 704(c) of the Code. In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its book value, in the same manner as such variations are treated under Section 704(c) of the Code. Any elections or other decisions related to such allocations shall be made by the Manager in any manner that reasonably reflects the purpose and intention of the Agreement. Allocations pursuant to this Section 7.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing any Member’s Capital Account or share of income, gain, loss or deduction pursuant to any provision of this Agreement.
ARTICLE VIII
TAX MATTERS
8.1 Tax Returns. The Company shall be treated and shall file its tax returns as a partnership for federal, state and local income tax and other tax purposes. The Manager shall cause the Company’s accountants to prepare, on an accrual basis, all federal, state and local partnership, business and all other tax returns required to be filed. Each Member shall notify the Manager upon receipt of any notice of tax examination, deficiency or adjustment of the Company by federal, state or local authorities, and the Manager shall promptly notify each Member of such matter.
38
8.2 Tax Matters Partner. The Manager is hereby designated as the tax matters partner or “partnership representative” for the Company, as defined in Code Section 6231(a)(7). The tax matters partner so designated shall comply with the requirements of Code Sections 6221 through 6233.
8.3 Tax Policy. The Company shall make any and all tax, accounting and reporting elections, and shall adopt such procedures as the Manager may determine.
8.4 Fiscal Year. The fiscal year of the Company shall end on December 31 of each year, unless (subject to obtaining consent of the IRS) the Manager shall select and designate a different fiscal year of the Company.
ARTICLE IX
RESTRICTIONS ON TRANSFERS OF INTERESTS IN THE COMPANY
9.1 General Prohibition. EXCEPT AS SET FORTH IN THE ILLINOIS COMPASSIONATE USE OF MEDICAL CANNABIS PILOT PROGRAM ACT AND THE ILLINOIS CANNABIS REGULATION AND TAX ACT, AS APPLICABLE, AND EXCEPT AS PROVIDED IN SECTIONS 4.5 AND 9.5, NO MEMBER SHALL SELL, TRANSFER, ENCUMBER, PLEDGE, OR ASSIGN ALL OR ANY PART OF ITS INTEREST IN THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGER, WHICH CONSENT MAY BE GRANTED OR WITHHELD IN THE MANAGER’S SOLE AND ABSOLUTE DISCRETION. IN ORDER FOR AN ASSIGNEE TO CONSTITUTE A SUBSTITUTED OR ADDITIONAL MEMBER OR A PERMITTED ASSIGNEE, THE CONDITIONS SET FORTH IN SECTION 9.2 MUST BE SATISFIED. IN NO EVENT SHALL THE MANAGER CONSENT TO AN ASSIGNMENT OF ANY INTEREST OF A MEMBER IN THE COMPANY UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY (IF SO REQUESTED BY THE MANAGER) SUCH ASSIGNMENT (I) WILL NOT RESULT IN A TERMINATION OF PARTNERSHIP TAX TREATMENT OF THE COMPANY FOR FEDERAL INCOME TAX PURPOSES, (II) WILL NOT RESULT IN THE COMPANY FAILING TO QUALIFY FOR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL OR ANY APPLICABLE STATE SECURITIES LAWS, AND (III) WILL NOT RESULT IN A DEFAULT UNDER ANY CONTRACT OR OTHER AGREEMENT TO WHICH THE COMPANY OR ANY OF ITS ASSETS IS BOUND.
9.2 Admission Requirements. Subject to the consents required in Section 9.1 above, no Person shall be admitted as an additional or substituted Member under this Agreement unless and until:
(a) an assignment contemplated by Section 9.1 is made in writing, signed by the assigning Member and accepted in writing by the assignee, and a duplicate original of such assignment has been delivered to and approved by the Manager;
(b) the Company has received an opinion of counsel as contemplated by Section 9.1 or the Manager has waived this requirement; and
(c) the prospective admittee executes and delivers to the Company a written agreement in form reasonably satisfactory to the Manager, pursuant to which said Person agrees to be bound by and confirms the obligations, representations and warranties contained in this Agreement.
39
9.3 Effect of Transfer. In the event an assignment is made in accordance with the terms hereof, unless otherwise required by the Code:
(a) the effective date of such assignment shall be the date the written instrument of assignment is delivered to the Company and approved by the Manager.
(b) the Company and the other Members shall be entitled to treat the assignor of the assigned interest as the absolute owner thereof in all respects and shall incur no liability for allocations of Profits or Losses and distributions of Available Cash made in good faith to such assignor until such time as the written instrument of assignment has been actually received and approved by the Manager and recorded in the books of the Company; and
(c) the division and allocation of Profits or Losses, other than Profits or Losses resulting from a Liquidation Sale, attributable to the Company interests between the assignor and assignee during any fiscal year of the Company shall be based upon the length of time during such fiscal year, as measured by the effective date of such assignment, that the assigned interest was owned by each of them and shall not be based upon the date or dates during such fiscal year in which income was earned or losses were sustained by the Company; and the division and allocation of Profits or Losses resulting from a Liquidation Sale shall be based upon the date or dates such income was earned or losses were sustained.
9.4 Cost of Transfer. The cost of processing and perfecting an admission contemplated by this Article (including reasonable attorneys’ fees incurred by the Company) shall be borne by the party seeking admission as a Member to the Company. No costs shall be applicable if the transfer is a Permitted Transfer as defined in Section 9.5.
9.5 Permitted Transfers. Notwithstanding the foregoing, and subject to the transfer provisions of the Illinois Compassionate Use of Medical Cannabis Program Act and the Illinois Cannabis Regulation and Tax Act, each Member shall have the right to transfer some or all of his/her/its Membership Interest (i) to another Member, or (ii) to any partnership, trust, or other entity owned and controlled by such Member or, as applicable, his/her spouse, children, parents or other relatives, made for tax or estate planning purposes. Such transferee shall be referred to herein at times as a “permitted transferee” and such transfer shall be referred to herein as a “Permitted Transfer.” Upon the consummation of such Permitted Transfer and the permitted transferee’s assumption of all obligations and liabilities of the transferor, the transferor shall be released of all obligations and liabilities hereunder arising after the date of such transfer.
9.6 Death, Incompetency, Bankruptcy or Dissolution of a Member.
(a) Upon the death or legal incompetency of an individual Member, his or her personal representative shall have all of the rights of a Member for the purpose of effecting the orderly winding up and disposition of the Membership Interest of such Member, and such power as such Member possessed to become or designate a successor as an assignee of his or her Membership Interest in the Company and to join with such assignee in making application to substitute such assignee as a substitute Member of the Company.
40
(b) Upon the bankruptcy, insolvency, dissolution, or cessation of the existence as a legal entity of a Member, the authorized representative of such Member shall have all of the rights of the Member for the purpose of effecting the orderly winding up and disposition of the Membership Interest of such Member, and such power as such Member possessed to become or designate a successor as an assignee of its Membership Interest in the Company and to join with such assignee in making application to substitute such assignee as a substitute Member of the Company.
(c) If a Member’s Membership Interest is held in joint tenancy, then upon the death or incompetency of one of the joint tenants, the surviving joint tenant shall be the substitute Member of the Company, without any action of the Company.
ARTICLE X
CONTINUATION AND DISSOLUTION OF THE COMPANY
10.1 Dissolution. The Company may be dissolved and its affairs wound if such action shall have been approved and directed by the Manager.
ARTICLE XI
WINDING UP AND LIQUIDATION OF THE COMPANY
11.1 Winding Up. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement, or by the Manager, the Company’s business shall be wound up and all its assets shall be converted to cash or its equivalent and its affairs shall be wound up with reasonable speed but with a view towards obtaining fair value for Company assets, and thereupon unless otherwise required under the LLC Act, the proceeds of liquidation shall be distributed in accordance with the provisions of Section 7.1 hereof. Throughout the winding up and liquidation of the Company, the management and control of the Company shall continue to be vested in the Manager in accordance with the terms of Article 5 above. The Manager shall have the right, power and authority, in connection with such dissolution, to establish one or more liquidating trusts for the benefit of the Members, and the Manager shall serve as the trustee thereof.
11.2 Distributions and Allocations During Winding Up of the Company. Upon the dissolution of the Company for any reason, during the period of liquidation and until termination of the Company, the Company shall continue to make distributions and to allocate Profits and Losses for all tax and other purposes as provided in Section 7.1 of this Agreement.
11.3 No Restoration of Deficit Capital Accounts. Except as otherwise expressly provided, at no time shall a Member with a deficit balance in its capital account have any obligation to the Company or to another Member or to any other Person to restore such deficit balance.
11.4 Liquidating Trust. Upon any dissolution of the Company, the Manager is expressly authorized and empowered, in its sole discretion, to establish and create one or more liquidating trusts for the benefit of the Members. The Members under this Agreement shall become beneficiaries under such liquidating trusts, and shall be entitled to the same distributions, allocations and priorities under such trust agreements to which they are entitled under this Agreement. The Manager is empowered to transfer any or all of the Company’s assets to such liquidating trusts, and to conduct a liquidation of the assets of the Company by and through said liquidating trusts. The trustees of any of such liquidating trusts shall be the Manager and such trustees and said trusts shall have each and all of the powers which the Manager has been given under this Agreement with respect to the liquidation and winding up of the Company business, including expressly, without limitation, the powers of attorney to act for and execute instruments on behalf of the Members, in their then capacity as beneficiary of said liquidating trusts.
41
ARTICLE XII
NOTICES
12.1 Notices. All notices, approvals, offers or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given or made if delivered to the intended recipient at the address set forth below on or prior to 5:00 p.m. Central Time on a Business Day (i) upon the date of personal delivery (if notice is delivered by personal delivery), (ii) on the date of delivery, as confirmed by written confirmation (if notice is delivered by email transmission) provided that a duplicate of such notice is sent to the other party by first class mail, postage prepaid on the day of transmission, (iii) on the day one Business Day after deposit with a nationally recognized overnight courier service (if notice is delivered by nationally recognized overnight courier service), or (iv) on the fifth (5th) Business Day following mailing from within the United States by first class United States mail, postage prepaid, certified mail return receipt requested (if notice is given in such manner), and in any case addressed to the parties at the addresses set forth below (or to such other addresses as the parties may specify by due notice to the other). Notices not delivered before 5:00 p.m. on a Business Day shall be deemed to have been delivered on the next Business Day.
12.2 Copies of Notices from Third Parties. A copy of any notice, service of process or other document in the nature thereof relating to the Company or its assets and received by any Member from anyone other than the Company shall be delivered by the receiving Member to the Company as soon as practicable.
ARTICLE XIII
MISCELLANEOUS
13.1 Additional Documents and Acts. In connection with this Agreement as well as all transactions contemplated by this Agreement, each party hereto shall execute and deliver such additional documents and instruments, and perform such additional acts, as any other party hereto may reasonably deem necessary or desirable from time to time to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.
13.2 Entire Agreement. This Agreement and the agreements and instruments delivered pursuant hereto contain all of the understandings and agreements of whatsoever kind and nature existing between the parties hereto with respect to the matters dealt with in this Agreement and the rights, interests, understandings, agreements and obligations of the respective parties pertaining to the Company.
13.3 Prior Agreements. Any and all prior agreements between the parties with respect to such subject matter are hereby superseded. Time is of the essence of this Agreement.
42
13.4 Paragraph Headings. All paragraph headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.
13.5 Benefit. Except as herein otherwise expressly stipulated to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein contained, express or implied, is intended to confer upon any Person other than the parties hereto and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.
13.6 Waiver. The failure to insist upon strict enforcement of any of the provisions of this Agreement or of any agreement or instrument delivered pursuant hereto shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any agreement or instrument delivered pursuant hereto or any provision hereof or the right of any party hereto to thereafter enforce each and every provision of this Agreement and each agreement and instrument delivered pursuant hereto. No waiver of any breach of any of the provisions of this Agreement or any agreement or instrument delivered pursuant hereto shall be effective unless set forth in a written instrument executed by the party against which enforcement of such waiver is sought, and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.
13.7 Counterparts. This Agreement may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement.
13.8 Amendments. Any amendment to this Agreement shall be adopted and be effective as an amendment hereto if approved by the Manager; provided, however, that (a) no amendment which has a disproportionate and materially adverse effect on any Member shall be approved without the consent of such Member, and (b) no amendment shall be made, and any such purported amendment shall be void and ineffective, to the extent the result thereof would be to cause the Company to be treated as anything other than a partnership for purposes of United States income taxation. Notwithstanding the foregoing, the Manager may (x) amend the Schedule A to reflect any changes thereto, and (y) amend this Agreement to cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof provided such amendment under this clause (y) does not materially and adversely affect the interests of the Members.
13.9 Survival. The representations, warranties and covenants of the Members and the Company contained herein or in any agreement or instrument delivered pursuant hereto shall survive the consummation of the transactions contemplated hereby and shall not be affected by any investigation which may have been made by any of the parties hereto.
43
13.10 Confidentiality. Each Member agrees that at all times, it will keep confidential and not disclose (directly or indirectly) to any Person any of the Confidential Information and will use the Confidential Information solely for the express purpose of fulfilling his/her/its obligations under this Agreement. A Member shall not use or attempt to use any such Confidential Information in any manner which may injure or cause loss or which is calculated to injure or cause loss, whether directly or indirectly, to the Company. All Confidential Information shall be and remain the sole and exclusive property of the Company and immediately upon withdrawal of a Member, the withdrawing Member shall deliver all documentation or materials relating to the Company’s business, and all copies thereof, to the Company at its main office, together with a certification that it has fully complied with such obligation. To the extent that any court or agency seeks to have a Member disclose any Confidential Information, the Member shall promptly inform the Company and take such reasonable steps to prevent any disclosure of Confidential Information until the Company shall have been informed of such requested disclosure and the Company shall have had an opportunity to respond to such court or agency. Notwithstanding the foregoing, GRMA shall have the right to share Confidential Information with its accountants, lawyers, members, lenders and representatives so long as such recipient has agreed to confidentiality restrictions with GRMA. In addition, GRMA shall be entitled to disclose any information that it and/or its affiliates are required to disclose under applicable laws, rules, regulations and stock exchange policies.
13.11 Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. All references herein to “Sections” shall refer to corresponding provisions of this Agreement. Whenever the words “including,” “includes” or words of similar import appear in this Agreement, they shall be deemed to be followed by the words “without limitation.” Words in the singular shall be deemed to include the plural and vice versa.
13.12 Governing Law. This Agreement shall, in all respects, be construed in accordance with and governed by the laws of the State of Illinois as applied to agreements among Illinois residents entered into and to be performed entirely within the State of Illinois.
13.13 Dispute Resolution.
(a) Informal Resolution; Mediation. It is the intent of the Company, the Manager, and the Members to bring all disputes between or among any of them to an early, efficient and final resolution. To that end, the parties shall in good faith first attempt to informally resolve any controversy or claim arising under or in connection with this Agreement, or in connection with the validity, construction, performance, or purported breach of this Agreement, or in connection with the subject matter of this Agreement. If the parties are unable to reach agreement resolving the dispute within twenty (20) days after notice is given by any party to the others, the parties shall present the dispute to a mediator which shall be initiated and conducted at the Chicago, Illinois office of the Judicial Arbitration and Mediation Service (“JAMS”) (or the closest office of JAMS thereto), or its successor, with a mediator mutually agreed upon by the parties, or if the parties are unable to agree upon a mediator, as appointed by JAMS.
(b) Jurisdiction; Waiver of Jury Trial. It is the intent of the parties that any disputes or controversies arising under or in connection with this Agreement be resolved pursuant to mediation in accordance with Section 13.13(a); provided, however, that the parties are unable to resolve any dispute pursuant to such section, the following provisions shall govern the resolution of all disputes or controversies arising under this Agreement: any suit, action or proceeding seeking to enforce any provision of, or based on any dispute or matter arising out of or in connection with, this Agreement shall be brought in the courts of the State of Illinois, in Cook County. Each of the parties (a) consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding, (b) irrevocably waives, to the fullest extent permitted
44
by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum, (c) will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (d) will not bring any action relating to this Agreement in any other court, and (e) to the fullest extent permitted by law, voluntarily, knowingly, irrevocably and unconditionally waives any right to have a jury participate in the resolution of any such dispute or matter. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party in accordance with the notice provisions hereof will be deemed effective service of process on such party.
(c) Public Policy. Each party to this Agreement hereby irrevocably waives any defense based on federal law or that the transactions contemplated by this Agreement are void as against public policy or based on illegality under federal cannabis laws.
13.14 Third Party Beneficiaries. The parties hereto agree that the provisions of this Agreement are intended for the benefit of, and are enforceable by, each Member and their respective successors and permitted assigns and transferees. Nothing in this Agreement shall be construed as giving any other Person any right, remedy or claim under or in respect of this Agreement or any provision hereof.
13.15 Advice of Counsel. Each party to this Agreement acknowledges that, in executing this Agreement, such party has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.
[SIGNATURE PAGE TO FOLLOW]
45
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day of year first written above.
| MANAGER: | ||
|
GROWN ROGUE MANAGEMENT ASSOCIATES LLC, an Illinois limited liability company |
||
| By: | ||
| Name: | J. Obie Strickler | |
| Title: | Manager | |
| Address: | 550 Airport Road Medford, OR 97504 |
|
| Email Address: | obie@grownrogue.com |
| MEMBERS: | ||
|
FOREFATHERS VENTURES LLC, an Illinois limited liability company |
||
| By: | ||
| Name: | Shari Wilson | |
| Title: | Manager | |
| Address: | ||
| Email Address: |
|
GROWN ROGUE MANAGEMENT ASSOCIATES LLC, an Illinois limited liability company |
||
| By: | ||
| Name: | J. Obie Strickler | |
| Title: | Manager | |
| Address: | 550 Airport Road Medford, OR 97504 |
| Email Address: | obie@grownrogue.com |
[Signature Page of Amended and Restated Operating Agreement of SEA Craft LLC]
46
SCHEDULE A
Members
| NAME | PARTICIPATING PERCENTAGE |
| FOREFATHERS VENTURES LLC | 51% |
| GROWN ROGUE MANAGEMENT ASSOCIATES LLC | 49% |
| TOTAL | 100% |
[Schedule A of Amended and Restated Operating Agreement of SEA Craft LLC]
47
Exhibit 10.20
THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS INSTRUMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
SECURED PROMISSORY NOTE
| $490,000.00 | March 11, 2026 |
FOR VALUE RECEIVED, GROWN ROGUE MANAGEMENT ASSOCIATES LLC, an Illinois limited liability company (“Borrower”), hereby unconditionally promise to pay to the order of INVENTIONPORT, INC., an Illinois corporation (“Holder”), the principal amount of Four Hundred Ninety Thousand Dollars ($490,000.00) (the “Principal Amount”), together with interest thereon as set forth herein.
This Secured Promissory Note (“Note”) is issued pursuant to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of March 11, 2026, by and among Borrower in its capacity as “Buyer” thereto, Holder, in its capacity as “Kane Seller” thereto, Forefathers Ventures LLC, an Illinois limited liability company, and Sea Craft, LLC, an Illinois limited liability company, as the “Company” party thereto.
Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement. The terms and conditions of the Purchase Agreement are, by this reference, incorporated in, and made a part of, this Note.
1. Interest; DCEO Loan Payments.
(a) Interest shall accrue on the outstanding Principal Amount commencing on the date that is the first day of the first full calendar month following the Closing Date (“Commencement Date”) at a rate equal to ten percent (10%) per annum, unless an Event of Default (as defined below) has occurred, at the place and in the manner hereinafter provided, until all amounts due and payable hereunder including the Principal Amount, interest, Default Interest (as defined below), if any, and any fees and costs (collectively, the “Balance Owed”) have been paid in full. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed.
(b) Notwithstanding the foregoing, all payments of principal and interest due and owing under this Note shall be reduced by an amount equal to 24.01% of any amount paid by the Company to the DCEO in connection with the DCEO Loan at such time and in such amounts as any such payments in respect of the DCEO Loan are made.
(c) Notwithstanding anything to the contrary set forth in the Amended and Restated Company Operating Agreement or otherwise, Borrower agrees that no cash distributions shall be made from Borrower to its members, other than those consistent with interest payments on amounts advanced by such members, unless and until all amounts due and owing to the Holder under this Note have been paid in full.
2. Payment and Prepayments.
(a) Commencing on the day that is the first day of the first full calendar month following the Commencement Date and continuing on the first calendar day of each month thereafter (each, a “Payment Date”) until the twenty-fourth (24th) month anniversary of the Commencement Date (the “Maturity Date”), Borrower shall make payments to Holder in consecutive monthly installments of interest accrued on the outstanding Principal Amount. The Principal Amount together with all accrued and unpaid interest and all other amounts payable under this Note shall be due and payable on the Maturity Date. Borrower may prepay the Balance Owed at any time prior to the Maturity Date.
(b) All amounts due on a Payment Date that is not a Business Day shall be paid on the next succeeding Business Day. As used herein, “Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Chicago, Illinois are authorized or required by applicable law to be closed for business.
(c) Unless otherwise indicated herein, any payment to be made hereunder shall be made at the direction of Holder by wire transfer of immediately available funds to an account designated in writing by Holder and shall be sent so as to be received not later than the date on which such payment is due.
(d) Any payments made by Borrower shall be deemed to be made first in respect of any accrued but unpaid interest due hereunder, and second in respect of the outstanding Principal Amount due hereunder.
3. Security.
(a) Borrower hereby pledges to Holder, and grants to Holder a first priority security interest in and continuing lien on all of Borrower’s right, title and interest in, to and under the Minority Interest held directly or indirectly by Borrower, together with all dividends, distributions, interest, profits, premiums, income, proceeds and products of and from any and all of the foregoing (collectively, the “Pledged Collateral”). For the avoidance of doubt, until such time as Holder exercises its rights with respect to the Pledged Collateral, all economic burdens and benefits of ownership with respect to the Pledged Collateral, including the right to appreciation, the risk of loss and the right to receive dividends, are retained by Borrower, but shall be subject to Section 1 above.
(b) This Note secures, and the Pledged Collateral is security for the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all obligations of Borrower of any kind under or in connection with this Note.
(c) The Pledged Collateral is uncertificated. If the Pledged Collateral later becomes certificated, Borrower shall immediately deliver to Holder all such certificates evidencing the Pledged Collateral, together with duly executed instruments of transfer or assignment in blank, in form and substance reasonably satisfactory to Holder.
(d) This Note shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until the satisfaction of all obligations under this Note. Upon satisfaction of all obligations under this Note, the security interest granted hereby shall automatically terminate hereunder and all rights to the Pledged Collateral shall revert to Borrower.
2
(e) Borrower agrees that it shall, at Holder’s reasonable request, promptly execute and deliver and file or cause to be filed of record all financing statements, amendments thereto or other further instruments and documents., Borrower further agrees that a photocopy or other reproduction of this Note or of a financing statement is sufficient as a financing statement. Borrower represents and warrants that its exact legal name and principal residence are as set forth on the signature pages hereto. Borrower agrees that it shall not change its legal name or principal address except upon prior written notice thereof to Lender, and shall file or cause to be filed of record all financing statements or amendments thereto as may be reasonably necessary to maintain the validity, perfection and priority of the security interest granted hereby as a result of such change.
(f) Borrower agrees not to: (i) directly or indirectly (whether by act, omission, or operation of law), transfer any of the Pledged Collateral (other than the pledge pursuant to this Note); (ii) create or permit to exist any pledge upon or with respect to any of the Pledged Collateral except pursuant to this Note; (iii) create, incur, assume or suffer to exist any indebtedness or liability that is secured by the Pledged Collateral; or (iv) enter into any other contractual obligations which may restrict or inhibit Holder’s rights or ability to sell or otherwise dispose of the Pledged Collateral or any part thereof.
(g) Holder shall have the right, at any time in its discretion following the occurrence of an Event of Default, to transfer to or to register in the name of Holder or any of its nominees any or all of the Pledged Collateral without further action or consent by, or notice to, Borrower.
4. Covenants of Borrower. Until payment in full of all amounts due and owing under this Note, Borrower shall: within five (5) Business Days of becoming aware of the existence of any condition or event constituting an Event of Default hereunder, deliver written notice to Holder specifying the nature and period of existence thereof and any action which Borrower is taking or is proposing to take with respect thereto.
5. Default.
(a) Events of Default. Each of the following shall be an “Event of Default” under this Note:
(i) Failure to Pay. Borrower fails to make a payment under this Note when due or upon acceleration, maturity, or otherwise, and such payment (for principal, interest, fees, or otherwise) remains unpaid for a period of ten (10) days from receipt of written notice of same;
(ii) Voluntary Bankruptcy or Insolvency Proceedings. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), Borrower (A) commences a voluntary case or proceeding, but not dismissed or stayed within sixty (60) days after the commencement of the case or proceeding; (B) consents to the entry of an order for relief against it in an involuntary case which remains undischarged or unstayed for a period of sixty (60) days; (C) consents to the appointment of a trustee, receiver, assignee, liquidator, or similar official; (D) makes an assignment for the benefit of its creditors; or (E) admits in writing its inability to pay its debts as they become due;
3
(iii) Involuntary Bankruptcy. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against Borrower in an involuntary case, but not dismissed or stayed within sixty (60) days after the commencement of the case or proceeding; (B) appoints a trustee, receiver, assignee, liquidator, or similar official for Borrower or substantially all of Borrower’s assets; or (C) orders the liquidation of Borrower, and in each case the order or decree is not dismissed within sixty (60) days; or
(iv) Material Breach of the Note. The occurrence of a material breach of Section 3 of this Note by Borrower, and the continuance of such material breach for the greater of (A) ten (10) Business Days or (B) the applicable cure period, as applicable, for such material breach, in each case after Holder has provided Borrower with written notice thereof; provided, however, if any such material breach cannot reasonably be cured within such cure period, such cure period shall be extended for such additional period of time as shall be reasonably necessary to cure such material breach so long as curative action is diligently pursued by Borrower throughout the extended cure period; provided, that such extended cure period shall be no longer than thirty (30) days.
(b) Interest upon Default. To the extent an Event of Default has occurred and is continuing, from and after the date of such Event of Default, the entire outstanding unpaid Balance Owed under this Note shall bear interest at the rate of fifteen percent (15%) per annum or, if such rate exceeds the maximum rate allowable by applicable law, then the maximum rate permitted by applicable law (“Default Interest”). Default Interest will accrue and be added to the Balance Owed until such Event of Default is cured, if curable, or the Balance Owed is paid in full.
(c) Remedies. Upon the occurrence of an Event of Default beyond any applicable cure period, Holder may, at its option, (i) without notice, demand or presentment (all of which are fully waived by Borrower), declare the entire unpaid Balance Owed under this Note to be immediately due and payable, including all accrued and unpaid interest including Default Interest, and (ii) exercise any and all rights and remedies available to it under applicable law.
(d) Enforcement Costs. If any suit or action is instituted to collect the sums due and owing under this Note, Borrower shall pay all of Holder’s reasonably incurred costs of collection, including, without limitation, court costs and reasonable attorneys’ fees.
6. Remedies Cumulative. The rights and remedies of Holder provided herein shall be cumulative and not exclusive of any other rights or remedies provided by law, in equity, by contract or otherwise.
7. Waivers. Borrower hereby irrevocably and unconditionally (a) waives presentment, notice of non-performance, protest, notice of protest and notice of dishonor and all other protests to the full extent permitted by applicable law; (b) waives any right Borrower may have to require Holder to (i) proceed against any person or entity including without limitation any endorser or guarantor of the Note (or file a claim in any bankruptcy, probate, or other proceeding affecting such a person or entity) or proceed against any person or entity in any particular order; or (ii) exhaust any of the collateral under the Pledge Agreement, or pursue a particular remedy to the exclusion of others; and (c) solely in connection with Borrower’s failure to timely pay any amounts due and owing under this Note, waive the right to assert a defense to any such action by Holder to enforce its rights to payment under this Note. No waiver by Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by Holder. No waiver by Holder shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after such waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Note shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
4
8. Successors and Assigns. This Note may not be assigned or transferred by Borrower without the prior written consent of Holder. This Note shall inure to the benefit of the heirs, executors, administrators, legal representatives, successors, and assigns of Holder.
9. Severability. If a provision of this Note is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Note will not be impaired.
10. Usury. It is the intention of Borrower and Holder to comply strictly with any applicable usury law. In no event shall Borrower be entitled to receive interest, fees, charges, or other payments equivalent to interest in excess of the maximum rate that may be lawfully charged to Holder. In the event Holder ever receives payments that would be excessive interest under applicable law, such excess shall be applied in reduction of principal, and if the principal is paid in full, any remaining excess shall be refunded to Borrower.
11. Miscellaneous. The provisions of Notice, Governing Law, Personal Jurisdiction; Venue; Waiver of Jury Trial of the Purchase Agreement are incorporated herein, mutatis mutandis, as if a part hereof.
12. Counterparts. This Note may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. Delivery of signature pages may be made by facsimile, e-mail, or other electronic transmission, and shall be deemed originals for all purposes. Each party acknowledges and agrees it will not contest the validity or enforceability of this Note, including under any applicable statute of frauds, because it was accepted and/or signed in electronic form. Electronic records of a party when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.
[Signature Page Follows]
5
IN WITNESS WHEREOF, Borrower has executed this Note as of the date set forth above.
| BORROWER: | ||
GROWN ROGUE MANAGEMENT ASSOCIATES LLC, an Illinois limited liability company | ||
| By: | /s/ J. Obie Strickler | |
| Name: | J. Obie Strickler | |
| Title: | Manager | |
| Address: | 550 Airport Road Medford, OR 97504 |
| ACKNOWLEDGED AND AGREED: | ||
| HOLDER: | ||
INVENTIONPORT, INC., an Illinois corporation | ||
| By: | /s/ Timothy Kane | |
| Name: | Timothy Kane | |
| Title: | President | |
| Address: | 1539 Prairie Street Aurora, IL 60506 |
[Signature Page of Secured Promissory Note]
6
Exhibit 10.21
THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS INSTRUMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
SECURED PROMISSORY NOTE
| $510,000.00 | March 11, 2026 |
FOR VALUE RECEIVED, GROWN ROGUE MANAGEMENT ASSOCIATES LLC, an Illinois limited liability company (“Borrower”), hereby unconditionally promise to pay to the order of FOREFATHERS VENTURES, LLC, an Illinois limited liability company (“Holder”), the principal amount of Five Hundred Ten Thousand Dollars ($510,000.00) (the “Principal Amount”), together with interest thereon as set forth herein.
This Secured Promissory Note (“Note”) is issued pursuant to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of March 11, 2026, by and among Borrower in its capacity as “Buyer” thereto, Holder, in its capacity as “Wilson Seller” thereto, Inventionport, Inc., an Illinois corporation, and Sea Craft, LLC, an Illinois limited liability company, as the “Company” party thereto.
Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement. The terms and conditions of the Purchase Agreement are, by this reference, incorporated in, and made a part of, this Note.
1. Interest; DCEO Loan Payments.
(a) Interest shall accrue on the outstanding Principal Amount commencing on the date that is the first day of the first full calendar month following the Closing Date (“Commencement Date”) at a rate equal to ten percent (10%) per annum, unless an Event of Default (as defined below) has occurred, at the place and in the manner hereinafter provided, until all amounts due and payable hereunder including the Principal Amount, interest, Default Interest (as defined below), if any, and any fees and costs (collectively, the “Balance Owed”) have been paid in full. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed.
(b) Notwithstanding the foregoing, all payments of principal and interest due and owing under this Note shall be reduced by an amount equal to 24.99% of any amount paid by the Company to the DCEO in connection with the DCEO Loan at such time and in such amounts as any such payments in respect of the DCEO Loan are made.
(c) Notwithstanding anything to the contrary set forth in the Amended and Restated Company Operating Agreement or otherwise, Borrower agrees that no cash distributions shall be made from Borrower to its members, other than those consistent with interest payments on amounts advanced by such members, unless and until all amounts due and owing to the Holder under this Note have been paid in full.
2. Payment and Prepayments.
(a) Commencing on the day that is the first day of the first full calendar month following the Commencement Date and continuing on the first calendar day of each month thereafter (each, a “Payment Date”) until the twenty-fourth (24th) month anniversary of the Commencement Date (the “Maturity Date”), Borrower shall make payments to Holder in consecutive monthly installments of interest accrued on the outstanding Principal Amount. The Principal Amount together with all accrued and unpaid interest and all other amounts payable under this Note shall be due and payable on the Maturity Date. Borrower may prepay the Balance Owed at any time prior to the Maturity Date.
(b) All amounts due on a Payment Date that is not a Business Day shall be paid on the next succeeding Business Day. As used herein, “Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Chicago, Illinois are authorized or required by applicable law to be closed for business.
(c) Unless otherwise indicated herein, any payment to be made hereunder shall be made at the direction of Holder by wire transfer of immediately available funds to an account designated in writing by Holder and shall be sent so as to be received not later than the date on which such payment is due.
(d) Any payments made by Borrower shall be deemed to be made first in respect of any accrued but unpaid interest due hereunder, and second in respect of the outstanding Principal Amount due hereunder.
3. Security.
(a) Borrower hereby pledges to Holder, and grants to Holder a first priority security interest in and continuing lien on all of Borrower’s right, title and interest in, to and under the Minority Interest held directly or indirectly by Borrower, together with all dividends, distributions, interest, profits, premiums, income, proceeds and products of and from any and all of the foregoing (collectively, the “Pledged Collateral”). For the avoidance of doubt, until such time as Holder exercises its rights with respect to the Pledged Collateral, all economic burdens and benefits of ownership with respect to the Pledged Collateral, including the right to appreciation, the risk of loss and the right to receive dividends, are retained by Borrower, but shall be subject to Section 1 above.
(b) This Note secures, and the Pledged Collateral is security for the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all obligations of Borrower of any kind under or in connection with this Note.
(c) The Pledged Collateral is uncertificated. If the Pledged Collateral later becomes certificated, Borrower shall immediately deliver to Holder all such certificates evidencing the Pledged Collateral, together with duly executed instruments of transfer or assignment in blank, in form and substance reasonably satisfactory to Holder.
(d) This Note shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until the satisfaction of all obligations under this Note. Upon satisfaction of all obligations under this Note, the security interest granted hereby shall automatically terminate hereunder and all rights to the Pledged Collateral shall revert to Borrower.
2
(e) Borrower agrees that it shall, at Holder’s reasonable request, promptly execute and deliver and file or cause to be filed of record all financing statements, amendments thereto or other further instruments and documents., Borrower further agrees that a photocopy or other reproduction of this Note or of a financing statement is sufficient as a financing statement. Borrower represents and warrants that its exact legal name and principal residence are as set forth on the signature pages hereto. Borrower agrees that it shall not change its legal name or principal address except upon prior written notice thereof to Lender, and shall file or cause to be filed of record all financing statements or amendments thereto as may be reasonably necessary to maintain the validity, perfection and priority of the security interest granted hereby as a result of such change.
(f) Borrower agrees not to: (i) directly or indirectly (whether by act, omission, or operation of law), transfer any of the Pledged Collateral (other than the pledge pursuant to this Note); (ii) create or permit to exist any pledge upon or with respect to any of the Pledged Collateral except pursuant to this Note; (iii) create, incur, assume or suffer to exist any indebtedness or liability that is secured by the Pledged Collateral; or (iv) enter into any other contractual obligations which may restrict or inhibit Holder’s rights or ability to sell or otherwise dispose of the Pledged Collateral or any part thereof.
(g) Holder shall have the right, at any time in its discretion following the occurrence of an Event of Default, to transfer to or to register in the name of Holder or any of its nominees any or all of the Pledged Collateral without further action or consent by, or notice to, Borrower.
4. Covenants of Borrower. Until payment in full of all amounts due and owing under this Note, Borrower shall: within five (5) Business Days of becoming aware of the existence of any condition or event constituting an Event of Default hereunder, deliver written notice to Holder specifying the nature and period of existence thereof and any action which Borrower is taking or is proposing to take with respect thereto.
5. Default.
(a) Events of Default. Each of the following shall be an “Event of Default” under this Note:
(i) Failure to Pay. Borrower fails to make a payment under this Note when due or upon acceleration, maturity, or otherwise, and such payment (for principal, interest, fees, or otherwise) remains unpaid for a period of ten (10) days from receipt of written notice of same;
(ii) Voluntary Bankruptcy or Insolvency Proceedings. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), Borrower (A) commences a voluntary case or proceeding, but not dismissed or stayed within sixty (60) days after the commencement of the case or proceeding; (B) consents to the entry of an order for relief against it in an involuntary case which remains undischarged or unstayed for a period of sixty (60) days; (C) consents to the appointment of a trustee, receiver, assignee, liquidator, or similar official; (D) makes an assignment for the benefit of its creditors; or (E) admits in writing its inability to pay its debts as they become due;
3
(iii) Involuntary Bankruptcy. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against Borrower in an involuntary case, but not dismissed or stayed within sixty (60) days after the commencement of the case or proceeding; (B) appoints a trustee, receiver, assignee, liquidator, or similar official for Borrower or substantially all of Borrower’s assets; or (C) orders the liquidation of Borrower, and in each case the order or decree is not dismissed within sixty (60) days; or
(iv) Material Breach of the Note. The occurrence of a material breach of Section 3 of this Note by Borrower, and the continuance of such material breach for the greater of (A) ten (10) Business Days or (B) the applicable cure period, as applicable, for such material breach, in each case after Holder has provided Borrower with written notice thereof; provided, however, if any such material breach cannot reasonably be cured within such cure period, such cure period shall be extended for such additional period of time as shall be reasonably necessary to cure such material breach so long as curative action is diligently pursued by Borrower throughout the extended cure period; provided, that such extended cure period shall be no longer than thirty (30) days.
(b) Interest upon Default. To the extent an Event of Default has occurred and is continuing, from and after the date of such Event of Default, the entire outstanding unpaid Balance Owed under this Note shall bear interest at the rate of fifteen percent (15%) per annum or, if such rate exceeds the maximum rate allowable by applicable law, then the maximum rate permitted by applicable law (“Default Interest”). Default Interest will accrue and be added to the Balance Owed until such Event of Default is cured, if curable, or the Balance Owed is paid in full.
(c) Remedies. Upon the occurrence of an Event of Default beyond any applicable cure period, Holder may, at its option, (i) without notice, demand or presentment (all of which are fully waived by Borrower), declare the entire unpaid Balance Owed under this Note to be immediately due and payable, including all accrued and unpaid interest including Default Interest, and (ii) exercise any and all rights and remedies available to it under applicable law.
(d) Enforcement Costs. If any suit or action is instituted to collect the sums due and owing under this Note, Borrower shall pay all of Holder’s reasonably incurred costs of collection, including, without limitation, court costs and reasonable attorneys’ fees.
6. Remedies Cumulative. The rights and remedies of Holder provided herein shall be cumulative and not exclusive of any other rights or remedies provided by law, in equity, by contract or otherwise.
7. Waivers. Borrower hereby irrevocably and unconditionally (a) waives presentment, notice of non-performance, protest, notice of protest and notice of dishonor and all other protests to the full extent permitted by applicable law; (b) waives any right Borrower may have to require Holder to (i) proceed against any person or entity including without limitation any endorser or guarantor of the Note (or file a claim in any bankruptcy, probate, or other proceeding affecting such a person or entity) or proceed against any person or entity in any particular order; or (ii) exhaust any of the collateral under the Pledge Agreement, or pursue a particular remedy to the exclusion of others; and (c) solely in connection with Borrower’s failure to timely pay any amounts due and owing under this Note, waive the right to assert a defense to any such action by Holder to enforce its rights to payment under this Note. No waiver by Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by Holder. No waiver by Holder shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after such waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Note shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
4
8. Successors and Assigns. This Note may not be assigned or transferred by Borrower without the prior written consent of Holder. This Note shall inure to the benefit of the heirs, executors, administrators, legal representatives, successors, and assigns of Holder.
9. Severability. If a provision of this Note is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Note will not be impaired.
10. Usury. It is the intention of Borrower and Holder to comply strictly with any applicable usury law. In no event shall Borrower be entitled to receive interest, fees, charges, or other payments equivalent to interest in excess of the maximum rate that may be lawfully charged to Holder. In the event Holder ever receives payments that would be excessive interest under applicable law, such excess shall be applied in reduction of principal, and if the principal is paid in full, any remaining excess shall be refunded to Borrower.
11. Miscellaneous. The provisions of Notice, Governing Law, Personal Jurisdiction; Venue; Waiver of Jury Trial of the Purchase Agreement are incorporated herein, mutatis mutandis, as if a part hereof.
12. Counterparts. This Note may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. Delivery of signature pages may be made by facsimile, e-mail, or other electronic transmission, and shall be deemed originals for all purposes. Each party acknowledges and agrees it will not contest the validity or enforceability of this Note, including under any applicable statute of frauds, because it was accepted and/or signed in electronic form. Electronic records of a party when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.
[Signature Page Follows]
5
IN WITNESS WHEREOF, Borrower has executed this Note as of the date set forth above.
| BORROWER: | ||
GROWN ROGUE MANAGEMENT ASSOCIATES LLC, an Illinois limited liability company | ||
| By: | /s/ J. Obie Strickler | |
| Name: | J. Obie Strickler | |
| Title: | Manager | |
| Address: | 550 Airport Road Medford, OR 97504 |
| ACKNOWLEDGED AND AGREED: | ||
| HOLDER: | ||
FOREFATHERS VENTURES LLC, an Illinois limited liability company | ||
| By: | /s/ Shari Wilson | |
| Name: | Shari Wilson | |
| Title: | Manager | |
| Address: | c/o Balton Corporation 1001 E. 99th Street Chicago, IL 60628 |
[Signature Page of Secured Promissory Note]
6
Exhibit 31.1
CERTIFICATION
I, J. Obie Stricker, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Grown Rogue International, Inc.; |
| 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; and |
| 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. |
| GROWN ROGUE INTERNATIONAL, INC. | ||
| Date: May 12, 2026 | By: | /s/ J. Obie Stricker |
| J. Obie Stricker | ||
| Chief Executive Officer and Director | ||
Exhibit 31.2
CERTIFICATION
I, Andrew Marchington, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Grown Rogue International, Inc.; |
| 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; and |
| 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. |
| GROWN ROGUE INTERNATIONAL, INC. | ||
| Date: May 12, 2026 | By: | /s/ Andrew Marchington |
| Andrew Marchington | ||
| Chief Financial Officer | ||
Exhibit 32.2
CERTIFICATION 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 on Form 10-Q of Grown Rogue International, Inc. (the “Company”) for the fiscal quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company |
| GROWN ROGUE INTERNATIONAL INC. | ||
| Date: May 12, 2026 | By: | /s/ J. Obie Stricker |
| Chief Executive Officer and Director | ||
Exhibit 32.1
CERTIFICATION 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 on Form 10-Q of Grown Rogue International, Inc. (the “Company”) for the fiscal quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company |
| GROWN ROGUE INTERNATIONAL INC. | ||
| Date: May 12, 2026 | By: | /s/ Andrew Marchington |
| Chief Financial Officer | ||