ITHUF on OTC

iANTHUS CAPITAL HOLDINGS, INC.

Canadian agricultural production-crops company based in Toronto2

In its 2026 annual report the company says: “We are a vertically-integrated, multi-state owner and operator of licensed cannabis cultivation, processing and dispensary facilities and a developer, producer and distributor of innovative branded cannabis products in the United States. Through our subsidiaries, we own and/or operate, as of December 31, 2025, 40 dispensaries and four cultivation and/or processing facilities in seven U.S. states.”5 Its shares trade on OTC under the symbol ITHUF.2

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Last updated Oct 20, 2026.

Overview

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  • TickerITHUF on OTC2
  • IndustryAgricultural Production-Crops2
  • HeadquartersToronto, Canada2
  • Incorporated inBritish Columbia, Canada3
  • Business addressSuite 1980, 1075 West Georgia St., Vancouver, A1 V6E 3C93
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
  • Legal formBusiness corporations (which includes professional corporations)2
  • LEI529900JGNM980PUGQO882
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressSuite 2740, 22 Adelaide Street West, East Tower, Bay Adelaide Centre, M5H 4E3 Toronto, Canada2

We are a vertically-integrated, multi-state owner and operator of licensed cannabis cultivation, processing and dispensary facilities and a developer, producer and distributor of innovative branded cannabis products in the United States. Although we are committed to creating a national retail brand and portfolio of branded cannabis products recognized in the United States, cannabis currently remains illegal under U.S. federal law.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

45.6%Gross margin6
-10.7%Operating margin6
-27.9%Net margin6
-14.1%Revenue growth, 20256
-$20.6MFree cash flow6

What sells

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

Products and services

iAnthus Branded Products brought in 44% of the revenue iANTHUS CAPITAL HOLDINGS, INC. broke down this way in fiscal 2025.

  1. iAnthus Branded Products$63.2M644%down 26% from 2024
  2. Third Party Branded Products$55.1M638%down 15% from 2024
  3. Wholesale Bulk Other Products$25.7M618%up 41% from 2024
Products and services by year
Products and services20242025
iAnthus Branded Products$84.9M$63.2M
Third Party Branded Products$64.5M$55.1M
Wholesale Bulk Other Products$18.2M$25.7M

Business segments

Eastern Region brought in 93% of the revenue iANTHUS CAPITAL HOLDINGS, INC. broke down this way in fiscal 2025.

  1. Eastern Region$133.6M693%up 4% from 2024
  2. Western Region$10.4M67%down 73% from 2024
Business segments by year
Business segments20242025
Eastern Region$128.6M$133.6M
Western Region$39.0M$10.4M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue45¢$78.3M
  • Selling, general and admin35¢$60.9M
  • Interest10¢$16.6M
  • Income tax10¢$17.0M

Out of $144.0M in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending100¢$23.8M

Out of $3.1M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue789106$144.0M in 2025−5% since 2020
0$100.0M$200.0M$300.0M2020: $151.7M$151.7M20202021: $203.0M$203.0M2021+34%2022: $163.2M$163.2M2022−20%2023: $159.2M$159.2M2023−2%2024: $167.6M$167.6M2024+5%2025: $144.0M$144.0M2025−14%
Gross profit789106$65.7M in 2025−20% since 2020
0$50.0M$100.0M$150.0M2020: $81.8M$81.8M20202021: $109.5M$109.5M2021+34%2022: $74.4M$74.4M2022−32%2023: $63.2M$63.2M2023−15%2024: $75.1M$75.1M2024+19%2025: $65.7M$65.7M2025−13%
Operating income789106-$15.4M in 2025−94% since 2020
-$300.0M-$200.0M-$100.0M02020: -$249.9M-$249.9M20202021: -$23.8M-$23.8M2021−90%2022: -$112.5M-$112.5M2022+373%2023: -$29.7M-$29.7M2023−74%2024: -$8.5M-$8.5M2024−71%2025: -$15.4M-$15.4M2025+81%
Net income789106-$40.2M in 2025−87% since 2020
-$600.0M-$400.0M-$200.0M02020: -$313.4M-$313.4M20202021: -$77.5M-$77.5M2021−75%2022: -$449.4M-$449.4M2022+480%2023: -$76.6M-$76.6M2023−83%2024: -$7.6M-$7.6M2024−90%2025: -$40.2M-$40.2M2025+426%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Revenues, net of discounts$144.0M$167.6M
Costs and expenses applicable to revenues (exclusive of depreciation and amortization expense shown separately below)-$78.3M-$92.5M
Gross profit$65.7M$75.1M
Selling, general and administrative expenses$60.9M$62.2M
Depreciation and amortization$17.2M$22.7M
Write-downs, (recoveries) and other charges, net$3.0M-$1.2M
Total operating expenses$81.1M$83.6M
Loss from operations-$15.4M-$8.5M
Interest and other income$13.8M$5.2M
Interest expense-$16.6M-$17.2M
Accretion expense-$4.9M-$4.6M
Loss on debt extinguishment (Refer to Note 9)$0-$114.0K
Losses from changes in fair value of financial instruments-$8.0K-$46.0K
Loss before income taxes-$23.2M-$25.3M
Income tax (benefit) expense$17.0M-$17.7M
Net loss-$40.2M-$7.6M
Net loss per share - basic-$0.01$0.00
Net loss per share - diluted-$0.01$0.00
Weighted average number of common shares outstanding - basic6.7B shares6.5B shares
Weighted average number of common shares outstanding - diluted6.7B shares6.5B shares

Compare iANTHUS CAPITAL HOLDINGS, INC. with another company

Corporate structure

iANTHUS CAPITAL HOLDINGS, INC. sits at the top of its group. 30 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of iANTHUS CAPITAL HOLDINGS, INC.

  • Gotham Green Partners LLC Filed SC 13D/A on iANTHUS CAPITAL HOLDINGS, INC., latest Feb 1, 2023 (3 filings since Feb 14, 2022)
  • Parallax Volatility Advisers, L.P. Filed SC 13G on iANTHUS CAPITAL HOLDINGS, INC., latest Jul 12, 2022
  • Oasis Management Co Ltd. Filed SC 13D on iANTHUS CAPITAL HOLDINGS, INC., latest Jul 1, 2022
  • Senvest Management, LLC Filed SC 13D on iANTHUS CAPITAL HOLDINGS, INC., latest Jul 1, 2022
  • iANTHUS CAPITAL HOLDINGS, INC. Toronto, Ontario, Canada
    • MPX Bioceutical ULC Toronto, Ontario, Canada
    • Bergamot Properties, LLC Subsidiary · Colorado, United States
    • CGX Life Sciences, Inc. Subsidiary · Nevada, United States
    • Cheetah Brand, LLC Subsidiary · Delaware, United States
    • Cheetah Illinois, LLC Subsidiary · Illinois, United States
    • Cheetah Pennsylvania, LLC Subsidiary · Pennsylvania, United States
    • Fall River Development Company, LLC Subsidiary · Massachusetts, United States
    • GHHIA Management, Inc. Subsidiary · Florida, United States
    • GrowHealthy Properties, LLC Subsidiary · Florida, United States
    • GTL Holdings, LLC Subsidiary · New Jersey, United States
    • iA CBD, LLC Subsidiary · New Jersey, United States
    • iA GP, LLC Subsidiary · Illinois, United States
    • iA GPT, LLC Subsidiary · Illinois, United States
    • iA IT, LLC Subsidiary · Illinois, United States
    • iAnthus Arizona, LLC Subsidiary · Arizona, United States
    • iAnthus Capital Management, LLC Subsidiary · Delaware, United States
    • iAnthus Delaware, LLC Subsidiary · Delaware, United States
    • iAnthus Empire Holdings, LLC Subsidiary · New York, United States
    • iAnthus Holdings Florida, LLC Subsidiary · Florida, United States
    • iAnthus Kentucky, LLC Subsidiary · Kentucky, United States
    • iAnthus New Jersey, LLC Subsidiary · New Jersey, United States
    • IMT, LLC Subsidiary · Massachusetts, United States
    • Island Thyme, LLC Subsidiary · Illinois, United States
    • Mayflower Medicinals, Inc. Subsidiary · Massachusetts, United States
    • MPX Luxembourg SARL Subsidiary · Luxembourg
    • and 4 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What iANTHUS CAPITAL HOLDINGS, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$158.7M6 Dec 31, 2025$134.5M6 Dec 31, 2024+18.0%
Accumulated depreciation$54.0M6 Dec 31, 2025$47.0M6 Dec 31, 2024+14.8%
Property and equipment, net$104.7M6 Dec 31, 2025$87.5M6 Dec 31, 2024+19.7%
Operating-lease assets (leased space)$29.4M6 Dec 31, 2025$24.0M6 Dec 31, 2024+22.6%

Investments

ItemLatestA year beforeChange
Long-term investments$842.0K6 Dec 31, 2025$863.0K6 Dec 31, 2024−2.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.6M6 Dec 31, 2025$6.1M6 Dec 31, 2024−74.7%
Finite-lived intangibles, gross$134.1M6 Dec 31, 2025$129.3M6 Dec 31, 2024+3.7%
Accumulated amortization$66.6M6 Dec 31, 2025$56.4M6 Dec 31, 2024+18.1%
Finite-lived intangibles, net$67.5M6 Dec 31, 2025$72.9M6 Dec 31, 2024−7.4%

Inventory

ItemLatestA year beforeChange
Inventory, total$22.3M6 Dec 31, 2025$22.5M6 Dec 31, 2024−1.0%
Raw materials$3.4M6 Dec 31, 2025$3.8M6 Dec 31, 2024−10.4%
Work in process$5.5M6 Dec 31, 2025$5.2M6 Dec 31, 2024+6.2%
Finished goods$7.2M6 Dec 31, 2025$9.6M6 Dec 31, 2024−24.8%

Properties, in its own words

Our principal executive and administrative offices are located at 214 King Street West, Suite 400, Toronto, Ontario M5H 3S6. As of December 31, 2025, we leased: two facilities in the State of Arizona; one facility in Canada; 29 facilities in the State of Florida; five facilities in the State of Maryland; four facilities in the State of Massachusetts; five facilities in the State of New Jersey; and four facilities in the State of New York. In addition, we own: one facility in the State of Florida and one facility in the State of New York. The following table sets forth information about our properties. We believe that these facilities are generally suitable to meet our needs.

Location · Facility Type · Approximate Square Footage of Operational Facilities · Lease Expiration Dates

The rest of Item 2

Arizona · Dispensary/Processing/Cultivation · 37,840 · April 2027 – March 2033

Canada · Administrative · 4,092 · June 2026

Florida · Dispensary/Processing/Cultivation · 365,010 · June 2028 – January 2034

Maryland · Dispensary/Processing · 32,639 · April 2026 – January 3031

Massachusetts · Dispensary/Processing/Cultivation · 78,333 · May 2026 – July 2029

New Jersey · Dispensary/Processing/Cultivation · 54,000 · February 2027– September 2034

New York · Dispensary/Processing/Cultivation · 15,471 · March 2026 – January 2030

Administrative · 10,876 · January 2030

Item 2 of the 10-K filed Mar 27, 2026.5

Leadership

Who has led iANTHUS CAPITAL HOLDINGS, INC., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (12)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Bergamot Properties, LLC Colorado, USA4
  • CGX Life Sciences, Inc. Nevada, USA4
  • Cheetah Brand, LLC Delaware, USA4
  • Cheetah Illinois, LLC Illinois, USA4
  • Cheetah Pennsylvania, LLC Pennsylvania, USA4
  • Fall River Development Company, LLC Massachusetts, USA4
  • GHHIA Management, Inc. Florida, USA4
  • GTL Holdings, LLC New Jersey, USA4
  • GrowHealthy Properties, LLC Florida, USA4
  • IMT, LLC Massachusetts, USA4
  • Island Thyme, LLC Illinois, USA4
  • MPX Bioceutical ULC British Columbia, Canada4
  • MPX Luxembourg SARL Luxembourg4
  • Mayflower Medicinals, Inc. Massachusetts, USA4
  • Pilgrim Rock Management, LLC Massachusetts, USA4
  • S8 Management, LLC Arizona, USA4
  • S8 Rental Services, LLC Arizona, USA4
  • Scarlet Globemallow, LLC Colorado, USA4
  • iA CBD, LLC New Jersey, USA4
  • iA GP, LLC Illinois, USA4
  • iA GPT, LLC Illinois, USA4
  • iA IT, LLC Illinois, USA4
  • iAnthus Arizona, LLC Arizona, USA4
  • iAnthus Capital Management, LLC Delaware, USA4
All 29 listed subsidiaries
  • iAnthus Delaware, LLC Delaware, USA4
  • iAnthus Empire Holdings, LLC New York, USA4
  • iAnthus Holdings Florida, LLC Florida, USA4
  • iAnthus Kentucky, LLC Kentucky, USA4
  • iAnthus New Jersey, LLC New Jersey, USA4

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

Former names

  • GENARCA HOLDINGS LTDMay 27, 2015 to May 27, 20153

Timeline

  1. Aug 12, 20268-K Results of operations; Other events31
  2. Jul 1, 20268-K Shareholder vote; Other events32
  3. May 12, 20268-K Results of operations33
  4. May 5, 20268-K Executive or director change; Regulation FD disclosure34
  5. Mar 27, 20268-K Results of operations35
  6. Feb 19, 20268-K Other events36
  7. Nov 12, 20258-K Completed an acquisition or sale37
  8. Aug 12, 20258-K Results of operations38
  9. Jun 27, 20258-K Shareholder vote; Other events39
  10. May 12, 20258-K Results of operations40
  11. Mar 24, 20258-K Results of operations41
  12. Mar 10, 20258-K Results of operations; Other events42
  13. Jul 18, 2023New chief executive Richard C. Proud Jr. becomes CEO13
  14. Sep 23, 2022New chief executive Robert R. Galvin becomes CEO14
  15. Feb 5, 2021New chief executive Randy Maslow becomes CEO15

Calendar

Coming up

  1. Around Nov 12, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results31
  2. May 12, 2026Reported quarterly or annual results33
  3. Mar 27, 2026Reported quarterly or annual results35
  4. Aug 12, 2025Reported quarterly or annual results38
  5. May 12, 2025Reported quarterly or annual results40
  6. Mar 24, 2025Reported quarterly or annual results41
  7. Mar 10, 2025Reported quarterly or annual results42
  8. Aug 14, 2024Reported quarterly or annual results43

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

Filings

161 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 56 major events, 67 insider forms, 6 large holders, 11 other. The latest 20:

  1. Aug 12, 202610-Q EDGAR
  2. Aug 12, 20268-K EDGAR
  3. Jul 1, 20268-K EDGAR
  4. May 26, 2026DEFA14A EDGAR
  5. May 19, 2026DEF 14A EDGAR
  6. May 15, 20264 EDGAR
  7. May 12, 20268-K EDGAR
  8. May 12, 202610-Q EDGAR
  9. May 6, 20263 EDGAR
  10. May 5, 20268-K EDGAR
  11. Mar 27, 20268-K EDGAR
  12. Mar 27, 202610-K EDGAR
  13. Feb 19, 20268-K EDGAR
  14. Dec 4, 20254 EDGAR
  15. Dec 3, 20254 EDGAR
  16. Dec 3, 20254 EDGAR
  17. Dec 3, 20254 EDGAR
  18. Nov 12, 20258-K EDGAR
  19. Nov 12, 202510-Q EDGAR
  20. Sep 30, 20254 EDGAR

The 161 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

2 open-market trades by officers, directors and large owners since October 2021: 1 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 18, 2023SHOGHI ALEXANDERDirectorBuy2,000,000$0.02$40.0KForm 4
Dec 28, 2022Gotham Green Partners LLC10% ownerSale4,116,051Form 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

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

YearExecutiveAgeSalaryTotal pay
2025Richard Proud46$475.0K$530.8K48
2025Justin Vu$300.0K48
2025Philippe Faraut$4.4K$4.4K48
2024Chief Executive Officer and Director$475.0K$1.0M48
2024Former Interim ChiefExecutive Officer and Interim Chief Operating Officer$306.5K$663.4K48
2024Former Chief Financial Officer$115.0K$283.0K48

SEC filer profile

How iANTHUS CAPITAL HOLDINGS, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARiANTHUS CAPITAL HOLDINGS, INC.1
  • CIK0001643154
  • Employer ID (EIN)98-13608105
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inCanada5
  • Fiscal year endsDecember 311
  • Industry code (SIC)0100 Agricultural Production-Crops1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business addressSuite 1980, 1075 West Georgia St., Vancouver, A1 V6E 3C91
  • Phone604-688-95881
  • Shares outstanding6,974,811,082 as of Aug 4, 202612
  • Public float$6.6M as of Jun 30, 20255
  • AuditorPKF O’Connor Davies, LLP, New York, NY PCAOB ID 127; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMay 27, 20151
  • Filings222 in all: 8-K (63), 4 (48), D (25), 3 (20), 10-Q (17), D/A (7), 10-K (6), 4/A (5)1
    All 22 form types

    DEF 14A (5), UPLOAD (5), DEFA14A (4), 10-12G/A (3), SC 13D (3), CORRESP (2), SC 13G (2), 10-12G (1), 10-Q/A (1), 3/A (1), NT 10-K (1), S-8 (1), SC 13D/A (1), SC 14F1 (1)

  • Latest filingsAnnual report (10-K) Mar 27, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) May 19, 2026
    Latest 8-K (8-K) Aug 12, 2026

Risk factors and legal proceedings

The risks iANTHUS CAPITAL HOLDINGS, INC. names in Item 1A of its 10-K filed Mar 27, 2026: 67 risks under these headings, as written.5

  • Risks Related to Our Company
  • We may not be able to execute our merger and acquisition strategy successfully.
  • We compete for market share with other companies, which may have longer operating histories, more financial resources and more manufacturing and marketing experience than we do.
  • Our U.S. tax classification could have a material adverse effect on our financial condition and results of operations.
  • We may incur significant tax liabilities under Section 280E of the U.S. Tax Code.
  • We may be at a higher risk of IRS Audit.
  • Some of our subsidiaries are delinquent in the payment of federal and state income taxes and the IRS has assessed interest and penalties with respect to such delinquent payments which have a material adverse effect on our business.
  • If our goodwill, other intangibles or fixed assets become impaired, we may be required to record a significant charge to earnings.
  • We rely on the operators of our subsidiaries to execute their business plans and operations.
  • We have invested and may continue to invest in securities of private companies and may hold a minority interest in such companies, which may limit our ability to sell or otherwise transfer those securities and direct management decisions of such companies.
  • Historically, we have experienced negative cash flow from operating activities.
  • There is substantial doubt about our ability to continue as a going concern.
The other 56 risks
  • We are a holding company and a majority of our assets are the capital stock of our subsidiaries.
  • We may face limitations on ownership of cannabis licenses.
  • We believe that we have and will seek to maintain adequate insurance coverage in respect of risks customarily insured by other companies in our industry; however, premiums for such insurance may not continue to be on terms acceptable to us and there may be coverage limitations and other exclusions that may not be sufficient to cover potential liabilities that we may be exposed to.
  • Our cannabis cultivation operations are vulnerable to rising energy costs and dependent upon key inputs.
  • We may not be able to transport our products to customers in a safe and efficient manner.
  • The cannabis and hemp industry is subject to the risks inherent in an agricultural business, including the risk of crop failure.
  • Our products are not approved by the FDA or any other federal governmental authority.
  • We are dependent on the popularity of consumer acceptance of cannabis products.
  • We will need additional capital to sustain our operations and will likely need to seek further financing, which may not be on acceptable terms, if at all. If we fail to raise additional capital, as needed, our ability to implement our business model and strategy could be limited.
  • We have outstanding debt instruments that are secured by a security interest in all of our assets and our failure to comply with the terms and covenants of such debt instruments could result in our loss of all of our assets.
  • We and our subsidiaries have limited operating histories and therefore we are subject to many of the risks common to early-stage enterprises.
  • We depend on key personnel to operate our business, and if we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed.
  • We may have increased labor costs based on union activity.
  • We may have difficulty accessing the services of banks, which may make it difficult for us to operate.
  • We compete for market share with illicit cannabis businesses and other persons engaging in illicit cannabis-related activities, and each such business or other person likely is not adhering to the same laws, regulations, rules and other restrictions that are applicable to us.
  • We may be subject to constraints on marketing our products.
  • Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt obligations.
  • Our operations could be adversely affected by events outside of our control such as natural disasters, wars or health epidemics.
  • Certain events or developments in the cannabis industry more generally may affect our business.
  • Cannabis pricing and supply regulation may adversely affect our business.
  • High state and local excise and other taxes on cannabis products and compliance costs may adversely affect our business.
  • Litigation, complaints, enforcement actions and governmental inquiries could have a material adverse effect on our business, financial condition and results of operations.
  • We may lack access to U.S. bankruptcy protections.
  • We may face difficulties in enforcing our contracts.
  • We may be subject to product liability claims and product recalls.
  • Third parties with whom we do business may perceive themselves as being exposed to reputational risk because of their relationship with us due to our cannabis-related business activities and may as a result, refuse to do business with us.
  • We rely on third-party suppliers, manufacturers and contractors.
  • We may become subject to liability arising from fraudulent or illegal activity by our employees, independent contractors and consultants.
  • Some of our lines of business rely on our third-party service providers to host and deliver services and data and any interruptions or delays in these hosted services, security or privacy breaches, or failures in data collection could expose us to liability and harm our business and reputation.
  • We may experience breaches of security at our facilities or in respect of electronic documents and data storage and may face risks related to breaches of applicable privacy laws.
  • We may be subject to risks related to the protection and enforcement of our intellectual property rights, and third parties may enforce their intellectual property rights against us.
  • We have limited trademark protection.
  • Conflicts of interest may arise between us and our directors and officers.
  • Financial reporting obligations of being a public company in Canada and the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.
  • Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of Sarbanes-Oxley could cause our financial reports to be inaccurate.
  • Our ability to use our net operating losses and interest expense subject to Section 163(j) and tax credit carryforwards in the future will be limited pursuant to the application of Section 382, which could increase our tax liabilities and could reduce our cash flow and net income.
  • Significant inflation could adversely affect our business and financial results.
  • We face risks related to cyber security attacks and other incidents.
  • Risks Related to Government Regulations
  • The cannabis industry is highly regulated, and we may not always succeed in fully complying with applicable regulatory requirements in all jurisdictions where we operate.
  • We can provide no assurance that we will be permitted or able to enter the adult-use cannabis market in any of the U.S. states that we currently operate.
  • Our business activities and the business activities of our subsidiaries, while believed to be compliant with applicable U.S. state and local laws, currently are illegal under U.S. federal law.
  • If we are not able to comply with all safety, security, health and environmental regulations applicable to our operations and industry, we may be held liable for any breaches thereof.
  • Our investments in the United States are subject to applicable anti-money laundering laws and regulations in the United States and Canada and cannabis businesses have restricted access to banking and other financial services.
  • Our investments in the United States may be subject to heightened scrutiny by regulators, stock exchanges and other authorities in Canada and the United States.
  • We may be subject to heightened scrutiny by regulators, exchanges and/or other authorities in Canada and/or the United States, which could affect our ability to operate our business and/or for investors to be able to deposit or trade our common shares.
  • U.S. border officers could deny entry into the United States to non-U.S. citizens who are employees of or investors in companies with cannabis operations in the United States or Canada.
  • It may be difficult to enforce civil liabilities in the U.S. under Canadian securities laws.
  • State regulatory agencies may require us to post bonds or significant fees.
  • U.S. State regulation of cannabis is uncertain.
  • Because cannabis remains illegal under U.S. federal law, and enforcement of cannabis laws could change, there can be no assurance that our operations will not be deemed to be criminal in nature and/or subject the Company to substantial civil penalties.
  • Risks Related to Our Securities
  • The market price of our common shares is volatile and may not accurately reflect the long term value of our Company.
  • There is no assurance that an investment in our common shares will earn any positive return.
  • We have never paid dividends in the past and do not expect to declare or pay dividends in the foreseeable future.
  • There is a limited market for our common shares
  • General Risk Factors
  • Our common shares are subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.
  • We are an “emerging growth company” and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common shares less attractive to investors.

Legal proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth herein, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Canadian Shareholder Class Action Lawsuit

The opening of Item 3, Legal Proceedings.5

Sources

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