Cannabist Co Holdings Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Cannabist Co. Holdings Inc. (CBSTF) filed its 2023 10-K, detailing financial instruments, subsidiaries, and assets.</b>

AI Summary

Cannabist Co Holdings Inc. (CBSTF) filed a Annual Report (10-K) with the SEC on March 13, 2024. The Cannabist Co. Holdings Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company was formerly known as Columbia Care Inc., with a name change effective May 14, 2019. The filing includes data related to various subsidiaries and acquisitions, such as GreenLeaf Medical Inc. LLC and Columbia Care Ohio LLC. Key financial instruments mentioned include acquisition-related promissory notes, convertible notes, and warrants. The report details assets such as trademarks, goodwill, and construction in progress as of December 31, 2023.

Why It Matters

For investors and stakeholders tracking Cannabist Co Holdings Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of the company's financial health, operational structure, and strategic activities throughout 2023, crucial for investors assessing its performance and future prospects. The inclusion of specific subsidiary names and acquisition-related financial instruments offers insight into the company's growth strategy and integration efforts within the cannabis industry.

Risk Assessment

Risk Level: medium — Cannabist Co Holdings Inc. shows moderate risk based on this filing. The company operates in the highly regulated cannabis industry, facing potential risks related to compliance, market volatility, and evolving legal frameworks across different jurisdictions.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand the company's financial position and the specific challenges it faces in the cannabis market.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported period.)
• 2024-03-13 — Filing Date (Date the 10-K was filed.)
• 000-56294 — SEC File Number (SEC filing identifier.)

Key Players & Entities

• Cannabist Co Holdings Inc. (company) — Filer of the 10-K report.
• Columbia Care Inc. (company) — Former name of Cannabist Co Holdings Inc.
• GreenLeaf Medical Inc. LLC (company) — Mentioned subsidiary.
• Columbia Care Ohio LLC (company) — Mentioned subsidiary.
• 2023-12-31 (date) — Fiscal year end date.
• 2024-03-13 (date) — Filing date.

FAQ

Risk Factors

• Regulatory Compliance [high — regulatory]: The company operates in a highly regulated industry, subject to complex and evolving laws and regulations at federal, state, and local levels, which could impact its operations and profitability.
• Market Volatility [medium — market]: The cannabis market is subject to significant volatility due to changing consumer preferences, competitive pressures, and potential shifts in regulatory landscapes.
• Financing Risks [medium — financial]: The company may face challenges in securing adequate financing or refinancing existing debt, given the specific financial and regulatory environment of the cannabis industry.

Key Dates

• 2023-12-31: Fiscal Year End — The end of the reporting period for the 10-K filing.
• 2024-03-13: 10-K Filing Date — The date the annual report was officially submitted to the SEC.

Key Financial Figures

• $7 million — ted for gross proceeds of approximately $7 million. Implementation of the final phase of
• $3 m — ite, with net proceeds of approximately $3 million, as announced on July 31, 2023.
• $6.5 million — ts Utah license and retail location for $6.5 million. The sale of the Utah assets was comple
• $140 m — ction initially valued at approximately $140 million, excluding certain performance-ba
• $149,508,625 — 2021 Offering ") for gross proceeds of C$149,508,625, which included the exercise in full of
• $28,980,000 — 2021 Offering ") for gross proceeds of C$28,980,000, which included the exercise in full of
• $1,000 — May 28, 2021, 20 Common Shares for each $1,000 aggregate principal amount of June 2020
• $74,500,000 — nvertible notes for gross proceeds of US$74,500,000. 2022 February 2022 Private Placeme
• $185,000,000 — Company closed a private placement of US$185,000,000 aggregate principal amount of 9.50% sen
• $31,750,000 — g commitments to exchange approximately $31,750,000 of the Company's existing 13% senior se
• $153,250,000 — ny received aggregate gross proceeds of $153,250,000 in cash pursuant to the offering of the
• $26,000,000 — 2 and April 24, 2022 paid approximately $26,000,000 to acquire, by merger, VentureForth Hol
• $1.52 — September 2023 Units ") at a price of C$1.52 per Unit (the " Issue Price ") pursuant
• $33.8 million — regate gross proceeds of approximately C$33.8 million or approximately US$25 million (the " I
• $25 million — ately C$33.8 million or approximately US$25 million (the " Initial Tranche "). Each Unit co

Filing Documents

• cbstf-20231231.htm (10-K) — 7194KB
• cbstf-ex10_21.htm (EX-10.21) — 107KB
• cbstf-ex10_22.htm (EX-10.22) — 113KB
• cbstf-ex10_23.htm (EX-10.23) — 307KB
• cbstf-ex10_24.htm (EX-10.24) — 80KB
• cbstf-ex21_1.htm (EX-21.1) — 118KB
• cbstf-ex31_1.htm (EX-31.1) — 13KB
• cbstf-ex31_2.htm (EX-31.2) — 13KB
• cbstf-ex32_1.htm (EX-32.1) — 6KB
• cbstf-ex32_2.htm (EX-32.2) — 6KB
• img100940357_0.jpg (GRAPHIC) — 5KB
• img100940357_1.jpg (GRAPHIC) — 9KB
• img100940357_2.jpg (GRAPHIC) — 30KB
• img100940357_3.jpg (GRAPHIC) — 41KB
• img162877467_0.jpg (GRAPHIC) — 1KB
• 0000950170-24-030914.txt (&nbsp;) — 29403KB
• cbstf-20231231.xsd (EX-101.SCH) — 2582KB
• cbstf-20231231_htm.xml (XML) — 7088KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 3 PART I 4

Business

Item 1. Business 4

Risk Factors

Item 1A. Risk Factors 61

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 80

Cybersecurity

Item 1C. Cybersecurity 80

Properties

Item 2. Properties 81

Legal Proceedings

Item 3. Legal Proceedings 83

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 84 PART II 84

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 84

[Reserved]

Item 6. [Reserved] 86

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 87

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 101

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 102

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures 102

Controls and Procedures

Item 9A. Controls and Procedures 102

Other Information

Item 9B. Other Information 103

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. 104 PART III 105

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 105

Executive Compensation

Item 11. Executive Compensation 109

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 113

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 115

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 115 PART IV 117

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 117

Form 10-K Summary

Item 16. Form 10-K Summary 117 Exhibit Index 118

SIGNATURES

SIGNATURES 121 Index to Consolidated Financial Statements F- 1 2 FORWARD-LO OKING STATEMENTS This Annual Report on Form 10-K contains "forward-looking statements" regarding The Cannabist Company Holdings Inc. and its subsidiaries (collectively referred to as "The Cannabist Company," "we," "us," "our," or the "Company"). We make forward-looking statements related to future expectations, estimates, and projections that are uncertain and often contain words such as, but not limited to, "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or other similar words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict. Particular risks and uncertainties that could cause our actual results to be materially different from those expressed in our forward-looking statements include those listed below: the impact of the July 2023 termination of the acquisition of the Company's issued and outstanding shares by Cresco Labs LLC (the " Cresco Transaction ") on the Company's current and future operations, financial condition and prospects; the redemption of the Company's remaining 13% senior secured notes due May 2024; the impact of the Company's corporate restructuring plan; the fact that marijuana remains illegal under federal law; the application of anti-money laundering laws and regulations to the Company; legal, regulatory, or political change to the cannabis industry; access to public and private capital; unfavorable publicity or consumer perception of the cannabis industry; expansion to the adult-use markets; the impact of laws, regulations, and guidelines; the impact of Section 280E of the U.S. Internal Revenue Code of 1986, as amended (the " Internal Revenue Code "); the impact of state laws pertaining to the cannabis industry; the Company's reliance on key inputs, s

B USINESS

ITEM 1. B USINESS Background The Company's common shares are listed on the Cboe Canada (the " Cboe ") under the symbol "CBST" and are quoted on the OTCQX Best Market (the " OTCQX ") under the symbol "CBSTF" and on the Frankfurt Stock Exchange under the symbol "3LP". The Company's principal business activity is the production and sale of cannabis as regulated by the regulatory bodies and authorities of the jurisdictions in which it operates. The Company, through its subsidiaries, currently owns or manages interests in several state-licensed medical and/or adult use marijuana businesses in Arizona, California, Colorado, Delaware, Florida, Illinois, Maryland, Massachusetts, New Jersey, New York, Ohio, Pennsylvania, Utah, Virginia, Washington, D.C. and West Virginia. The Company has exited its prior operations in Missouri, European Union and Puerto Rico markets. The registered office of the Company is 1700, 666 Burrard St., Vancouver, BC V6C 2X8. The head office is located at 680 5 th Ave., 24th Floor, New York, New York 10019. The Company's telephone number is (212) 634-7100. History of the Company The Company was incorporated under the Business Corporations Act (Ontario) (the " OBCA ") on August 13, 2018 under the name "Canaccord Genuity Growth Corp." as a special purpose acquisition corporation for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization or any other similar business combination. On October 17, 2018, the Company announced that it had entered into a letter of intent with Columbia Care LLC (" Old Columbia Care ") to exclusively negotiate a business combination between the two companies. On November 21, 2018, the Company announced that it had entered into a definitive agreement (the " Transaction Agreement ") with Old Columbia Care pursuant to which, among other things, the Company would acquire all of the

View Full Filing

View this 10-K filing on SEC EDGAR