The Cannabist Company Holdings Inc. entered into two definitive agreements to divest its Maryland operations and related real estate. Under a Maryland purchase agreement with Free State Botanicals Holdings LLC, Free State will acquire certain cannabis cultivation, manufacturing, and retail operations in Maryland for up to $13.75 million in cash, with a portion paid at signing and the balance at closing, subject to customary cash, debt, tax, and working capital adjustments. In a separate real estate purchase agreement, 6797 Bowman Frederick LLC will acquire certain Maryland real estate by assuming all existing indebtedness related to that real estate. A special committee of independent directors unanimously approved the transaction. Completion is conditioned on a sale approval and vesting order under the Companies’ Creditors Arrangement Act from the Ontario Superior Court of Justice (Commercial List) and on required cannabis regulatory approvals.
The Cannabist Company Holdings Inc. completed the previously announced sale of substantially all assets related to its Delaware operations to Arboretum PermitCo LLC for total consideration of $16.5 million.
The consideration includes $14.025 million payable at closing, subject to working capital adjustments, and $2.475 million held in escrow for up to twelve months under specified release conditions. The company is operating under Companies’ Creditors Arrangement Act proceedings in Canada with related Chapter 15 relief in the U.S. Following the closing, the Audit Committee determined the company cannot continue SEC periodic reporting without unreasonable effort and expense, and it does not intend to file its Form 10-K for 2025 or any future Form 10-Qs.