Trulieve Announces Closing of $140 Million Private Placement of 10.5% Senior Secured Notes
TALLAHASSEE, Fla., Dec. 17, 2025 /PRNewswire/ — Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) (“Trulieve” or “the Company”), a leading and most profitable cannabis company in the United States, today announced the closing of a private placement of 10.5% Senior Secured Notes due 2030 (the “Notes”) with “gross proceeds of $40 million” (for aggregate proceeds of $40 million). The offer size has been increased taking into account the market demand for the Bonds.
The bonds were issued at 100% of face value and are the Company’s principal secured obligations. The Notes bear interest at 10.5% per annum, payable in equal semi-annual installments until maturity, unless earlier redeemed or redeemed. The Notes mature on December 17, 2030 and may be redeemed in whole or in part at any time from time to time on or after December 17, 2027 at the applicable redemption price set forth in the second supplemental indenture governing the Notes.
The offering was made on a “best efforts” basis pursuant to the terms of an amended and restated agency agreement between the Company and Canaccord Genuity Corp., as sole agent and sole registrar. The Company has completed the required filings to list the securities on the Canadian Securities Exchange (“CSE”) following the expiration of the four-month Canadian statutory holding period.
The Company intends to use the net proceeds from the Offering for capital expenditures and other general corporate purposes.
The offer and sale of the Notes has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or the laws of any other jurisdiction. This news release shall not constitute an offer to sell or an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction where such offer, solicitation or sale would be unlawful.
About Trulieve
Trulieve is an industry-leading, vertically integrated cannabis company and multi-state operator in the US with leading locations in Arizona, Florida and Pennsylvania. Trulieve is poised for accelerated growth and expansion, building retail scale and distribution in new and existing markets through its central strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers live limitless lives. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, visit Trulieve.com.
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You are reading this week’s edition of New Cannabis Ventures, a weekly magazine we have published since October 2015. The newsletter includes unique insight to help our readers stay ahead of the curve, as well as links to the most important news of the week. We no longer email them like we used to, but post this and all newsletters on our website here.
friends,
The big news this week was an extension of the huge news from August, when President Trump appears to be now preparing to issue an executive order to push cannabis from Schedule I to Schedule III. Unsurprisingly, hemp stocks have rallied, with the NCV Global Cannabis Stock Index now at 8.23, up 35.4% in December and now up 19.6% year-to-date. MSOs to benefit from 280E tax If this continues, MSOS will rise even further to 6.69, up 92.2% in December and 75.6% year-to-date. The ETF, which closed at $6.87 on Election Day 2024, fell to $2.02 in March.
In August, when the news broke, I issued a newsletter pitching to investors consider hemp REITs. After initially moving higher, they have since fallen behind;
Since 8/13, MSOS has advanced 28.4% and the Global Cannabis Stock Index is up 15.9%. Only one of the four hemp REITs rallied, Innovative Industrial Properties, and it was up just 6.9%. A very weak one is Advanced Flower Group, which is in the process of becoming a business development company
I continue to believe that eliminating 280E taxes will be good for hemp REITs, which include two equity REITs and two mortgage REITs. I have two of them, IIPR and REFI, in my Focus List at 420 Investor and my model portfolio holds both right now. I’m overweight the utilities index and underweight all other subsectors, including MSOs and Canadian LPs;
The two REITs I include in my Focus List make up 27.8% of the model portfolio and increase my ancillary exposure. All four REITs are in the Global Hemp Stock Index and make up 13.6% of the index, so I am currently very overweight. IIPR, which trades on the NYSE, trades at 0.7X tangible book value. REFI, which trades on the NASDAQ, trades at 0.9X. Both stocks pay very high dividends that may be at risk. So far in 2025, both stocks are down more than 12%, and two other hemp REITs are down more. Even if dividends are included, all are down year-over-year;
The two REITs I follow closely serve MSOs: IIPR owns and leases properties, and REFI owns mortgages that MSOs take out against their properties. The poor financial health of their clients weighed on both stocks. If 280E goes away, the client will be healthier. Certainly there will be challenges if 280E remains, but it could be much worse for MSOs saddled with debt and unpaid taxes. The reprogramming will not automatically result in NASDAQ admitting MSOs for trading, nor will it necessarily result in SECURITY banking, an action that could increase competition for REITs. Hemp REITs, which are still down year-over-year and down for much longer periods, look attractive to me for hemp investors here.
This fight to stop 280E taxation was bitter. Let’s hope it ends.
Sincerely,
Alan:
New Cannabis Ventures publishes curated articles as well as exclusive news. Here is what we published last week.
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Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El
Michigan hemp sales for the month of november down from a year ago as they were down 3.0% sequentially, which was +0.2% on a daily basis. Sales at $259.7 million decreased by 6.0 percent compared to last year.
The Michigan Cannabis Regulatory Agency breaks down sales by medical and adult use, where medical sales fell 58.1% year over year to $0.4 million, down 9.7% sequentially, and adult use sales fell 5.9% year-over-year to $250.9 million, down 3.0% sequentially.
The state breaks down sales by category and provides pricing details by category for both medical and adult;
For Adults – Use
Medical
As supply continues to expand, prices for adult flowers have plummeted. The average price of $957 a pound in October fell 3.4% sequentially to a new record low and fell 16.8% from a year ago.
Michigan hemp sales will grow 82.1% to $1.79 billion in 2021, 27.9% to $2.29 billion in 2022, and 33.3% to $3.06 billion in 2023. In 2024, they increased by 7.6% to $3.29 billion. expand further as supply becomes more available and as distribution expands.
Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El
You are reading this week’s edition of New Cannabis Ventures, a weekly magazine we have published since October 2015. The newsletter includes unique insight to help our readers stay ahead of the curve, as well as links to the most important news of the week. We no longer email them like we used to, but post this and all newsletters on our website here.
friends,
Last week when I was pointing out how overpriced Curaleaf is, I mentioned that the ETF MSOS had a redemption on 12/2 and then it had another redemption on 12/4. Shares traded down 1.3% for the week. They are down 3.4% from their peak in mid-November. However, the stock is up 39.6% year-to-date.
The ETF ended the week slightly leveraged, as it was invested in hemp stocks at 102.8% of its NAV, although sales were made this week. While Curaleaf rallied 9.3% after my piece last week, MSOS actually fell 0.5% to $3.67. Looking at the 6 stocks that have more than 5% exposure, it is the only one that is up, while the rest are down at least 2.8% to 6.8%. These six stocks include the five largest ETFs and also the Glass House brands. Here’s MSOS and its six current holdings, which make up 88.5% of the ETF so far in 2025:
I remain very concerned about the high concentration of MSOS to name just a few. The ETF is down 3.5% this year, while the NCV Global Cannabis Stock Index is down 11.6%. The top three, led by CURLF at 29.5%, includes Trulieve, which I think is currently overpriced relative to peers at 21.2%, and Green Thumb Industries, which I like relative to peers at 20.9%. There is 71.6% in just three stocks.
If MSOS receives more redemptions, it will likely sell some of its large positions. So far, with MSOS’s shares outstanding down 3.4% since mid-November, sales of its shares have been made. MSOS reduced its exposure to shares of Curaleaf by 3.4%, TCNNF by 3.4% and GTBIF by 3.0%. We are nearing the end of the year and this bad trade could end badly. Of course, MSOS may hold for the next few weeks, but it’s already down 34.1% since closing at its 2025 high of $5.57 on 8/29. Redemptions could lead to a dire sale of his holdings.
The latest repayments are not the first, as there were more significant repayments from late 2022 to early 2023. There were also a few small repayments in early 2025. Given the year-over-year growth of the past two years, it was on the rise in the second half of 2024, likely tied to Florida’s election-legalization hopes. from medical to also for adults.
Currently up nearly 40% over the past year, that’s a high rise that has already had a big impact on MSOS’s price. At its peak in August, it was up 55% over the previous year. The world of cannabis investors has become much smaller, leaving the entire industry, including MSOS and MSOs, less liquid.
A potential reshuffle by the Trump administration has excited traders who like MSOS because it’s one security that trades higher and has options. That play started in mid-August before the big news, as someone started buying MSOS shares in early July. Both the number of shares increased and so did the price, and trading volumes also increased. Despite the rise in shares outstanding, MSOS is down year-on-year, although it could fall much further if the restructuring announced under discussion four months ago does not take place. The latest excitement in MSOS 2024 saw it tumble 70.6% from the close on 11/05/24, when the election took place, to its all-time intraday low of 2.02 set in early April.
How MSOS does will ultimately be up to him 280E tax leaving. Otherwise, expect more Widow-like situations. Last week I discussed Curaleaf’s large amount of debt due in 2026 and this is something to watch.
If 280E stays, it will be bad for all MSOs and this ETF. I keep thinking that some of the Canadian LPs are safer than the MSO’s and they can be collected more. I also see some ancillary firms that would benefit greatly if their clients faced less heavy taxation. MSOS fell 23.4% in Q4, while the Global Hemp Stock Index fell 20.8%. If realignment doesn’t happen, this pressure on hemp stocks, especially on IPOs, could get much worse.
Sincerely,
Alan:
New Cannabis Ventures publishes curated articles as well as exclusive news. Here is what we published last week.
Follow Alan for real-time updates X.com:. Share and discover industry news with like-minded people on the largest group of cannabis investors and entrepreneurs LinkedIn:.
Stay on top of the most important communications from public companies by watching what’s coming cannabis investor calendar.
Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El
Michigan hemp sales will grow 82.1% to $1.79 billion in 2021, 27.9% to $2.29 billion in 2022, and 33.3% to $3.06 billion in 2023. In 2024, they increased by 7.6% to $3.29 billion. expand further as supply becomes more available and as distribution expands.
