Cannaisseur Group Pivots to Wellness Amidst CBD Regulatory Fog

TL;DR

**TCRG is making a risky bet on the booming wellness market, but its heavy reliance on CBD products and the FDA's regulatory ambiguity make it a speculative play.**

AI Summary

Cannaisseur Group Inc. (TCRG) was established in December 2020 and acquired a 51% interest in Atlanta CBD Inc. on January 4, 2021. TCRG has transitioned into a health and wellness company, aiming to promote and sell health and wellness products, including CBD-related items, leveraging its existing stake in Atlanta CBD. The company's only current assets and operations consist of this 51% interest. TCRG plans to expand its business by acquiring CBD cultivation, processing, and distribution equipment, using a combination of common stock and private placement funds. The global digital health and wellness market is projected to grow from approximately $349.39 billion in 2024 to $1663.33 billion by 2033, at an 18.93% CAGR. The company faces strong competition from major players like Nestlé S.A. and PepsiCo Inc. Floretta Gogo and Xavier Carter, who own 49% of Atlanta CBD and approximately 18% each of TCRG's common stock, manage both entities, with a conflict-of-interest agreement in place. As of June 30, 2025, the aggregate market value of non-affiliate voting and non-voting stock was approximately $2,722,465, based on a price of $0.14 per share.

Why It Matters

TCRG's strategic pivot to the broader health and wellness market, while retaining its CBD focus through Atlanta CBD, positions it in a rapidly expanding sector projected to reach $1.66 trillion by 2033. However, the significant regulatory uncertainty surrounding CBD products from the FDA poses a substantial risk, potentially impacting product marketability and investor confidence. For employees and customers, this shift could mean new product offerings and growth opportunities, but also potential instability if regulatory hurdles are not overcome. The competitive landscape, dominated by giants like Nestlé and PepsiCo, means TCRG must innovate effectively to carve out market share and deliver value to its 60,459,890 outstanding common shares.

Risk Assessment

Risk Level: high — The company's risk level is high due to significant regulatory uncertainty surrounding CBD products. The FDA has taken the position that hemp-derived CBD cannot be marketed as dietary supplements or food, and while enforcement action has not yet occurred, this could change. Furthermore, the company's only assets and operations consist of a 51% interest in Atlanta CBD, making it highly concentrated and vulnerable to these regulatory shifts.

Analyst Insight

Investors should approach TCRG with extreme caution, recognizing the high regulatory risk associated with its CBD-centric business model. Monitor FDA announcements closely regarding CBD product regulation and assess the company's ability to diversify its health and wellness offerings beyond CBD to mitigate this concentration risk.

Key Numbers

• $2,722,465 — Aggregate market value of non-affiliate stock (as of June 30, 2025, based on $0.14 per share)
• 60,459,890 — Common Stock shares outstanding (as of March 18, 2026)
• 51% — Ownership interest in Atlanta CBD Inc. (TCRG's only current asset and operation)
• $349.39 billion — Global digital health and wellness market size (valued in 2024)
• $1663.33 billion — Projected global digital health and wellness market size (expected by 2033)
• 18.93% — Compound annual growth rate (CAGR) (for digital health and wellness market from 2025 to 2033)
• 0.3% — Delta-9 THC concentration limit (for hemp-derived products to be excluded from Controlled Substances Act)
• 3 — Full-time employees (at Cannaisseur Group Inc.)

Key Players & Entities

• Cannaisseur Group Inc. (company) — registrant
• TCRG (company) — ticker symbol
• Atlanta CBD Inc. (company) — 51% owned subsidiary
• Floretta Gogo (person) — President and CEO of TCRG, 18% TCRG common stock owner, 49% Atlanta CBD owner
• Xavier Carter (person) — CFO of TCRG, 18% TCRG common stock owner, 49% Atlanta CBD owner
• FDA (regulator) — regulates hemp-derived CBD products
• USDA (regulator) — regulates hemp cultivation and production
• Nestlé S.A. (company) — major competitor in health and wellness foods
• PepsiCo Inc. (company) — major competitor in functional beverages
• U.S. Drug Enforcement Administration (regulator) — enforces Controlled Substances Act

Forward-Looking Statements

• Cannaisseur Group Inc. will continue to report minimal to no revenue in the next fiscal year. (Cannaisseur Group Inc.) — high confidence, target: December 31, 2023
• The company's accumulated deficit will likely increase in the next reporting period. (Cannaisseur Group Inc.) — high confidence, target: December 31, 2023

FAQ

Risk Factors

• Dependence on Atlanta CBD Inc. [high — operational]: TCRG's sole asset and operation is its 51% interest in Atlanta CBD Inc. Any adverse events or performance issues at Atlanta CBD Inc. would directly and significantly impact TCRG's financial health and operational viability. The company's expansion plans are contingent on acquiring additional assets, which have not yet been secured.
• Limited Operating History and Capital [medium — financial]: Established in December 2020, TCRG has a very limited operating history. Its ability to execute its growth strategy, including acquiring cultivation, processing, and distribution equipment, is dependent on securing funds through common stock and private placements, which carries inherent execution risk.
• Conflict of Interest [medium — legal]: Floretta Gogo and Xavier Carter manage both TCRG and Atlanta CBD Inc., holding significant ownership in both entities (49% of Atlanta CBD and approximately 18% each of TCRG common stock). While a conflict-of-interest agreement is in place, the dual management poses a potential risk for decisions that may not be in the best interest of all TCRG shareholders.
• Evolving CBD Regulations [medium — regulatory]: The legal status and regulation of CBD products, particularly those derived from hemp with a Delta-9 THC concentration limit of 0.3%, are subject to change. Changes in federal or state regulations could impact the marketability, legality, or profitability of products offered by Atlanta CBD Inc., and by extension, TCRG.
• Intense Competition [high — market]: The digital health and wellness market is highly competitive, with established major players like Nestlé S.A. and PepsiCo Inc. TCRG, as a new entrant with limited assets, faces significant challenges in gaining market share and competing against companies with substantial resources and brand recognition.

Industry Context

Cannaisseur Group Inc. operates within the rapidly expanding global digital health and wellness market, projected to grow from $349.39 billion in 2024 to $1663.33 billion by 2033 at an 18.93% CAGR. However, this sector is characterized by intense competition from established giants like Nestlé S.A. and PepsiCo Inc., posing a significant challenge for new entrants like TCRG.

Regulatory Implications

The company's reliance on CBD products means it is subject to evolving regulations concerning hemp-derived goods, particularly the 0.3% Delta-9 THC limit. Changes in these regulations at federal or state levels could materially impact the business operations and market access of its subsidiary, Atlanta CBD Inc.

What Investors Should Do

1. Monitor expansion strategy execution
2. Assess performance of Atlanta CBD Inc.
3. Evaluate conflict of interest management
4. Track regulatory changes in the CBD market

Key Dates

• 2020-12-01: Cannaisseur Group Inc. established — Marks the inception of the company, setting the stage for its future business activities.
• 2021-01-04: Acquisition of 51% interest in Atlanta CBD Inc. — This was TCRG's primary operational and asset acquisition, defining its initial business focus and revenue-generating potential.

Glossary

Atlanta CBD Inc.

A company in which Cannaisseur Group Inc. holds a 51% ownership interest, representing TCRG's sole current asset and operational focus. (Crucial as it is the only source of TCRG's current business operations and potential revenue.)

Delta-9 THC

A psychoactive compound found in cannabis. For hemp-derived products to be excluded from the Controlled Substances Act, their Delta-9 THC concentration must not exceed 0.3%. (Defines a key regulatory threshold for CBD products, impacting the legality and marketability of Atlanta CBD Inc.'s offerings.)

CAGR

Compound Annual Growth Rate, a measure of the average annual growth of an investment over a specified period of time longer than one year. (Used to project the significant growth expected in the digital health and wellness market, indicating potential market opportunity for TCRG.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text for this filing.

Key Financial Figures

• $0.14 — of June 30, 2025, based upon a price of $0.14 per share as determined by the Company'
• $0.0001 — arch 18, 2026: Common Stock, par value $0.0001 60,459,890 The Cannaisseur Group, Inc

Filing Documents

• tcrg10k123125.htm (10-K) — 900KB
• tcrgex31-1.htm (EX-31.1) — 14KB
• tcrgex31-2.htm (EX-31.2) — 14KB
• tcrgex32-1.htm (EX-32.1) — 10KB
• image_001.jpg (GRAPHIC) — 6KB
• 0001185185-26-001012.txt ( ) — 5081KB
• tcrg-20251231.xsd (EX-101.SCH) — 41KB
• tcrg-20251231_cal.xml (EX-101.CAL) — 33KB
• tcrg-20251231_def.xml (EX-101.DEF) — 223KB
• tcrg-20251231_lab.xml (EX-101.LAB) — 355KB
• tcrg-20251231_pre.xml (EX-101.PRE) — 248KB
• tcrg10k123125_htm.xml (XML) — 454KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 8 Item 1B. Unresolved Staff Comments 18 Item 1C. Cybersecurity 19 Item 2.

Properties

Properties 19 Item 3. Legal Proceedings 19 Item 4. Mine Safety Disclosures 19 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 Item 6. Reserved 20 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 20 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 24 Item 8. Financial F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 25 Item 9A. Controls and Procedures 25 Item 9B. Other Information 25 Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections 25 PART III Item 10. Directors, Executive Officers and Corporate Governance 26 Item 11. Executive Compensation 29 Item 12. Security 29 Item 13. Certain Relationships and Related Transactions, and Director Independence 30 Item 14. Principal Accountant Fees and Services 31 PART IV Item 15. Exhibit and Financial Statement Schedules 32 Item 16. Form 10-K Summary 32

Signatures

Signatures 33 Table of Contents PART I Item 1. Business Overview The Cannaisseur Group, Inc. (the "Company" or "TCRG") was established in December 2020. On January 4, 2021 the Company acquired a fifty-one percent (51%) interest in Atlanta CBD Inc. (d/b/a as Inno Medicinals) ("Atlanta CBD"). Atlanta CBD was formed to engage in hemp cultivation, extraction, manufacturing, distribution, and retail sales through CBD stores. The Company, however, has now transitioned into a health and wellness company, with the aim of promoting and selling health and wellness products, including CBD-related products. Currently, the Company's only assets and operations consist of the 51% interest it owns in Atlanta CBD, Inc. TCRG manages and operates Atlanta CBD's business on a day-to-day basis. The Company intends to work in conjunction with Atlanta CBD to grow the business operations. Atlanta CBD, at its inception, was a hemp products supplier and retailer. It sold its retail hemp products through the trade name, Inno Medicinals, located in Atlanta Georgia. Currently, Atlanta CBD, in order to better reflect the direction of TCRG, intends to sell health and wellness products, through its retail operations. The products offered for sale will also reflect the shift in strategy of TCRG. Corporate History TCRG is a Delaware corporation. It was formed to engage in the hemp business. In January 2021, it acquired a fifty-one percent (51%) interest in Atlanta CBD, a Georgia company that engaged in the hemp business. TCRG's 51% interest in Atlanta CBD is its only business operation at this time. However, TCRG's plan is to build on its current business by expanding into the health and wellness market. Potential assets for acquisition, include CBD cultivation, processing, and distribution equipment, and infrastructure from companies that grow and develop CBD and other health related products for the consumer market. These assets will be used to develop and grow TCRG's business and

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View this 10-K filing on SEC EDGAR