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. Benjamin Kovler, the Company’s Chairman and Interim Chief Executive Officer, also serves as Green Thumb’s Chairman and Chief Executive Officer. Brad Asher, 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.

On August 10, 2026, at a special meeting of the Company’s stockholders, the Company’s stockholders approved the issuance to RSLGH of shares of Common Stock underlying certain convertible promissory notes and pre-funded warrants, and shares issuable pursuant to shared services agreements, in accordance with Nasdaq Listing Rule 5635. Following the special meeting, the Company entered into the Amendment with RSLGH and VMS, each a subsidiary of Green Thumb, amending the Convertible Notes, the pre-funded warrants, and the Amended and Restated Shared Services Agreement to remove beneficial ownership limitations, including the 49.99% beneficial ownership limitation, on the conversion of the Convertible Notes and the exercise of outstanding and future pre-funded warrants, effective as of the Amendment Effective Date.

Green Thumb, through its subsidiaries, currently holds approximately 32% of the Company’s outstanding shares of Common Stock. Prior to the Amendment Effective Date, Green Thumb’s beneficial ownership was limited to a maximum of 49.99% of the Company’s Common Stock by the beneficial ownership limitations contained in the pre-funded warrants and Convertible Notes held by its subsidiaries. As a result of the removal of those limitations, Green Thumb is deemed to beneficially own approximately 89.9% of the Company’s Common Stock as of August 11, 2026, determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Rule 13d-3”), resulting in a change in control of the Company, because its subsidiaries have the right to convert the Convertible Notes and exercise the pre-funded warrants they hold within 60 days. Of the approximately 11.2 million pre-funded warrants outstanding as of September 30, 2026, approximately 10.0 million are held by subsidiaries of Green Thumb. Of the pre-funded warrants held by subsidiaries of Green Thumb, approximately 9.8 million will no longer be subject to any beneficial ownership limitation following the Amendment Effective Date, and approximately 0.2 million will remain subject to a separate beneficial ownership limitation contained in those warrants that were not removed by the Amendment. Of the approximately 3.0 million shares or pre-funded warrants issuable upon conversion (excluding interest) of the Convertible Notes outstanding as of September 30, 2026, approximately 2.7 million are held by subsidiaries of Green Thumb and will no longer be subject to any beneficial ownership limitation following the Amendment Effective Date. In a Form 8-K filed on August 11, 2026 (the “Green Thumb Form 8-K”), Green Thumb disclosed that it does not currently intend to convert the Convertible Notes or exercise the pre-funded warrants. Although Green Thumb is deemed to beneficially own approximately 89.9% of the Company’s Common Stock for purposes of Rule 13d-3, Green Thumb and its affiliates currently hold less than 50% of the voting power for the election of the Company’s directors. Accordingly, the Company is not currently a “controlled company” within the meaning of the Nasdaq listing rules. Following the Amendment Effective Date, Green Thumb may acquire additional voting power through conversion of the Convertible Notes and/or exercise of the pre-funded warrants. If Green Thumb and its affiliates hold more than 50% of the voting power for the election of the Company’s directors, the Company would become a “controlled company” within the meaning of the Nasdaq listing rules. The outstanding pre-funded warrants are entitled to pro rata participation in dividends and other distributions to holders of Common Stock without regard to any limitation on exercise.

In the Green Thumb Form 8-K, Green Thumb also disclosed that, as a result of the removal of the beneficial ownership limitations, Green Thumb will be required to consolidate the Company in Green Thumb's financial statements beginning October 10, 2026, in accordance with accounting standards applicable to Green Thumb, and that the consolidation will occur automatically upon the effectiveness of the Amendment, without any conversion of the Convertible Notes or exercise of the pre-funded warrants. The Company accounted for the Amendment as a modification of the Convertible Notes and pre-funded warrants, which had no impact on these financial statements, other than the inclusion of the shares underlying the pre-funded warrants covered by the August 10, 2026 stockholder approval in basic and diluted weighted-average shares outstanding from that date, as described in Note 14. Green Thumb's consolidation of the Company will not affect the Company's standalone financial statements, which will continue to be presented on the Company's historical basis of accounting, or the Company's separate reporting obligations as an SEC registrant listed on the Nasdaq Capital Market. Additional details regarding the shared services arrangement, the Convertible Notes, and the 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 $10.4 million during the three months ended September 30, 2026 consists of $3.5 million of support services performed by Green Thumb on behalf of the Company, $1.8 million interest charges for the Convertible Notes, and $1.8 million non-licensing chargeback expense, offset by $17.5 million Licensing Revenue from Green Thumb. The $1.8 million of non-licensing chargeback expense represents a net amount and includes a $120 thousand inventory purchase from Green Thumb.

The net activity of $24.0 million during the nine months ended September 30, 2026 consists of $10.2 million of support services performed by Green Thumb on behalf of the Company, $5.4 million interest charges for the Convertible Notes, and $5.4 million non-licensing chargeback expense, offset by $45.0 million Licensing Revenue from Green Thumb. The $5.4 million of non-licensing chargeback expense represents a net amount and includes a $729 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 VMS, an indirect wholly-owned subsidiary of Green Thumb, a related party. Under the Services Agreement, VMS provides 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 annual 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.