Debt

3 Months Ended

Mar. 31, 2025

Debt [Abstract]

Debt

Note 9 – Debt

The Company’s debt consisted of:

	March 31,			December 31,
(In thousands)	2025			2024
Related party debt:
Green Thumb Note	$	10,000		$	10,000
Total related party debt		10,000			10,000
Less: current portion		(10,000	)		(10,000	)
Related party debt, net of current	$	—		$	—
Short-term debt:
PPP Loan	$	611		$	518
Other Notes Payable - Current		4			4
Total short-term debt	$	615		$	522
Long-term debt:
Other notes payable		—			1
Total long-term debt		—			1
Less: current portion		—			—
Long-term debt, net of current	$	—		$	1

Green Thumb Convertible Note

On November 5, 2024, the Company issued a Secured Convertible Note (the “Green Thumb Note”) to RSLGH, LLC (the “Investor”), a subsidiary of Green Thumb Industries Inc. (“Green Thumb”). The Green Thumb Note is a secured obligation of the Company and ranks senior to all indebtedness of the Company. The Green Thumb Note will mature on November 5, 2025 and has a 10.0% annualized interest rate. The principal amount of the Green Thumb Note will be payable on the maturity date. The Green Thumb Note provides for advances of up to $20 million in the aggregate, of which $10 million was advanced upon issuance. The Green Thumb Note was amended on May 8, 2025 to issue pre-funded warrants in lieu of cash interest with 18,614 pre-funded warrants issued on May 8, 2025 and an additional 11,373 pre-funded warrants to be issued on September 1, 2025, replacing the previously defined cash interest payment dates.  The number of pre-funded warrants is equal to the cash interest amount otherwise payable on The Green Thumb Note divided by the closing share price on May 8, 2025, which is the effective date of the amendment. No changes were made to the conversion price of the principal amount of the Green Thumb Note.

The Green Thumb Note imposes certain customary affirmative and negative covenants upon the Company, including covenants relating to corporate existence, indebtedness, liens, distributions, affiliate transactions, and issuance of other notes. If an event of default under the Green Thumb Note occurs, the Investor can elect to redeem the Green Thumb Note for cash equal to the then-outstanding principal amount of the Green Thumb Note (or such lesser principal amount accelerated by the Investor), plus accrued and unpaid interest, including default interest, which accrues at a rate per annum equal to 14% from the date of a default or event of default. The Company is in compliance with these covenants. If the Investor elects to convert the Green Thumb Note, the conversion price per share will be $3.158, subject to customary adjustments for certain corporate events. The conversion of the Green Thumb Note will be subject to certain customary conditions and the receipt of stockholder approval to the extent necessary under Nasdaq listing rules.

Borrowings under the Green Thumb Note as of March 31, 2025 totaled $10 million which are recorded on the Company’s condensed consolidated balance sheets in related party debt. Interest expense incurred on the Green Thumb Note amounted to approximately $250 thousand and $0 thousand for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, future minimum principal payments on all debt positions, excluding accrued interest amounts, were as follows:

Years ending December 31 (In thousands)
Remaining 2025	$	10,614
2026		1
Total future payments	$	10,615