v3.25.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2025
Summary of Significant Accounting Policies  
Basis of presentation

Basis of presentation

The accompanying interim unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

Basis of consolidation

Basis of consolidation

These unaudited condensed consolidated financial statements include the accounts of the following entities that were wholly owned, or effectively controlled by the Company during the period ended June 30, 2025:

Name of entity

Place of  incorporation

HiColor, LLC

Minnesota, USA

MaryMed, LLC

Maryland, USA

Vireo Health of Minnesota, LLC

Minnesota, USA

MJ Distributing C201, LLC

Nevada, USA

MJ Distributing P132, LLC

Nevada, USA

Resurgent Biosciences, Inc.

Delaware, USA

Verdant Grove, Inc.

Delaware, USA

Vireo Health de Puerto Rico, Inc.

Puerto Rico

Vireo Health of Nevada 1, LLC

Nevada, USA

Vireo Health of New York, LLC

New York, USA

Vireo Health of Puerto Rico, LLC

Delaware, USA

Vireo Health, Inc.

Delaware, USA

Vireo of Charm City, LLC

Maryland, USA

Vireo PR Merger Sub Inc.

Missouri, USA

Vireo PR Merger Sub II Inc.

Missouri, USA

Deep Roots Holdings, Inc.

Nevada, USA

Wholesomeco, Inc.

Delaware, USA

New Growth Horizon, LLC

Missouri, USA

Nirvana Investments, LLC and Subsidiaries

Missouri, USA

2178 State Highway 29A LLC

New York, USA

XAAS Agro, Inc.

Puerto Rico

Vireo Marketing, LLC

Minnesota, USA

Deep Roots Harvest, Inc.

Nevada, USA

Deep Roots Aria AcqCo, Inc.

Nevada, USA

Deep Roots Operating, Inc.

Nevada, USA

Deep Roots Properties, LLC

Nevada, USA

WC Staffing, LLC

Utah, USA

Wholesome Goods, LLC

Utah, USA

Wholesome Ag, LLC

Utah, USA

Wholesome Direct, LLC

Utah, USA

Wholesome Therapy, LLC

Utah, USA

Arches IP, Inc.

Delaware, USA

The entities listed above were formed or acquired to support the intended operations of the Company. All intercompany transactions and balances have been eliminated from the Company's unaudited condensed consolidated financial statements.

Recently adopted accounting pronouncements and New accounting pronouncements not yet adopted

Recently adopted accounting pronouncements

None.

New accounting pronouncements not yet adopted

None.

Net loss per share

Net loss per share

Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential

dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, warrants, and restricted stock units (“RSUs”).

In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. The Company recorded a net loss for each of the three and six-month periods ended June 30, 2025 and 2024, as presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods.

The anti-dilutive shares outstanding for the six-month periods ended June 30, 2025 and 2024, were as follows:

Six Months Ended

June 30,

2025

    

2024

Stock options

30,359,033

 

29,843,198

Warrants

18,541,586

 

19,237,649

RSUs

72,098,150

2,500,916

Convertible debt

16,000,000

72,645,878

Total

136,998,769

 

124,227,640

Revenue Recognition

Revenue Recognition

The Company’s primary source of revenue is from the wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to adult-use and medical customers.

The following table represents the Company’s disaggregated revenue by source:

Three Months Ended
June 30,

Six Months Ended
June 30,

    

2025

    

2024

2025

    

2024

Retail

$

36,772,560

$

20,819,019

$

56,006,201

$

40,418,459

Wholesale

 

11,290,450

 

4,289,228

 

16,597,450

 

8,777,103

Total

$

48,063,010

$

25,108,247

$

72,603,651

$

49,195,562