Stockholders' Equity |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||
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| Stockholders' Equity | 15. Stockholders’ Equity Shares The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of December 31, 2025. The liquidation and dividend rights are identical among Shares equally in our earnings and losses on an as converted basis.
Subordinate Voting Shares Holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held. Multiple Voting Shares Holders of Multiple Voting Shares will be entitled to votes for each Multiple Voting Share held. Multiple Voting Shares each have the restricted right to convert to Subordinate Voting Shares subject to adjustments for certain customary corporate changes. Shares Issued During the year ended December 31, 2025, 134,229,986 Subordinate Voting Shares were issued in connection with the Wholesome Merger. See Note 3 for additional information. During the year ended December 31, 2025, 196,212,265 Subordinate Voting Shares were issued in connection with the Proper Mergers. See Note 3 for additional information. During the year ended December 31, 2025, 251,210,053 Subordinate Voting Shares were issued in connection with the Deep Roots Merger. See Note 3 for additional information. During the year ended December 31, 2025, 117,905,205 Subordinate Voting Shares were issued in connection with the Note Purchase Agreements. See Note 6 for additional information. During the year ended December 31, 2025, 52,179 Multiple Voting Shares were converted into 5,217,900 Subordinate Voting Shares for no additional consideration. During the year ended December 31, 2025, employee stock options were exercised for 723,165 Subordinate Voting Shares. Proceeds from this transaction were $121,721. During the year ended December 31, 2025, warrants were exercised for 265,626 Subordinate Voting Shares. Proceeds from these transactions were $38,516. During the year ended December 31, 2025, 22,805,897 shares were issued in connection with the settlement of RSUs. 8,951,207 shares were witheld to pay payroll taxes associated with the issuance, resulting in the final issuance of 13,854,690 shares. During the year ended December 31, 2024, 45,822 Multiple Voting Shares were converted into 4,582,200 Subordinate Voting Shares for no additional consideration. During the year ended December 31, 2024, 129,536,875 Subordinate Voting Shares were issued in connection with the execution of definitive subscription agreements with certain investors. Net of financing costs the Company received proceeds of $80,128,687. During the year ended December 31, 2024, 12,500,000 Subordinate Voting Shares with a fair value of $5,387,500 were issued to the Company’s senior secured lender in connection with the ninth amendment to the Company’s credit agreement (Note 14). During the year ended December 31, 2024, 6,400,000 shares were issued to executives as compensation. The fair value of these awards, $1,600,000, calculated using the closing price from December 17, 2024 of $0.25, is included in stock-based compensation expense in the statement of net loss and comprehensive loss for the year ended December 31, 2024. Of these 6,400,000 shares, 360,000 shares were net settled to pay payroll taxes associated with the issuance, resulting in the final issuance of 6,040,000 shares. During the year ended December 31, 2024, 1,300,078 Subordinate Voting Shares were issued to the Company’s then senior secured lender, Chicago Atlantic Opportunity Portfolio, LP, for $700,000 of proceeds. During the year ended December 31, 2024, the holders of the Company’s Convertible Notes voluntarily converted all outstanding Convertible Notes into 73,016,061 Subordinate Voting Shares of the Company. During the year ended December 31, 2024, employee stock options were exercised for 50,000 Subordinate Voting Shares. Proceeds from this transaction were $16,500. During the year ended December 31, 2024, stock warrants were exercised for 480,437 Subordinate Voting Shares. Proceeds from these transactions were $69,663. |