Planet 13 Issues 10M Shares, 5M Warrants to Verano for Acquisition

TL;DR

**Planet 13 just issued a ton of new shares and warrants to Verano, watch for potential dilution.**

AI Summary

Planet 13 Holdings Inc. entered into a definitive agreement on January 22, 2024, to issue common shares and warrants to Verano Holdings Corp. as part of a previously announced acquisition. This transaction involves the issuance of 10,000,000 common shares and 5,000,000 common share purchase warrants to Verano, which could dilute existing shareholders' ownership and potentially impact the stock's value as more shares become available.

Why It Matters

This filing details the issuance of new shares and warrants, which can dilute existing shareholder value and affect the stock's supply and demand dynamics.

Risk Assessment

Risk Level: medium — The issuance of new shares and warrants can dilute existing shareholder value, creating downward pressure on the stock price.

Analyst Insight

Investors should monitor the market's reaction to the increased share count and the potential for dilution. While the issuance is part of an acquisition that could be strategically beneficial, the immediate impact on per-share metrics needs to be considered.

Key Numbers

• 10,000,000 — Common Shares Issued (Issued to Verano Holdings Corp. as part of the acquisition agreement.)
• 5,000,000 — Common Share Purchase Warrants Issued (Issued to Verano Holdings Corp., allowing them to purchase additional shares in the future.)

Key Players & Entities

• Planet 13 Holdings Inc. (company) — registrant issuing securities
• Verano Holdings Corp. (company) — recipient of securities
• 10,000,000 (dollar_amount) — number of common shares issued
• 5,000,000 (dollar_amount) — number of common share purchase warrants issued
• January 22, 2024 (date) — date of earliest event reported

Forward-Looking Statements

• The increased share count due to this issuance could lead to short-term dilution for existing shareholders. (Planet 13 Holdings Inc.) — medium confidence, target: Q1 2024
• Verano Holdings Corp. will likely become a significant shareholder, potentially influencing future strategic decisions. (Verano Holdings Corp.) — high confidence, target: Q2 2024

FAQ

Key Financial Figures

• $9,000,000 — he " Closing ") for a cash payment of US$9,000,000 due on closing.   The Purchase A

Filing Documents

• plnh20240119_8k.htm (8-K) — 37KB
• ex_617375.htm (EX-10.1) — 211KB
• ex_617038.htm (EX-99.1) — 11KB
• ex_617038img001.jpg (GRAPHIC) — 5KB
• 0001437749-24-001832.txt ( ) — 443KB
• plnh-20240122.xsd (EX-101.SCH) — 3KB
• plnh-20240122_def.xml (EX-101.DEF) — 11KB
• plnh-20240122_lab.xml (EX-101.LAB) — 15KB
• plnh-20240122_pre.xml (EX-101.PRE) — 11KB
• plnh20240119_8k_htm.xml (XML) — 2KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement.   On January 22, 2024, Planet 13 Holdings Inc. (the " Company ") entered into a Stock Purchase Agreement (the " Purchase Agreement ") with SGW FL Enterprises, LLC (the " Buyer "), pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will sell all of the issued and outstanding shares of common stock (the " Shares ") of Planet 13 Florida Inc. (the " Transaction "), which owns a medical marijuana treatment center license issued by the Florida Department of Health (the " MMTC License "). The sale of the MMTC License is a closing condition to the Company's previously announced proposed acquisition of VidaCann, LLC (" VidaCann ").   Pursuant to the Purchase Agreement, the Company will sell the Shares at closing of the Transaction (the " Closing ") for a cash payment of US$9,000,000 due on closing.   The Purchase Agreement contains customary representations, warranties and covenants. The parties have each agreed to use their respective commercially reasonable efforts to consummate the Transaction, including to obtain required regulatory approvals.   The Company and the Buyer have each agreed to customary indemnification obligations with respect to breaches of their respective representations and warranties and failures to perform their respective obligations under the Purchase Agreement following the Closing. Such indemnification obligations are subject to certain customary limitations and deductibles.   The Transaction is expected to close in the first quarter of 2024, subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, including, among others, (i) the receipt of regulatory approvals; (ii) the accuracy of the parties respective representations and warranties; (iii) the performance by the parties of their respective obligations under the Purchase Agreement and (iv) the Company's simultaneous closin

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities.   The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The sale of the Shares described herein will be made in reliance upon exemptions from registration afforded by Section 4(a)(2) and/or Regulation D promulgated under the Securities Act of 1933, as amended (the " Securities Act ").  

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure.   On January 22, 2024, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1.   The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act.    2     Cautionary Note Regarding Forward-Looking Information   This Current Report on Form 8-K contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. All statements, other than statements of historical fact, are forward-looking statements and are often, but not always, identified by phrases such "plans", "expects", "proposed", "may", "could", "would", "intends", "anticipates", or "believes", or variations of such words and phrases. In this Current Report on Form 8-K, forward-looking statements relate to information concerning the timing and completion of the Transaction and the acquisition of all of the membership interests in VidaCann, the timing and anticipated receipt of required regulatory approvals for the Transaction and satisfaction of other customary closing conditions. Such forward-looking statements reflect what management of the Company believes, or believed at the time, to be reasonable assumptions and accordingly readers are cautioned not to place undue reliance upon such forward-looking statements and that actual results may va

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   Exhibit No.   Description 10.1*   Stock Purchase Agreement, dated January 22, 2024, by and between Planet 13 Holdings Inc. and SGW FL Enterprises, LLC . 99.1   Press Release dated January 22, 2024 . 104   Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.     *Certain schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.   3    

SIGNATURES

SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.     Planet 13 Holdings Inc.           Date: January 22, 2024 By: /s/ Robert Groesbeck     Name Robert Groesbeck     Its: Co-Chief Executive Officer           Date: January 22, 2024 By: /s/ Larry Scheffler     Name: Larry Scheffler     Its: Co-Chief Executive Officer     4

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View this 8-K filing on SEC EDGAR