Note 16 — Related Parties

Some of the current and former officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. Ben Kovler, the Company’s Chairman and Interim Chief Executive Officer also serves as Green Thumb’s Chairman and Chief Executive Officer. The Company’s Chief Financial Officer is a Green Thumb employee and provides services under a shared services agreement. Including Mr. Kovler, two of the Company’s seven directors are affiliated with Green Thumb. Green Thumb, through its subsidiaries, currently holds approximately 32% of our outstanding shares of Common Stock and beneficially owns 49.99% of our Common Stock, taking into account beneficial ownership limitations contained in the warrants and convertible notes held by subsidiaries of Green Thumb. Of the approximately 11.0 million warrants outstanding as of June 30, 2026, approximately 9.9 million are held by subsidiaries of Green Thumb, subject to 49.99% beneficial ownership limitations. Of the approximately 3.0 million shares or pre-funded warrants that would be issuable upon the conversion (excluding interest) of the Convertible Notes outstanding as of June 30, 2026, approximately 2.7 million are held by subsidiaries of Green Thumb, subject to 49.99% beneficial ownership limitations. The outstanding warrants are entitled to pro rata participation in dividends and other distributions to holders of Common Stock without regard to the beneficial ownership limitation. The Company filed with the SEC a proxy statement with respect to a special meeting of stockholders to be held on August 10, 2026 for a vote on the proposed issuance to RSLGH of Common Stock underlying certain convertible promissory notes, warrants and pursuant to shared services agreements, in accordance with Nasdaq Listing Rule 5635. If approved, the proposal would permit the conversion of the Convertible Notes, and full exercise of pre-funded warrants, irrespective of any ownership limitations contained in those instruments, including the 49.99% beneficial ownership limitations, to the extent those limitations are removed from the convertible notes and the pre-funded warrants pursuant to a future amendment. Additional details regarding the shared services arrangement, convertible notes, and intellectual property and licensing agreements are provided in the sections below. 

The following table describes the net activity with entities identified as related parties to the Company:

The net activity of $9.9 million during the three months ended June 30, 2026 consists of $3.6 million of support services performed by Green Thumb on behalf of the Company, $1.8 million interest charges for the Convertible Notes, and $2.2 million non-licensing chargeback expense, offset by $17.5 million Licensing Revenue from Green Thumb. The $2.2 million of non-licensing chargeback expense represents a net amount and includes a $407 thousand inventory purchase from Green Thumb.

The net activity of $13.6 million during the six months ended June 30, 2026 consists of $6.7 million of support services performed by Green Thumb on behalf of the Company, $3.6 million interest charges for the Convertible Notes, and $3.5 million non-licensing chargeback expense, offset by $27.5 million Licensing Revenue from Green Thumb.   The $3.5 million of non-licensing chargeback expense represents a net amount and includes a $609 thousand inventory purchase from Green Thumb.

Related Party Licensing Revenue

On May 20, 2025, and August 27, 2025, the Company acquired intellectual property rights to the Brand Rights, as part of the related party acquisition of MC Brands and VCP, respectively. In connection with the acquisitions, the Company also licensed the Brand Rights back to a Green Thumb affiliate under license arrangements and recognized related party Licensing Revenue. On March 31, 2026, the Company amended these licensing agreements to replace sales-based royalty consideration with fixed annual fees, effective April 1, 2026. For further discussion on the acquisition and Licensing Revenue, refer to Note 2 and Note 8 included elsewhere in the notes to the unaudited condensed consolidated financial statements.

Convertible Notes

On May 22, 2025, the Company issued a May 2025 Note with an original principal amount of $27.0 million to RSLGH. On August 25, 2025, the Company issued an August 2025 Note with an original principal amount of $45.0 million to RSLGH. For further discussion on these notes, refer to Note 9 included elsewhere in the notes to the unaudited condensed consolidated financial statements.

Support Services Agreements

On May 20, 2025, the Company entered into an Amended and Restated Shared Services Agreement (the “Services Agreement”) with Vision Management Services, LLC (“VMS”), an indirect wholly-owned subsidiary of Green Thumb, a related party. Under the Services Agreement, VMS will provide certain administrative, supply chain, operations management, sales and marketing, and technical services to the Company and its subsidiaries. As consideration for those services, the Company pays VMS service fees equal to (i) 125% of the costs incurred by VMS in connection with any services provided by non-dedicated personnel and (ii) 100% of such costs incurred by VMS in connection with services provided by dedicated personnel and any third-party costs incurred in connection with the services. The service fees are payable in cash or, upon mutual agreement of the Company and VMS and to the extent permitted under applicable Nasdaq listing rules, in Common Stock or in pre-funded warrants, with the value per share of Common Stock or pre-funded warrant being equal to $26.68, the most recent closing price of the Company’s Common Stock on the Nasdaq Capital Market as of the time the Services Agreement was executed. The maximum cost for services provided by non-dedicated personnel during the one-year term of the Services Agreement may not exceed $3.0 million unless the parties otherwise agree in writing.

On March 21, 2025, the Company entered into a Shared Services Agreement (the “CFO Services Agreement”) with VMS, pursuant to which Brad Asher provides his services as Chief Financial Officer. As consideration for those services, the Company pays VMS a monthly fee based on its direct costs in providing such services, with a maximum of $72,552 per month. The CFO Services Agreement has a term of one year, is terminable by either party on 90 days’ notice for any or no reason, and will automatically renew for successive one-year terms unless terminated by either party at least thirty days prior to the end of the applicable term. As a result of the services provided under the Services Agreement and the CFO Services Agreement, the Company does not have any direct employees other than its Interim Chief Executive Officer.