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Cannabist to Sell Virginia Assets to Curaleaf – New Cannabis Ventures

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Curaleaf Q3 Revenue Falls 3% – New Cannabis Ventures

Cannabist Company Announces Agreement to Sell Virginia Assets to Curaleaf

CHELMSFORD, Mass. — (Business Wire) —

The Cannabist Company Holdings Inc. (Cboe CA: CBST) (OTCQB: CBSTF) (“The Cannabist Company” or the “Company”), one of the most experienced developers, manufacturers and retailers of cannabis products in the United States, today announced that it has entered into an agreement to sell all of its ownership interests in its subsidiary engaged in the sale, distribution and sale to humans. hemp to a subsidiary in the Commonwealth of Virginia Curaleaf Holdings Inc. (the “Deal”) totaling $110 million, subject to adjustment. The assets consist primarily of 5 active retail locations, 1 additional retail location under development and approximately 82,000 square feet of processing and manufacturing capacity in the Richmond area.

As previously announced, the Company’s board of directors formed a special committee of independent directors (the “Special Committee”) to review strategic alternatives. The Special Committee, with the assistance of outside financial and legal advisors, is considering a number of options, including potential asset sales, mergers or other strategic or financial transactions. The review is being conducted in light of current operational and financial challenges for the Company and the industry, as well as the continued uncertainty as to whether and when there may be U.S. federal regulatory changes affecting the Company and the industry, including, without limitation, changes in the Company’s and the industry’s U.S. federal taxation pursuant to Section 280(e) of the Internal Revenue Code. The transaction forms part of this strategic review.

Deal Highlights

The Company, Green Leaf Medical of Virginia, LLC, a subsidiary of the Company (“gLeaf Virginia”), and Green Leaf Medical, LLC, another subsidiary of the Company and the sole member of gLeaf Virginia (the “Member”), entered into a stock purchase agreement (“EPA”) with Curaleaf, Inc. (“Buyer” EPA, Inc. The Purchaser will purchase all of the issued and outstanding shares of gLeaf Virginia from the Member for an aggregate consideration of $110 million, consisting of; by the Member prior to the Closing (“Promissory Note”), all subject to adjustment as described in the EPA. The Promissory Note will bear interest at 6% per annum from the EPA Closing Date (“Closing Date”) until maturity one year after the Closing Date. Deferred payment will be due within 30 days of the earlier of (i) the date on which the first adult sale occurred at a gLeaf Virginia retail location. in each and at one retail location under development in the Commonwealth of Virginia, and (ii) from the date that is twelve (12) months after the date on which the adult first retail sale occurred.

The principal amount of the promissory note is subject to downward adjustments for GLeaf Virginia’s cash, working capital, debt and transaction costs, as well as indemnification claims. Any unpaid indemnification obligation that is outstanding against a promissory note may also be indemnified by Buyer against deferred payment.

The EPA includes a 15 business day trading period beginning on the date of the EPA and continuing through 2025. December 22 at 11:59 p.m. Eastern Time, unless otherwise extended with the prior written consent of Buyer, during which the Company, with the assistance of its financial advisor, Moelis & Company LLC, will be limited to the requirements set forth by the EPA and other requirements. request, negotiate and enter into alternative offers. The EPA includes a $3.3 million break fee that will be payable if the Company enters into an alternative offer or if the Company does not obtain Noteholder Consent (as defined below).

The transaction is subject, among other things, to the satisfaction or waiver of certain closing conditions, including regulatory approvals and the consent of the holders of a majority of nine and one-quarter percent (9.25%) principal amount due December 31, 2028 (the “2028 Percent (New Percent Notes) and 90 Percent”). Convertible notes due December 31, 2028 (the “2028 Convertible Notes” and together with the 2028 Notes, the “Notes”) issued by the Company (the “Noteholder Consent”). No shareholder approval is required. The transaction is expected to close in or before early 2026.

The Company expects to use a portion of the net proceeds from the Transaction to repay the Notes.

Moelis & Company LLC acted as financial advisor to the Company. Stikeman Elliott LLP acted as Canadian counsel. Weil, Gotshal & Manges LLP and Foley Hoag LLP acted as counsel for the United States.

About The Cannabist Company (f/k/a Columbia Care)

The Cannabist Company, formerly known as Columbia Care, is one of the most experienced developers, manufacturers and suppliers of cannabis products and related services with licenses in 12 US jurisdictions. The company operates 77 facilities, including 61 dispensaries, and 16 cultivation and manufacturing facilities, including those in development. Columbia Care, now The Cannabis Company, was one of the original multi-state providers of cannabis in the United States and now provides industry-leading products and services to both the medical and adult use markets. In 2021, the company launched Cannabist, its retail brand, creating a national dispensary network that uses proprietary technology platforms. The company offers flower, edible, oil and tablet products and manufactures popular brands including dreamt, Seed & Strain, Triple Seven, Hedy, gLeaf, Classix, Press and Amber. For more information, visit www.cannabistcompany.com.

Original press release

Published by NCV Newswire

NCV Newswire

New Cannabis Ventures’ NCV Newswire aims to gather high-quality content and information about leading cannabis companies to help our readers filter through the noise and stay on top of the most important cannabis business news. The NCV Newswire is edited by an editor and is not, however, automated. Got a secret news tip? Get in touch.

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American Cannabis Coverage by State

Florida’s Medical Cannabis Market Continues to Struggle – New Cannabis Ventures

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Florida’s Cannabis Market Continues to Crumble – New Cannabis Ventures

Each week, the Florida Office of Medical Marijuana Use (OMMU), part of the state Department of Health, releases data on the state’s medical cannabis program, including the number of active patients, the number of qualified physicians, new dispensary approvals and updates for each operator. That data includes the number of weekly dispensaries and unit sales. This is the fifteenth New Cannabis Ventures monthly update on the Florida medical cannabis market. We also published a newsletter about the state in May 2024, offering readers be careful with florida. This article is based on update provided 12/05 by the state for the week ending 12/04. Readers interested in further data may visit OMMU update page.

Patient growth has slowed

We last updated on the Florida market in October, and year-over-year patient growth fell to 4.6%, down from 8.4% at the end of May a year ago. The growth rate picked up slightly from March, when it fell to just 3.0%, to 5.5% at the end of October. Annual growth has slowed again and it fell last week, ending 12/04 at 4.5%. It has dropped a lot.

Although the number of patients is still increasing, the increase is very low and has decreased significantly from just a few years ago. 930 thousand patients make up 4% of the population of the state. The number of cases was declining before the potential legalization of adult use, but has recently increased slightly to a new high;

2024 ended with about 895,000 patients, and the growth since then was 4.0%. This works out to 4.3% annual growth, which is better than the 3.5% growth in 2024, but well below the 11.0% growth in 2023.

Over the years, some program improvements have helped Florida residents get excited about the medical cannabis program, which now has smokable flower and edible products. Then, the post-epidemic population boom helped increase the number of patients. Outpatient clinics have increased, reaching 735 from 699 a year ago. That’s a 5.2% increase, slightly faster than the 4.5% increase in medical cannabis patients since then. Looking at the changes since the end of 2024, outpatient clinics that are open increased by 4.7%, while the number of patients increased by about 3.9%.

Unit growth remains very strong

In the last week, unit sales of medical cannabis products with THC were up 15.9% from a year ago. Smokeable flower units expanded 12.8% from the week ending 12/05/24. Unit volume growth remains higher than revenue and patient gains. There are more stores and the volume of units is increasing.

We shared that Florida’s income grew just 1.4% from a year ago in April 2024, BDSA estimates. This was a record low at the time, but all historical data was revised by the BDSA for September. April 2024 growth is now reported at -40.8%, which seems a long way off. We contacted BDSA and they confirmed this revenue estimate as the 2021-2025 total is now much lower. Looking at revised 2025 data, Florida sales growth as projected by the BDSA has been volatile, with month-over-year growth ranging from -6.8% (April) to +17.2% (June). It increased by 0.4% in the third quarter compared to the third quarter of 2024, and it decreased by 2.6% in November. Patient growth and dispensary growth led to unit growth, but overall sales were down year-over-year.

Florida MSOs are weak

We warned readers on May 17, 2024 about large MSOs in Florida because investors seemed overly bullish. The entire cannabis market has been in turmoil since then, and the entire group of IPOs is down sharply, especially after the defeat of the adult-use ballot initiative in November. All four Florida leaders are down significantly though 10/09/25, especially AYR Wellness, which has been betting big on its operations in the state;

The overall sector, as measured by the NCV Global Cannabis Stock Index last night at 6.12, is down 43.5% since 12/05, and the NCV American Cannabis Operator Index, which currently has eight members and closed at 10.15, is down 51.0%. All of Florida’s 4 dropped more than both. MSOS, which has Curaleaf and Trulieve currently 48.7% of the ETF, is down 60.2% since 5/16/24. Planet 13, an acquisition that made them a major player in Florida, dropped 70.8%, better than two of Florida’s four leaders.

Thirteen months ago, many expected Florida to legalize cannabis for adults, and operators were expanding the number of dispensaries. Although a majority of Florida voters approved adult use, the measure failed to receive the 60% required to change the law. There were more dispensaries in 2025, in part due to the completion of plans that were in place before adult-use legalization failed. The market is struggling with slow patient growth, dispensary growth and competitive issues (like sales of cannabis-derived THC). The result was flat revenue despite strong unit growth.

Investors were disappointed that Florida voters failed to pass an adult legalization ballot initiative, and they likely won’t be happy with a mature medical market that is slowing and becoming more competitive. Florida will probably legalize it for adult use in 2026, but that’s a long time away. Investors, in our view, should be wary of Florida’s major operators, especially the two that are in business through 2025.

Alan Brochstein, CFA

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

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American Cannabis News

No Reason to Own Curaleaf – New Cannabis Ventures

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Tilray Is a Dangerous Stock – New Cannabis Ventures

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,

There hasn’t been much cannabis news this week, but what we did learn was kind of surprising. Cannabist, which sold one of its Virginia businesses to Verano for $90 million in 2024, announced the sale of its remaining Virginia assets to Curaleaf. Cannabist’s press release disclosed the price, while Curaleaf did not. Cannabist rallied and sold off and is now down 13.9% this week and down 39.9% year to date. The company is extremely difficult, in my opinion, and doesn’t really hold much value for investors given its low market cap and small trading volumes. Creditors are the ones who care.

Curaleaf, on the other hand, rallied on Wednesday after pulling back on Tuesday after announcing a pending $110 million buyout. It’s up 6.9% this week and is set to rise 56.4% in 2025. This is much better than the Global Hemp Stock Index, which is down 11.5% year-to-date at 6.09. MSOS, which carries most of Curaleaf, is down 3.2% in 2025.

I downgraded Curaleaf to Strong Sell at Seeking Alpha in April when it was $0.98 and yesterday it closed at $2.44. I remain very bearish on stocks and today I share an updated outlook. The main problems I see are that the valuation is too high relative to peers, the company has huge debt and MSOS has a lot.

Curaleaf’s rating is high compared to peers

While the current value of 7.8X projected adjusted EBITDA for 2026 may seem low, it is a large premium to its peers;

Curaleaf outperformed the major MSOs in 2025, driving this high relative valuation;

Curaleaf’s balance sheet is poor

The balance sheet is bad and getting worse. Net debt was $436 million at the end of 3Q, but most of the debt is due at the end of 2026, an amount that far outweighs cash. Management said on a conference call that it will replace it soon. That debt is currently realized at 8 percent cost. The company reported a current ratio of 1.5X. but that large debt due in 2026 will become current instead of long-term at the end of Q4 and this ratio will drop to 0.6X. The Virginia purchase would reduce it further.

Of course, the company can roll over the debt, but lenders should consider negative tangible equity as of Q3 of $853.6 million. This includes huge tax liabilities of $759 million. It is possible that the company will get a new loan, but investors should expect the interest rate to be potentially higher than the current 8%. The company may also sell some shares.

MSOS owns a lot of Curaleaf

MSOS controls 74.47 million shares of Curaleaf, its largest position. The Curaleaf has a thin flame compared to its peers and this further reduces it. Curaeaf’s shares are 678 million, so MSOS’s stake is more than 10% of the company’s outstanding subordinated shares, which trade over the counter in the US and on the TSX in Canada. I add the multiple voting shares as well as the RSUs and PSUs and some cash options to get a total stock dilution of 803 million, so MSOS has a 9.3% stake in the company.

If MSOS receives repayments again, it will likely need to sell more Curaleaf. Most investors remember the large number of ETF shares that redeemed in late 2022 and 2023. There were further redemptions in early 2025 and then again in November, when the number of shares fell 2%. Yesterday, shares fell by 0.5% due to another redemption. Despite this decline, the number of shares expanded by 41% in 2025. Curaleaf shares controlled by MSOS are up 54% year over year, compared to 32% for Trulieve and 2% for GTI. Curaleaf now holds the largest position at 26.7%, while Trulieve has 21.6% and Green Thumb Industries has 21.3%.

When MSOS received redemptions in November, it reduced Curaleaf shares it controlled by 2%, and then again yesterday. If the ETF receives more redemptions, it will likely sell more CURLF. This could be a problem if the ETF receives redemptions after bad news regarding 280E taxation emerges, as there are fewer buyers in that scenario.

Conclusion

Curaleaf traded at $0.84 on June 30 and rose to $2.04 on August 8, just ahead of the potential restructuring news. It’s unclear to me why Curaleaf is doing so well compared to its peers and other cannabis stocks. Cannabis stocks have been very volatile. Two that I have not liked at all over the past few years, Canopy Growth and Tilray Brands, have fallen so much and sold off the stock so much that I am now neutral on both. The demise of the 280E, if it happens, would be great for Curaleaf, but there are others that would benefit greatly as well. Investors looking to buy an MSO have better options than Curaleaf, which is quite risky.

Sincerely,

Alan:


New Cannabis Ventures publishes curated articles as well as exclusive news. Here is what we published last week.

Exclusives

Hemp stocks extend decline in November

M&A:

Cannabist to sell Virginia assets to Curaleaf

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:.

View: Public Hemp Company Revenue and Earnings Trackingwhich ranks the highest-earning hemp stocks.

Stay on top of the most important communications from public companies by watching what’s coming cannabis investor calendar.

Alan Brochstein, CFA

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

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American Cannabis Coverage by State

Cannabis Sales Drift Lower in November – New Cannabis Ventures

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Cannabis Sales Were Soft Again – New Cannabis Ventures

On December 4, 2025 at 1:13 PM

New Cannabis Ventures offers readers this easy-to-read exclusive summary of BDSA’s 15-state monthly cannabis sales data.

Cannabis sales fell 0.3% sequentially in November, which was up 3.0% on the day. In this review, we break down the results by state, starting with the western markets and then ending with the eastern markets. Overall, BDSA estimates sales in 15 markets totaled $1.80 billion in November, up 4.2 percent from a year ago, driven by strong growth in New York. BDSA updated its Illinois numbers after the state recently changed the way it counts sales.

Western markets

BDSA provides coverage for Arizona, California, Colorado, Nevada and Oregon. In November, the annual growth was negative in 4 provinces. In none of these states did daily growth fall sequentially.

Eastern markets

BDSA provides coverage for Florida, Illinois, Maryland, Massachusetts, Michigan, Missouri, New Jersey, New York, Ohio and Pennsylvania. Annual growth in November ranged from -25.3% in Illinois to +1,370.7% in New York, whose adult-use sales have been included by the BDSA since January but were first included a few months ago. Ohio began using adults in August, spurring growth. Note that Florida and Pennsylvania are medical markets only. Sequential growth was stable in most markets and negative in one market. Annual growth was negative in several markets and increased sharply in two states. We had been warning of a potential slowdown in Florida despite strong dispensary and unit volume growth due to competitive pressure, and it has now declined for three months this year.

For readers interested in a deeper look hemp markets in these fifteen states and more, including segmentation by additional product categories, brand and product details, longer history and segmentation by product attributes, learn how BDSA Solutions can give you access to actionable data and analytics.

Alan Brochstein, CFA

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

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