Private company

Leafly Holdings, Inc. /DE

Leafly Holdings, Inc. /DE is an American prepackaged software services company based in Seattle.1

Last updated Oct 20, 2026.

Overview

  • IndustryServices-Prepackaged Software1
  • HeadquartersSeattle, Washington1
  • Incorporated inWA2
  • Business address113 Cherry Street, Pmb 88154, Seattle, Wa 98104-22052
  • Filer categoryNon-accelerated filer, Smaller reporting company2

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Leafly’s mission is to help people discover cannabis. We endeavor to serve as the world’s most trusted destination to discover and shop for legal cannabis. The Company was founded in 2010 with the objective to demystify cannabis, a product that lived in the shadows through decades of prohibition. Tens of millions of unique visitors access Leafly each year to learn more about legal cannabis, discover what products are right for them, and to shop with regulation-compliant local businesses. Through helping people navigate their cannabis journey, Leafly helps millions of consumers discover the benefits of cannabis.4 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 2024

89.4%Gross margin5
-9.1%Operating margin5
-16.6%Net margin5
-18.0%Revenue growth, 20245

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Cost of revenue11¢$3.7M
  • Research and development27¢$9.2M
  • Other costs63¢$21.8M

Out of $34.6M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2024

  • Kept or used elsewhere100¢$1.3M

Out of $1.3M of cash from operations.5

Financial statements

Revenue675$34.6M in 2024−20% since 2021
0$20.0M$40.0M$60.0M2021: $43.0M$43.0M20212022: $47.4M$47.4M2022+10%2023: $42.3M$42.3M2023−11%2024: $34.6M$34.6M2024−18%
Gross profit675$31.0M in 2024−19% since 2021
0$20.0M$40.0M$60.0M2021: $38.1M$38.1M20212022: $41.5M$41.5M2022+9%2023: $37.5M$37.5M2023−10%2024: $31.0M$31.0M2024−17%
Operating income8675-$3.1M in 2024+374% since 2020
-$30.0M-$20.0M-$10.0M02020: -$661.2K-$661.2K20202021: -$10.6M-$10.6M2021+1507%2022: -$28.0M-$28.0M2022+164%2023: -$7.1M-$7.1M2023−75%2024: -$3.1M-$3.1M2024−56%
Net income8675-$5.7M in 2024+207% since 2020
-$15.0M-$10.0M-$5.0M0$5.0M$10.0M2020: -$1.9M-$1.9M20202021: -$12.0M-$12.0M2021+542%2022: $5.1M$5.1M20222023: -$9.5M-$9.5M20232024: -$5.7M-$5.7M2024−39%
Fiscal year201920202021202220232024
Revenue$43.0M6$47.4M7$42.3M5$34.6M5
Cost of revenue$5.0M6$5.9M7$4.8M5$3.7M5
Gross profit$38.1M6$41.5M7$37.5M5$31.0M5
Research and development$13.9M6$15.0M7$9.8M5$9.2M5
Operating expenses$48.7M6$69.5M7$44.5M5$34.1M5
Operating income-$661.2K8-$10.6M6-$28.0M7-$7.1M5-$3.1M5
Income before tax-$12.0M6$5.1M7-$9.5M5-$5.7M5
Income tax$27.1K8$06$07$05$05
Net income-$1.9M8-$12.0M6$5.1M7-$9.5M5-$5.7M5
Earnings per share-$0.118-$0.486$2.897-$4.745-$2.305
Earnings per share (diluted)-$0.118-$0.486$2.507-$4.745-$2.305
Shares (weighted, basic)24.9M shares61.8M shares72.0M shares52.5M shares5
Shares (weighted, diluted)24.9M shares61.9M shares72.0M shares52.5M shares5

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Corporate structure

Leafly Holdings, Inc. /DE sits at the top of its group. 4 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Leafly Holdings, Inc. /DE

  • James C. Hinojosa Filed SCHEDULE 13D on Leafly Holdings, Inc. /DE, latest Jan 26, 2026
  • TENOR CAPITAL MANAGEMENT Co., L.P. Filed SCHEDULE 13G/A on Leafly Holdings, Inc. /DE, latest Aug 13, 2025 (6 filings since Dec 10, 2021)
  • LMR Partners LLP Filed SC 13G/A on Leafly Holdings, Inc. /DE, latest Nov 14, 2024 (4 filings since Jul 11, 2022)
  • Brendan Kennedy Filed SC 13G/A on Leafly Holdings, Inc. /DE, latest Nov 12, 2024 (3 filings since Feb 14, 2022)
  • Linden Capital L.P. Filed SC 13G/A on Leafly Holdings, Inc. /DE, latest Feb 3, 2023 (2 filings since Jan 27, 2022)
  • Yakira Capital Management, Inc. Filed SC 13G/A on Leafly Holdings, Inc. /DE, latest Jan 31, 2023 (2 filings since Feb 9, 2022)
  • METEORA CAPITAL, LLC Filed SC 13G/A on Leafly Holdings, Inc. /DE, latest Aug 17, 2022 (2 filings since Mar 24, 2022)
  • Christian Groh Filed SC 13G on Leafly Holdings, Inc. /DE, latest Feb 25, 2022
  • Michael G. Blue Filed SC 13G on Leafly Holdings, Inc. /DE, latest Feb 22, 2022
  • Castle Creek Arbitrage, LLC Filed SC 13G/A on Leafly Holdings, Inc. /DE, latest Feb 11, 2022
  • HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SC 13G/A on Leafly Holdings, Inc. /DE, latest Jan 27, 2022
  • Leafly Holdings, Inc. /DE Seattle, Washington
    • Leafly Canada Ltd. Subsidiary · Canada
    • Leafly Deutschland GmbH Subsidiary · Germany
    • Leafly, LLC Subsidiary · Washington, United States

Built from 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 Leafly Holdings, Inc. /DE 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$5.6M5 Dec 31, 2024$4.1M5 Dec 31, 2023+35.5%
Accumulated depreciation$3.0M5 Dec 31, 2024$1.5M5 Dec 31, 2023+91.5%
Property and equipment, net$2.6M5 Dec 31, 2024$2.6M5 Dec 31, 2023+1.5%
Operating-lease assets (leased space)$05 Dec 31, 2024$05 Dec 31, 2023

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$14.5M5 Dec 31, 2024$15.3M5 Dec 31, 2023−5.0%

Properties, in its own words

Leafly’s corporate headquarters is in Seattle, Washington. Many of our employees are geographically dispersed, with our largest cluster of employees outside of Seattle based in California. As of December 31, 2024, we did not have any material physical properties used in our operations in Seattle or elsewhere. Deferring the use of any material physical properties and moving to a fully remote workforce after the impact of COVID-19 has allowed us to best serve the needs of our employees and reinvest those capital resources into our business.

Item 2 of the 10-K filed Mar 31, 2025.4

Leadership

Who has led Leafly Holdings, Inc. /DE, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Yoko Miyashita2022–now

President

  1. Peter Ho Lik Lee2019–now

Chief financial officer

  1. Peter Ho Lik Lee2019
  2. Suresh Krishnaswamy2022–now

Chief operating officer

  1. Samuel James Louis Martin2022
  2. Peter Ho Lik Lee2024–now
20202025
Board members and other officers (12)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Leafly Canada Ltd. Canada3
  • Leafly Deutschland GmbH Germany3
  • Leafly, LLC Washington3

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

Former names

  • Merida Merger Corp. IAug 22, 2019 to Feb 3, 20222

Timeline

  1. Jun 18, 20258-K Change to shareholders' rights; Executive or director change; Shareholder vote27
  2. May 9, 20258-K Director nominations; Other events28
  3. Apr 7, 20258-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights29
  4. Mar 14, 20258-K Other events30
  5. Feb 18, 20258-K Executive or director change31
  6. Jan 16, 20258-K Entered a material agreement; Listing notice or transfer; Change to shareholders' rights32
  7. Nov 7, 20248-K Results of operations33
  8. Oct 10, 20248-K Listing notice or transfer34
  9. Aug 8, 20248-K Results of operations35
  10. Jul 30, 20248-K Shareholder vote36
  11. Jun 27, 20248-K Entered a material agreement37
  12. May 9, 20248-K Results of operations38
  13. Feb 14, 2022New chief executive Yoko Miyashita becomes CEO12

Calendar

When it reported results

  1. Nov 7, 2024Reported quarterly or annual results33
  2. Aug 8, 2024Reported quarterly or annual results35
  3. May 9, 2024Reported quarterly or annual results38
  4. Mar 28, 2024Reported quarterly or annual results39
  5. Nov 15, 2023Reported quarterly or annual results40
  6. Nov 9, 2023Reported quarterly or annual results41
  7. Aug 10, 2023Reported quarterly or annual results42
  8. May 11, 2023Reported 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

325 filings to the SEC since October 2021: 10 annual reports, 14 quarterly reports, 55 major events, 116 insider forms, 24 large holders, 106 other. The latest 20:

  1. Jan 26, 2026SCHEDULE 13D EDGAR
  2. Aug 13, 2025SCHEDULE 13G/A EDGAR
  3. Jun 20, 202515-12G EDGAR
  4. Jun 20, 2025SC 13E3/A SC 13E3A EDGAR
  5. Jun 18, 20258-K EDGAR
  6. Jun 13, 20254 EDGAR
  7. Jun 13, 20254 EDGAR
  8. May 23, 202515-12G EDGAR
  9. May 15, 202510-Q EDGAR
  10. May 9, 2025SC 13E3/A SC 13E3 EDGAR
  11. May 9, 2025DEF 14A EDGAR
  12. May 9, 20258-K EDGAR
  13. May 5, 2025SC 13E3/A SC 13E3 EDGAR
  14. May 5, 2025PRER14A EDGAR
  15. May 5, 2025CORRESP EDGAR
  16. Apr 28, 2025UPLOAD EDGAR
  17. Apr 23, 20254 EDGAR
  18. Apr 23, 20254 EDGAR
  19. Apr 11, 2025SC 13E3 EDGAR
  20. Apr 11, 2025PRE 14A EDGAR

The 325 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

39 open-market trades by officers, directors and large owners since October 2021: 1 buys and 38 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 1, 2025Miyashita YokoCEOBuy1$100.00$100Form 4
Jul 16, 2024Lee Peter Ho LikPresident and COOSale226$2.20$497Form 4
Oct 26, 2023Krishnaswamy SureshCFOSale489$6.97$3.4KForm 4
Oct 26, 2023Miyashita YokoCEOSale671$6.97$4.7KForm 4
Aug 23, 2023Miyashita YokoCEOSale9,361$0.32$3.0KForm 4
Aug 23, 2023Krishnaswamy SureshCFOSale6,241$0.32$2.0KForm 4
Jul 25, 2023Miyashita YokoCEOSale4,032$0.30$1.2KForm 4
Jul 25, 2023Krishnaswamy SureshCFOSale3,382$0.30$1.0KForm 4
Jun 9, 2023Krishnaswamy SureshCFOSale2,500$0.30$750Form 4
Jun 9, 2023Miyashita YokoCEOSale3,334$0.30$1.0KForm 4
May 9, 2023Krishnaswamy SureshCFOSale1,762$0.38$670Form 4
May 9, 2023Miyashita YokoCEOSale2,440$0.38$927Form 4
Apr 25, 2023Krishnaswamy SureshCFOSale3,581$0.32$1.1KForm 4
Apr 25, 2023Miyashita YokoCEOSale4,445$0.32$1.4KForm 4
Apr 20, 2023Krishnaswamy SureshCFOSale4,216$0.33$1.4KForm 4
Apr 20, 2023Miyashita YokoCEOSale10,953$0.33$3.6KForm 4
Apr 12, 2023Krishnaswamy SureshCFOSale1,858$0.37$687Form 4
Apr 12, 2023Miyashita YokoCEOSale2,479$0.37$917Form 4
Mar 17, 2023Krishnaswamy SureshCFOSale2,638$0.42$1.1KForm 4
Mar 17, 2023Miyashita YokoCEOSale3,518$0.42$1.5KForm 4

All 39 trades can be filtered by person here when JavaScript is on.

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
2024Yoko MiyashitaChief Executive Officer50$437.5K$564.5K55
2024Peter LeePresident and Chief Operating Officer48$281.2K$496.2K55
2024Suresh KrishnaswamyChief Financial Officer56$382.5K$467.8K55
2023Yoko MiyashitaChief Executive Officer50$400.0K$640.0K55
2023Suresh KrishnaswamyChief Financial Officer56$375.0K$533.7K55

SEC filer profile

How Leafly Holdings, Inc. /DE is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARLeafly Holdings, Inc. /DE1
  • CIK0001785592
  • Employer ID (EIN)84-22660224
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address113 Cherry Street, Pmb 88154, Seattle, WA 98104-22051
  • Phone206-455-95041
  • Shares outstanding3,137,380 as of May 5, 202510
  • Public float$4.8M as of Jun 30, 20244
  • AuditorMarcum llp, San Jose, CA PCAOB ID 688; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceAug 22, 20191
  • Filings385 in all: 4 (95), 8-K (61), 3 (19), 425 (19), 10-Q (17), CORRESP (17), SC 13G/A (16), UPLOAD (15)1
    All 46 form types

    424B3 (13), SC 13G (13), 144 (8), 10-K/A (7), 10-K (6), DEF 14A (6), EFFECT (6), 3/A (5), 8-K/A (5), S-8 POS (5), PRE 14A (4), S-1/A (4), S-4/A (4), S-8 (4), 10-Q/A (3), DEFA14A (3), S-1 (3), SC 13E3/A (3), 15-12G (2), 4/A (2), 424B5 (2), NT 10-Q (2), 25 (1), 25-NSE (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DRS (1), POS AM (1), PRER14A (1), S-1MEF (1), S-3 (1), S-4 (1), SC 13E3 (1), SCHEDULE 13D (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2025
    Quarterly report (10-Q) May 15, 2025
    Proxy statement (DEF 14A) May 9, 2025
    Latest 8-K (8-K) Jun 18, 2025

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 Par Value
Warrants, exercisable for shares of common stock

From the cover page of the 10-K filed Mar 31, 2025 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Leafly Holdings, Inc. /DE names in Item 1A of its 10-K filed Mar 31, 2025: 73 risks under these headings, as written.4

  • Risks Relating to Our Business and Industry
  • Operational Risks
  • Regulatory Risks
  • Additional Risks Related to the Cannabis Industry
  • Risks Related to Our Intellectual Property
  • Public Company and Financial Reporting Risks
  • Risks Relating to Ownership of our Common Stock
  • Risks Relating to our Indebtedness
  • We have a relatively short operating history in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
  • The legal cannabis industry and market are relatively new, and this industry and market may not continue to exist or develop as anticipated, or we may ultimately be unable to succeed in this new industry and market.
  • Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends could adversely affect our business operations.
  • Expansion of our business in the United States is dependent on the continued and future legalization of cannabis.
The other 68 risks
  • We face intense competition and may not be able to compete effectively.
  • If we fail to retain our existing suppliers and consumers or acquire new suppliers and consumers, our revenue and revenue growth will decrease and our business, financial condition, and results of operations could be materially adversely affected.
  • If users do not value the quality and reliability of the reviews and other content that we display on our platform, they may stop or reduce the use of our services, which could adversely impact the growth of our business.
  • Because we recognize most of the revenue from our advertising products over the term of an agreement, a significant downturn in our business may not be immediately reflected in our results of operations.
  • We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.
  • Our typical practices as they relate to consumer safety and engagement on our platform may pose a risk to our relationships with advertising partners.
  • We have a history of operating losses, and we may not achieve or maintain profitability in the future.
  • There is substantial doubt about our ability to continue as a going concern, with no assurance that we will be able to generate the necessary liquidity in the future to alleviate this condition, which would materially and adversely affect our business, financial condition and results of operations, including, the likely need to significantly modify or terminate our operations and our planned business activities.
  • If we experience further material decline in our retailer client base and brand revenue or fail to expand our brand and retailer client base, our revenue and our business will be harmed.
  • If we do not successfully develop and deploy new software, platform features or services to address the needs of our suppliers and consumers, our business, financial condition, and results of operations could suffer.
  • If we fail to expand effectively into new markets, both domestically and abroad, our revenue and business will be adversely affected.
  • We may fail to offer the optimal pricing of our services.
  • We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our platform is accessible.
  • We have risks associated with our reliance on third-party service providers who provide certain products and services for certain aspects of our business.
  • Our payment system and the payment systems of our suppliers depend on third-party providers and are subject to evolving laws and regulations.
  • We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
  • We may be unable to prevent others from aggregating or misappropriating data from our websites, which could materially adversely impact our brand and business.
  • Real or perceived errors, failures, or bugs in our platform could adversely affect our operating results and growth prospects.
  • We rely on traffic to our website from search engines like Google, Yahoo!, Bing and DuckDuckGo, as well as paid digital advertising and social media marketing. If our website fails to rank prominently in unpaid search results, traffic to our website could decline and our business would be adversely affected.
  • If our current marketing model is not effective in attracting new brand and retailer clients, we may need to employ higher-cost sales and marketing methods to attract and retain brand and retailer clients, which could adversely affect our profitability.
  • Our mobile applications are important components of our business, and they present unique risks.
  • We rely upon cloud-based data centers, infrastructure and technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties, to operate our business, and interruptions or performance problems with these systems, technologies and networks may adversely affect our business and operating results.
  • We face potential liability and expense for legal claims based on the content on our platform.
  • We may need to raise additional capital, which may not be available on favorable terms, if at all, causing dilution to our stockholders, restricting our operations or adversely affecting our ability to operate our business.
  • We may acquire other companies or technologies, which could divert our management’s attention from the business, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.
  • Our business is dependent on U.S. state laws and regulations and Canadian federal and provincial laws and regulations pertaining to the cannabis industry.
  • Federal law enforcement may deem our suppliers to be in violation of U.S. federal law, in particular the CSA. An adverse change in U.S. federal policy on cannabis enforcement and strict enforcement of federal cannabis laws against our suppliers would undermine our business model and materially affect our business and operations.
  • The laws and regulations regarding hemp-derived cannabinoids are unsettled, and an adverse change in U.S. federal policy towards our suppliers would materially affect our business and operations.
  • Allowing unlicensed or noncompliant businesses to access our services or allowing businesses to use our services in a noncompliant manner, including engaging in false or deceptive business practices, may subject us to legal or regulatory enforcement and/or negative publicity, which could adversely impact our business, operating results, financial condition, brand and reputation.
  • We generally do not, and cannot, ensure that our suppliers will conduct their business activities in a manner compliant with regulations and requirements applicable to the cannabis industry. As a result, federal, state, provincial or local government authorities may seek to bring criminal, administrative or regulatory enforcement actions against our
  • suppliers, which could have a material adverse effect on our business, operating results or financial conditions, or could force us to cease operations.
  • We are subject to governmental laws, regulations and other legal obligations, particularly related to privacy, data protection and information security, and any actual or perceived failure to comply with such obligations could harm our business.
  • Our business could suffer if the jurisdictions in which we operate change the way in which they regulate the internet, including regulations relating to user-generated content and privacy.
  • Our business and operating results may be harmed if we are deemed responsible for the collection and remittance of state sales taxes or other indirect taxes for suppliers using our order functionality.
  • Our international footprint may subject us to potential adverse tax consequences in various jurisdictions.
  • Changes in tax laws or regulations and compliance in multiple jurisdictions may have a material adverse effect on our business, cash flow, financial condition or operating results.
  • Changes in accounting standards or other factors could negatively impact our future effective tax rate.
  • Cannabis remains illegal under U.S. federal law and, therefore, strict enforcement of U.S. federal laws regarding cannabis would likely result in our inability to execute our business plan.
  • Our business and our suppliers are subject to a variety of U.S. and foreign laws regarding financial transactions related to cannabis, which could subject our suppliers to legal claims or otherwise adversely affect our business.
  • Our operations may be negatively affected by the way other private companies interpret laws and regulations applicable to the cannabis industry, or their policies and practices with respect to the cannabis industry.
  • We are dependent on our banking relationships, and due to our connection with the cannabis industry, we may have difficulty accessing or consistently maintaining banking or other financial services.
  • The continuing proliferation of unlicensed and illicit cannabis operations may negatively affect our suppliers and our operations.
  • We may have difficulty using bankruptcy courts due to our involvement in the regulated cannabis industry.
  • The conduct of third parties may jeopardize our business.
  • The conduct of third parties may jeopardize our regulatory compliance.
  • We believe that Section 230(c)(1) of the Communications Decency Act (the “CDA”) provides immunity from civil and state criminal liability, but it is possible that it does not.
  • We may continue to be subject to constraints on marketing our products.
  • Cannabis businesses are subject to unfavorable U.S. tax treatment, which reduces our clients’ profitability and could result in decreased demand for our services.
  • Service providers to cannabis businesses may also be subject to unfavorable U.S. tax treatment.
  • Cannabis businesses may be subject to civil asset forfeiture.
  • Due to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liability.
  • There may be difficulty enforcing certain of our commercial agreements and contracts.
  • Certain of our directors, officers, employees and investors who are not U.S. citizens may face constraints on cross-border travel into the United States.
  • The value of the Company’s securities may suffer as a matter of wider trends with respect to the valuation of cannabis industry securities.
  • We may not be able to evolve quickly enough to keep up with marketing trends in the cannabis space.
  • We are, and may in the future be, subject to disputes and assertions by third parties that we violate their intellectual property rights. These disputes may be costly to defend and could harm our business and operating results.
  • Some of our solutions contain open source software, which may pose particular risks to our proprietary software and solutions.
  • Failure to protect or enforce our intellectual property rights could harm our brand, business and results of operations.
  • We may be unable to continue to use our existing domain names, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks.
  • Our failure to regain compliance with the continued listing requirements of the Nasdaq Capital Market has resulted in a delisting of our Common Stock and Warrants.
  • Trading of our common stock and warrants on the OTC Pink Open Market will be much more limited than the market available on Nasdaq. This may result in further decreases in the publicly traded value of our common stock.
  • The delisting of our common stock and warrants from Nasdaq, and any suspension of reporting obligations we may pursue, may result in defaults under our contractual obligations.
  • We will continue to incur increased costs and obligations as a result of being a public company.
  • The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
  • Effective December 31, 2024, the Company is no longer an “Emerging Growth Company” and as such may face additional reporting requirements under the Securities Exchange Act of 1934, thereby increasing its reporting burdens.
  • If we were to deregister our Common Stock and Warrants under the Exchange Act and suspend our on-going reporting obligations, it will become more difficult for you to monitor your investment and may further decrease the available market for the Company’s securities.
  • If we fail to establish and maintain proper and effective internal control over financial reporting or otherwise fail to establish and maintain an effective system of controls, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting, the trading price of our common stock could decline, and we could be subject to heightened regulatory scrutiny.
  • Our projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our actual revenues, market share, expenses and profitability may differ materially from our expectations.

Legal proceedings

We are involved in, and from time to time may become involved in, investigations, claims, lawsuits, audits or other proceedings arising in the ordinary course of our business. In accordance with applicable accounting guidance, we establish accruals for all lawsuits, claims and expected settlements when we believe it is probable that a loss has been incurred and the amount of the loss is reasonably estimable. When a loss contingency is not both probable and reasonably estimable, we do not establish an accrual. Any such loss estimates are inherently uncertain, based on currently available information and are subject to management’s judgment and various assumptions. Due to the inherent subjectivity of these estimates and unpredictability of outcomes of legal proceedings, any amounts accrued may not represent the ultimate resolution of such matters.

To the extent we believe any potential loss relating to such lawsuits and claims may have a material impact on our liquidity, consolidated financial position, results of operations, and/or our business as a whole and is reasonably possible but not probable, we would disclose information relating to any such potential loss, whether in excess of any established accruals or where there is no established accrual. We also would disclose information relating to any material potential loss that is probable but not reasonably estimable. Where reasonably practicable, we would provide an estimate of loss or range of potential loss. No disclosures are generally made for any loss contingencies that are deemed to be remote.

The opening of Item 3, Legal Proceedings.4

Sources

The numbers on this page point here. Each one links to the record it came from.

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  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
    SEC EDGAROther events
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55