7. Deposits

On February 14, 2024, Proper entered into, among other things, an Asset Purchase Agreement (the “OGI Asset Purchase Agreement”) and a Management Service Agreement (the “Management Service Agreement”) with Occidental Group,

Inc. In connection with the OGI Asset Purchase Agreement, Proper advanced $4,365,858, which is fully refundable in the event the OGI Asset Purchase Agreement does not close. Given that the OGI Asset Purchase Agreement had not closed as of June 30, 2025, the advance was included in deposits at June 30, 2025 on the condensed consolidated balance sheet. The transactions contemplated by the OGI Asset Purchase Agreement closed on July 10, 2025.

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On August 20, 2024, Proper entered into an agreement to acquire a dispensary license from ROI Wellness Center IV, LLC. In accordance with the agreement, Proper made an advance of $2,500,000, which is fully refundable in the event the Missouri Department of Health Senior Services does not approve the transfer of the license. The license transfer has not been approved, and as such, the advance was included in deposits at June 30, 2025 on the condensed consolidated balance sheet.

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At June 30, 2025 and December 31, 2024, the Company’s deposits were comprised of the following:

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