Trulieve Announces $100 Million Private Placement of 10.5% Senior Secured Notes
TALLAHASSEE, Fla., Dec. 8, 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 that it has received commitments for a private placement of 10.5% Senior Secured Notes due 2030. “Proposal”). The bonds, which will be issued at 100% of the face value, will be the senior secured obligations of the Company. The notes will bear interest at 10.5% per annum, payable semi-annually in equal installments until maturity, unless earlier redeemed or repurchased. The Notes will mature on or about December 17, 2030 and may be redeemed in whole or in part at any time from time to time on or after two years from the date of issuance at the applicable redemption price set forth in the supplemental indenture to be executed at the closing of the Offering.
The offering is being conducted on a “best efforts” basis under the terms of an agency agreement between the Company and Canaccord Genuity Corp., as sole agent and sole bookrunner, and is expected to close on December 17, 2025, subject to customary closing conditions, including approval by the Canadian Securities Exchange (“SEC”). The Company intends to file the required documents for the listing of the Notes to be issued pursuant to the Offer on the CB after the expiration of the Canadian statutory four-month 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 (the “Securities Act”), as amended (the “Securities Act”), or the laws of any other jurisdiction, and the Securities are being offered only to (1) persons who are reasonably believed to be qualified institutional buyers (as defined in Rule 1450 (ascredit to investors in Regulation D)); Exemptions from the registration requirements of the Securities Act pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act and similar exemptions under applicable U.S. state securities laws and (2) outside the U.S. to certain non-U.S. persons under the Securities Act. 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. The notes will be offered for sale on a private placement basis in Canada, subject to applicable exemptions from the prospectus requirements of the Canadian securities laws.
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,
With the first month of the year almost half over, the Global Hemp Stock Index rose 0.3% to 6.61. While that’s better than cash, it lags the S&P 500, which gained 1.2%, and notably the Russell 2000, which gained 6.9%.
The global hemp stock index has been in decline over the past five years, falling 4.2% in 2025, its best annual performance since a recent surge in 2020. The hemp industry is so down and should be rallying, but most bets on that outcome have lost money.
The index was recalculated at year-end, with three stocks exiting and two entering, leaving the index with 27 stocks. So far in 2026, 17 are up, with double-digit percentage gains, and 10 are down, including three that are down more than 20%. Here is a table that includes all the companies and some additional information:
The average market cap is $1.1 billion. MSOS is up 4.7% year-to-date, and the index contains 7 MSOs, all of which have gained. The last column shows that five of these seven have negative tangible book value, suggesting potential downside risk for those with significant debt.
I keep a close eye on 16 of the 27 names. Canopy Growth, Cresco Labs, Cronos Group, Curaleaf, GrowGeneration, Green Thumb Industries, Innovative Industrial Properties, WM Technology, Organigram, Chicago Atlantic Real Estate Finance, Scotts Miracle-TilrayrA BTrumsndce, Villa Verano. I’ve covered most of the others and written about RYTHM and SNDL on Seeking Alpha.
The drops include two recent additions that got me thinking more about inclusion rules. These two as well as others have very low market caps. They all met the minimum price rule and minimum average daily trading value criteria, and they are in the cannabis sector. The next rebalance, which will take place in March, may include some new rules.
The overall stock market is on the rise, but hemp stocks are still not catching the attention of investors. Shares in the index, up just 0.3% year to date, are trading near their 50-day and 150-day moving averages. MSOs are helping the market so far, while several stocks are hurting it. My model portfolio in the 420 Investor, which did very well in 2025, is outperforming the index so far in 2026. I’m very underweight MSOs relative to the index, own two, slightly overweight Canadian LPs (three names) and have a large overweight in ancillaries (four names). The model portfolio had 19% cash on 1/14.
The cannabis industry suffers from slow growth, increased competition, a slowdown in adult-use states, an uncertain regulatory environment at the federal level, and many unfair taxes (280E) Hopefully things will improve in 2026.
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:.
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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 December increased from a year ago as they rose 3.8% sequentially, which was +0.5% on a daily basis. At $269.7 million, sales increased by 1.6 percent compared to last year.
The Michigan Cannabis Regulatory Agency breaks down sales by medical and adult use, with medical sales down 50.2% year-over-year to $0.4 million, up 10.8% sequentially, and adult-use sales up 1.7% year-over-year to $269.3 million, up 3.8% sequentially.
The state breaks down sales by category and provides pricing details by category for both medical and adult;
For adultsMedical
As supply continues to expand, prices for adult flowers have plummeted. The average price of $932 a pound in December fell 2.6 percent sequentially to a new record low and fell 15.9 percent from a year earlier.
Michigan hemp sales are expected to 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. forward as supply becomes more accessible and 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,
The hemp industry ended 2025 with a slight decline. The New Cannabis Ventures Global Cannabis Stock Index, which started at 100 at the end of 2012, has fallen 4.2% in 2025 to 6.59. This was the 5th consecutive annual decline.
The AdvisorShares Pure US Cannabis ETF (NYSE Arca: MSOS ) rallied last year, gaining 20.5%, but it’s down a lot since late 2020 when it was at $36.50. The 5-year yield at $4.72 was -87.1%. During that time, the Global Hemp Stock Index fell 85.2 percent, just shy of a recession.
So far in 2026, the global hemp stock index is unchanged. MSOS, which rose in December, fell 3.0% to $4.58. After last year’s big jump, investors probably aren’t too worried just yet. Perhaps they shouldn’t have, because the realignment is still in progress, and if it passes, it’s very incremental because of the elimination 280E tax. Of course, it remains to be seen whether a realignment will actually happen, and if so, when it will happen.
Investors or traders have rushed to MSOS over the past few years in hopes of a reshuffle. The lift in late December had massive volume, surpassing the volume in August when rumors of a possible realignment under Trump first surfaced. It was also heavier than when the MSOS fell after the last election in 2024. So far in 2026, volume has been fairly low, as seen in this six-month chart:
MSOS is still trading above the 12/11 price, as are most of its stocks. It’s also trading up more than 100% from near its all-time low of $2 set last year. To me, while the stock has fallen well from its recent peak, down 36.8% from its 12/18 intraday high, it looks like it could continue to decline. The recent downturn has not spurred buyers. In my 420 Investor model portfolio, I have very little exposure to MSOs compared to the Global Hemp Stock Index, just 6.6% in both MSOs compared to 25.9%.
The ETF, which is slightly leveraged, is loaded with three MSOs, as I’ve discussed before: Curaleaf (OTC: CURLF ), Green Thumb Industries (OTC: GTBIF ) and Trulieve (OTC: TCNNF ) at 67.7% MSOS. Curaleaf, which has a major debt challengeso far in 2026, it has fallen by 1.4% and moved from the second largest position to the third. Trulieve, the current largest holding, fell 5.6%, while GTI, now the second largest, rose 2.0%. MSOS has not purchased or sold shares of any of these MSOs so far in 2026.
I have watched MSOS since its day 1 which was in late 2020. Although I was and continue to be highly critical of the way it was run, I commended them for their early efforts. Unfortunately, there are no cannabis investment funds, including ETFs, that come close to MSOS in terms of assets under management. The ETF has grown its share count dramatically over the past year, despite a recent small drawdown. Investors should understand that if it hits redemptions, it could put pressure on the MSO subsector and the price of MSOS.
It is very possible that hemp will be reclassified with the end of 280E taxation. It is also possible that large MSOs will not have to pay past 280E taxes that they did not pay. If 280E goes away and the previous liabilities go away, it will be very positive for MSOs and it will likely eliminate potential MSOS repayments. Of course, if 280E holds, traders stacked in MSOS will have trouble finding new buyers. No chart will answer this question about the future of the 280E.
I continue to recommend that cannabis investors look beyond just the MSO part of the market. I have discussed several times, as well as recently, that hemp REITs make more senseand I have a lot of exposure to both of them in my modeling portfolio. There are other supporting names that should have upside if the 280E goes away for their customers, but less downside if it stays. Canadian LPs might also make sense. 280E taxation makes no sense and should go away, but it seems premature to suggest that it will.
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
