Form 8-K constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, this information is being provided to assist readers in understanding management's current expectations regarding the Company's near-term financial performance; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this Current Report on Form 8-K may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” and variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes statements regarding the Company’s future M&A strategy, including remaining acquisitive, and optimization of the Company’s business; the Company’s expectations regarding its annualized revenue run rate; the Company’s expectations around its pending transactions in Ohio and with Cannabist and Planet 13, and the assets to be acquired therefrom; expectations around the Company’s future operations in Pennsylvania through its joint venture interest in the holder of the PhytoNatural license; expectations around the proposed Merger and the expected timing and benefits thereof; the expected Merger closing date; the approximate value of the consideration to be paid in the Merger; the satisfaction or waiver of the closing conditions set out in the Merger Agreement, including receipt of all regulatory approvals; the expectation that the shares of Planet 13 common stock will be delisted from the Canadian Securities Exchange and OTCQX Market and that Planet 13 will cease to be a reporting issuer under applicable U.S. and Canadian securities laws; and the Company’s expectations around integration of the operations of its recent and announced acquisitions and timing thereof; the Company's financial outlook for the fourth quarter of 2026 and the first quarter of 2027, including expected revenue and Adjusted EBITDA, the expected contribution of FLUENT, the estimated potential contribution of pending acquisitions if completed, and the assumptions underlying such outlook; and the Company's intention to provide guidance on a sequential, quarterly basis. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company, Planet 13 or their respective subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this Current Report on Form 8-K. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”). Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may differ materially from the outlook provided in this Current Report on Form 8-K. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company and Planet 13 (in the case of the Merger) believe that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because neither the Company nor Planet 13 (in the case of the Merger) can give any assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to receipt of necessary regulatory and third-party approvals for completion of the proposed Merger and the Company’s pending and proposed transactions; risks and uncertainties associated with the proposed Merger and the pending transactions in Ohio and with Cannabist, some of which are beyond the Company’s and Planet 13’s control; the Company’s and Planet 13’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the proposed Merger and the pending transactions in Ohio and with Cannabist; the effects of the proposed Merger and the pending transactions in Ohio and with Cannabist on the Company, Planet 13 and the interests of various constituents; subject to the successful outcome of the proposed Merger and the pending transactions in Ohio and with Cannabist, the nature, cost, impact and outcome of pending and future litigation, other legal or regulatory proceedings, or governmental investigations and actions; risks related to the integration of recently completed acquisitions, including the FLUENT transaction; risks related to the timing and content of adult-use legislation in markets where the Company currently operates; risks related to the partial rescheduling of medical marijuana to Schedule III, including the DEA registration process and any legal challenge to the related final rule; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign
