NOTES RECEIVABLE

9 Months Ended

Sep. 30, 2025

Receivables [Abstract]

NOTES RECEIVABLE

NOTES RECEIVABLE

Massachusetts Note

In May 2022 the Company issued a secured promissory note to a retail dispensary license holder in Massachusetts providing up to $3,500 of funding, which note was amended in December 2023 (the “Massachusetts Note”). As amended, the Massachusetts Note provided for interest at a rate of 12.5% per annum, which was to be paid monthly beginning in January 2024, and principal was to be repaid monthly commencing in December 2024 based on a period of twenty-four months, with the remainder due at the December 1, 2025 revised maturity date. In April 2024, the Massachusetts Note was further amended to increase the principal to $4,100 and the additional payment was funded at that time. As of December 31, 2024, $4,100 was outstanding under the Massachusetts Note, which was included in “Notes receivable” on the unaudited Condensed Consolidated Balance Sheet, and interest receivable totaling $266, respectively, was included within “Other current assets.”

In February 2025, the borrower entered into a purchase and sale agreement to be acquired by a third-party entity, which transaction closed in September 2025. The principal due under the Massachusetts Note and interest receivable totaling $679 was settled as part of that transaction and the obligations under the Massachusetts Note were satisfied. Prior to this transaction, the borrower was partially owned by an entity that was managed, in part, by one of the founders of the Company. Additionally, the Company transacts with the retail dispensary in the ordinary course of business.

Other Activity

In conjunction with a definitive agreement that the Company entered into in April 2025, pursuant to which the Company proposes to acquire an entity that anticipates obtaining an adult-use license, as further described in Note 15, “Commitments and Contingencies,” the parties entered into working capital loan agreements to provide a maximum of approximately $900 of funding for the respective build out of each dispensary. Borrowings under each working capital loan bear interest at a rate of 7% per annum and borrowings and accrued interest shall be repaid following the termination of the related definitive agreement or settled as part of the associated transaction. Each working capital loan provides for customary events of default and is secured by the underlying assets of each party. The Company provided the counter-party with $285 of funding during the three months ended September 30, 2025, which is included in “Notes receivable” on the unaudited Condensed Consolidated Balance Sheet as of that date.

In March 2024, in conjunction with the settlement of a previously outstanding note receivable, the Company entered into a supply agreement that provides for the Company to receive $6,000 of inventory products, based on market prices, over the course of three years, with a maximum of $500 per quarter. The Company recorded this receivable net of an initial discount of $984 that is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025 and within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows. This discount was calculated utilizing the Company’s estimated incremental borrowing rate as of the agreement date and will be accreted to interest income over the agreement term. A total of $343 and $750 of inventory was supplied under this agreement during the three and nine months ended September 30, 2025, respectively. Of the remaining receivable outstanding as of September 30, 2025 and December 31, 2024, $1,000 is included within “Other current assets” as of each date and $421 and $1,084, respectively, is included within “Other noncurrent assets” on the unaudited Condensed Consolidated Balance Sheets. These amounts are net of reserves established in 2024 for collection risk, of which $1,000 is included in “Other current assets” and $1,083 is included within “Other noncurrent assets.”

Additionally, a total of $3,716 was outstanding at September 30, 2025 related to a promissory note issued to the owner of a property that the Company is leasing, of which $182 and $3,534 is included in “Other current assets” and “Other noncurrent assets,” respectively, on the unaudited Condensed Consolidated Balance Sheets. At December 31, 2024, a total of $3,848 was outstanding, of which $177 and $3,671 is included in “Other current assets” and “Other noncurrent assets,” respectively, on the unaudited Condensed Consolidated Balance Sheets.

No impairment losses on notes receivable were recognized during the nine months ended September 30, 2025 or 2024, other than as described above or in Note 15, “Commitments and Contingencies.”