Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

	OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 000-56374

	PLANET 13 HOLDINGS INC.
	(Exact name of Registrant as Specified in its Charter)

Nevada		83-2787199
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2548 West Desert Inn Road, Suite 100 Las Vegas, Nevada		89109
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 815-1313

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated Filer	☐	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 9, 2024, there were 243,291,548 shares of common stock outstanding.

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Planet 13 Holdings Inc.

Quarterly Report on Form 10-Q

For Quarterly Period Ended March 31, 2024

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements.	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	32
Item 4.	Controls and Procedures.	32

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings.	34
Item 1A.	Risk Factors.	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	34
Item 3.	Defaults Upon Senior Securities.	34
Item 4.	Mine Safety Disclosures.	34
Item 5.	Other Information.	34
Item 6.	Exhibits.	35
SIGNATURES		36

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USE OF NAMES AND CURRENCY

In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms “we,” “us,” “our,” “Company,” or “Planet 13” refer to Planet 13 Holdings Inc. together with its wholly-owned subsidiaries.

Unless otherwise indicated, all references to “$,” “US$” or “USD” in this Quarterly Report on Form 10-Q refer to United States dollars, and all references to “C$,” “CAD$,” or “CAD” refer to Canadian dollars.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.235 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” As an emerging growth company, we may take advantage of specified reduced disclosure and other exemptions from requirements that are otherwise applicable to public companies that are not emerging growth companies. These provisions include:

	●	Reduced disclosure about our executive compensation arrangements;
	●	Exemptions from non-binding shareholder advisory votes on executive compensation or golden parachute; and
	●	Exemption from auditor attestation requirement in the assessment of our internal control over financial reporting.

We will remain an emerging growth company until the earliest of (i) the last day of the year in which we have total annual gross revenue of $1.235 billion or more; (ii) the last day of the year following the fifth anniversary of the first sale of the common equity securities pursuant to an effective registration under the Securities Act; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking information” and “forward-looking statements” within the meaning of applicable United States securities laws and Canadian securities laws. All information, other than statements of historical facts, included in this Quarterly Report on Form 10-Q that addresses activities, events or developments that we expect or anticipate will or may occur in the future is forward-looking information. Forward-looking information is often identified by the words “may,” “would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” or similar expressions and includes, among others, information regarding: the anticipated benefits of the acquisition of VidaCann, LLC, including the corporate, operational and financial benefits, our strategic plans and expansion and expectations regarding the growth of the California, Florida and Illinois cannabis markets; statements relating to the business and future activities of, and developments related to, us after the date of this Quarterly Report on Form 10-Q, including such things as future business strategy, competitive strengths, goals, expansion and growth of our business, operations and plans, new revenue streams, the completion by us of contemplated acquisitions of additional real estate, cultivation and licensing assets, the roll out of new dispensaries, the application for additional licenses and the grant of licenses or renewals of existing licenses that have been applied for, the expansion of existing cultivation and production facilities, the completion of cultivation and production facilities that are under construction, the construction of additional cultivation and production facilities, the expansion into additional U.S. markets, any potential future legalization of adult-use and/or medical cannabis under U.S. federal law; expectations of market size and growth in the United States and the states in which we operate or contemplate future operations; expectations for other economic, business, regulatory and/or competitive factors related to us or the cannabis industry generally; and other events or conditions that may occur in the future.

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Readers are cautioned that forward-looking information and statements are not based on historical facts but instead are based on reasonable assumptions and estimates of our management at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements. Such factors include, among others, our actual financial position and results of operations differing from management’s expectations; our business model; a lack of business diversification; increasing competition in the industry; public opinion and perception of the cannabis industry; expected significant costs and obligations; current reliance on limited jurisdictions; development of our business; access to capital; risks relating to the management of growth; risks inherent in an agricultural business; risks relating to energy costs; risks related to research and market development; risks related to breaches of security at our facilities; reliance on suppliers; risks relating to the concentrated voting control of the Company; risks related to our being a holding company; risks related to service providers withdrawing or suspending services under threat of prosecution; risks related to proprietary intellectual property and potential infringement by third parties; risks of litigation relating to intellectual property; negative clinical trial results; insurance related risks; risk of litigation generally; risks associated with cannabis products manufactured for human consumption, including potential product recalls; risks relating to being unable to attract and retain key personnel; risks relating to obtaining and retaining relevant licenses; risks relating to integration of acquired businesses; risks related to quantifying our target market; risks related to industry growth and consolidation; fraudulent activity by employees, contractors and consultants; cyber-security risks; conflicts of interest; risks related to reputational damage in certain circumstances; leased premises risks; risks related to the COVID-19 pandemic; U.S. regulatory landscape and enforcement related to cannabis, including political risks; heightened scrutiny by Canadian regulatory authorities; risks related to capital raising due to heightened regulatory scrutiny; risks related to tax liabilities; risks related to U.S. state and local law and regulations; risks related to access to banks and credit card payment processors; risks related to potential violation of laws by banks and other financial institutions; ability and constraints on marketing products; risks related to lack of U.S. federal trademark and patent protection; risks related to the enforceability of contracts; the limited market for our securities; difficulty for U.S. holders of our common stock to resell over the Canadian Securities Exchange; price volatility of our common stock; uncertainty regarding legal and regulatory status and changes; risks related to legislation and cannabis regulation in the states in which we operate or contemplate future operations; future sales by shareholders; no guarantee regarding use of available funds; currency fluctuations; risks related to entry into the U.S; and other factors beyond our control, as more particularly described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent reports.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Although we have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information and statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on forward-looking information and statements. The forward-looking information and statements contained herein are presented for the purposes of assisting readers in understanding our expected financial and operating performance and our plans and objectives and may not be appropriate for other purposes.

The forward-looking information and statements contained in this Quarterly Report on Form 10-Q represent our views and expectations as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update such forward-looking information and statements at a future time, we have no current intention of doing so except to the extent required by applicable law.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

PLANET 13 HOLDINGS INC.

Interim Condensed Consolidated Balance Sheets

(Unaudited, In United States Dollars)

	*March 31,*			December 31,
	*2024*			2023
ASSETS
Current Assets:
Cash	$	20,771,317		$	11,831,008
Restricted Cash		2,050,584			5,450,584
Accounts Receivable		1,035,465			1,195,927
Inventory		16,998,825			15,760,648
Assets held for sale		9,000,000			9,000,000
Prepaid Expenses and Other Current Assets		2,893,277			4,072,820
Total Current Assets		52,749,468			47,310,987

Property and Equipment		67,342,325			67,551,697
Intangible Assets		15,253,797			15,253,797
Right of Use Assets - Operating		20,516,518			20,054,369
Long-term Deposits and Other Assets		800,757			869,853
Deferred Tax Asset		725,196			706,038

TOTAL ASSETS	$	157,388,061		$	151,746,741

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current:
Accounts Payable	$	1,953,157		$	2,850,922
Accrued Expenses		5,187,413			6,097,641
Income Taxes Payable		7,499,412			4,782,538
Notes Payable - Current Portion		884,000			884,000
Operating Lease Liabilities		779,389			674,594
Total Current Liabilities		16,303,371			15,289,695

Long-Term Liabilities:
Operating Lease Liabilities		25,801,491			25,271,706
Other Long-term Liabilities		33,000			33,000
Deferred Tax Liability		3,510,826			3,511,559
Total Liabilities		45,648,688			44,105,960

SHAREHOLDERS' EQUITY
Common Stock, no par value, 1,500,000,000 shares authorized, 243,291,548 issued and outstanding at March 31, 2024 and 223,317,270 at December 31, 2023		-			-
Preferred Stock, no par value, 50,000,000 shares authorized, 0 issued and outstanding at March 31, 2024 and 0 at December 31, 2023		-			-
Additional Paid-In Capital		325,923,704			315,951,343
Deficit		(214,184,331	)		(208,310,562	)
Total Shareholders' Equity		111,739,373			107,640,781

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	157,388,061		$	151,746,741

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

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PLANET 13 HOLDINGS INC.

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited, in United States Dollars, except Share Amounts)

	*Three Months Ended*
	*March 31,*			March 31,
	*2024*			2023

Revenues, net of discounts	$	22,877,471		$	24,915,396
Cost of Goods Sold		(12,392,992	)		(14,032,585	)
Gross Profit		10,484,479			10,882,811

Expenses:
General and Administrative		10,024,787			10,955,007
Sales and Marketing		1,290,737			1,335,740
Lease Expense		774,946			784,636
Depreciation		2,059,023			2,235,464
Total Expenses		14,149,493			15,310,847

Loss From Operations		(3,665,014	)		(4,428,036	)

Other Income (Expense):
Interest income, net		24,562			116,351
Foreign exchange gain (loss)		(3,097	)		1,887
Change in fair value of warrant liability		-			18,127
Provision for misappropriated funds		-			(2,000,000	)
Other Income, net		113,749			144,609
Total Other Income		135,214			(1,719,026	)

Loss Before Provision for Income Taxes		(3,529,800	)		(6,147,062	)

Provision For Income Taxes
Current Tax Expense		(2,363,860	)		(2,265,088	)
Deferred Tax Recovery		19,891			(67,999	)
		(2,343,969	)		(2,333,087	)

Net Loss and Comprehensive Loss	$	(5,873,769	)	$	(8,480,149	)

Loss per Share
Basic and diluted loss per share	$	(0.03	)	$	(0.04	)

Weighted Average Number of Shares of Common Stock
Basic and diluted		228,437,545			221,084,457

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

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PLANET 13 HOLDINGS INC.

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited, in United States Dollars, except Share Amounts)

	*Number of*
	*Shares of Common Stock*		*Warrants*		*Additional Paid-in Capital*			*Accumulated Deficit*			*Total Shareholders' Equity*

Balance, December 31, 2022		220,470,061		295,838	$	312,023,359		$	(134,701,804	)	$	177,321,555

Share based Compensation - RSUs		-		-		720,991			-			720,991
Shares Issued on Exercise of Purchase Option		1,063,377		-		946,406			-			946,406
Net Loss for the Period		-		-		-			(8,480,149	)		(8,480,149	)

Balance, March 31, 2023		221,533,438		295,838	$	313,690,756		$	(143,181,953	)	$	170,508,803

Balance, December 31, 2023		223,317,270		-	$	315,951,343		$	(208,310,562	)	$	107,640,781

Share based Compensation - RSUs		-		-		104,338			-			104,338
Share based Compensation - RSUs - Taxes Paid in Lieu of Share Issuance		-		-		(45,833	)		-			(45,833	)
Shares Issued on Settlement of RSUs		1,224,278		-		-			-			-
Proceeds from public offering		18,750,000		18,750,000		11,250,000			-			11,250,000
Share issuance costs		-		-		(1,336,144	)		-			(1,336,144	)
Net Loss for the Period		-		-		-			(5,873,769	)		(5,873,769	)

Balance, March 31, 2024		243,291,548		18,750,000	$	325,923,704		$	(214,184,331	)	$	111,739,373

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

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PLANET 13 HOLDINGS INC.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited, In United States Dollars)

	*Three Months Ended*
	*March 31,*			March 31,
	*2024*			2023
CASH USED IN OPERATING ACTIVITIES
Net loss	$	(5,873,769	)	$	(8,480,149	)
Adjustments for items not involving cash:
Shared based compensation		104,338			720,991
Non-cash lease expense		235,980			1,279,369
Depreciation		3,017,720			3,259,999
Change in fair value of warrant liability		-			(18,127	)
Loss on disposal of fixed assets		66,178			-
Lease incentive amortization		27,277			(26,115	)
		(2,422,276	)		(3,264,032	)

Net Changes in Non-cash Working Capital Items		1,082,151			(3,099,853	)
Repayment of lease liabilities		(90,826	)		(982,255	)
Total Operating		(1,430,951	)		(7,346,140	)

FINANCING ACTIVITIES
Proceeds from public share issuance		9,913,856			-
Total Financing		9,913,856			-

INVESTING ACTIVITIES
Purchase of property and equipment		(2,947,190	)		(3,653,373	)
Proceeds from sales of fixed assets		4,594			-
Purchase of 51% interest in Planet 13 Illinois		-			(866,250	)
Total Investing		(2,942,596	)		(4,519,623	)

NET CHANGE IN CASH DURING THE PERIOD		5,540,309			(11,865,763	)

CASH
Beginning of Period		17,281,592			38,789,604

End of Period	$	22,821,901		$	26,923,841

Supplemental cash flow information (Note 14)

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

1. Nature of Operations

Planet 13 Holdings Inc. (“P13” or the “Company”) was incorporated under the Canada Business Corporations Act on April 26, 2002 and continued under the British Columbia Business Corporations Act on September 24, 2019, and on September 15, 2023 completed its Domestication to Nevada.

The Company is a vertically integrated cultivator and provider of cannabis and cannabis-infused products that is licensed under the laws of the States of Nevada, California, Illinois and Florida. We are licensed in these jurisdictions as follows: six Nevada cultivation licenses (three medical and three adult-use), six Nevada production licenses (three medical and three adult-use), three Nevada dispensary licenses (one medical and two adult-use), one Nevada distribution license, one California medical and adult-use dispensary license, one California adult-use cultivation license, one California adult-use manufacturer license, two California distribution licenses, one California event organizer license, one Florida Medical Marijuana Treatment Center license (unlimited medical dispensaries, cultivation and processing), and one Illinois adult-use dispensary license.

P13 is a public company which is listed on the Canadian Securities Exchange (“CSE”) under the symbol PLTH and on the OTCQX exchange under the symbol “PLNH”.

The Company’s registered and head office address is 2548 W. Desert Inn Road, Suite 100, Las Vegas, NV 89109.

While cannabis and CBD-infused products are legal under the laws of several U.S. states (with varying restrictions applicable), the United States Federal Controlled Substances Act classifies all “marijuana” as a Schedule I drug, whether for medical or recreational use. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of safety for use under medical supervision.

The federal government currently is prohibited from prosecuting businesses that operate in compliance with applicable state and local medical cannabis laws and regulations; however, this does not protect adult use cannabis. In addition, if the federal government changes this position, it would be financially detrimental to the Company.

2. Basis of Presentation

These unaudited condensed consolidated interim financial statements reflect the accounts of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for all periods presented. Certain information and footnote disclosures normally included in the audited annual consolidated financial statements prepared in accordance with GAAP have been omitted or condensed. The information included in these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. These unaudited interim condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments), which, in the opinion of management, are necessary for the fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

These unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

Failure to arrange adequate financing on acceptable terms and/or achieve profitability may have an adverse effect on the financial position, results of operations, cash flows and prospects of the Company. These unaudited interim condensed consolidated financial statements do not give effect to adjustments to assets or liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

These unaudited condensed consolidated interim financial statements were authorized for issuance by the Board of Directors of the Company on May 9, 2024.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

i)	Basis of consolidation

These accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. All intercompany accounts and transactions have been eliminated upon consolidation. The unaudited condensed consolidated interim financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.

These unaudited condensed consolidated interim financial statements include the accounts of the Company and the following entities which are subsidiaries of the Company:

Subsidiaries as at March 31, 2024	*Jurisdiction of Incorporation*	*Ownership Interest 2024*	*Ownership Interest 2023*	*Nature of Business*

MM Development Company, Inc. ("MMDC")	Nevada, USA	100%	100%	Nevada license holding company; vertically integrated cannabis operations
BLC Management Company LLC	Nevada, USA	100%	100%	Management/holding company
LBC CBD LLC ("LBC")	Nevada, USA	100%	100%	CBD retail sales and marketing
Newtonian Principles Inc.	California, USA	100%	100%	California license holding company; cannabis retail sales
Crossgate Capital U.S. Holdings Corp.	Nevada, USA	100%	100%	Holding company
Next Green Wave, LLC	California, USA	100%	100%	California license holding company; cannabis cultivation and processing
Planet 13 Illinois, LLC	Illinois, USA	100%	100%	Illinois license holding company
BLC NV Food, LLC	Nevada, USA	100%	100%	Holding company for By The Slice LLC
By The Slice, LLC	Nevada, USA	100%	100%	Subsidiary of BLC NV Food, LLC; restaurant and retail operations
Planet 13 Chicago, LLC	Illinois, USA	100%	100%	Holding company
Planet 13 Florida, Inc.	Florida, USA	100%	100%	Florida license holding company
Planet 13 Real Prop, LLC	Florida, USA	100%	100%	Holding company
Planet 13 Lifestyles LLC	Nevada, USA	100%	0%	Retail sales of apparel and accessories
Club One Three, LLC	Nevada, USA	100%	100%	Inactive

ii)	Functional currency

These unaudited condensed consolidated interim financial statements are presented in U.S. Dollars (“USD”), which is the Company’s and its subsidiaries’ functional currency.

Foreign currency transactions are remeasured to the respective financial currencies of the Company’s entities at the exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are measured to functional currency at the foreign exchange rate applicable at the statement of balance sheets date. Non-monetary items are carried at historical rates. Non-monetary items carried at face value denominated in foreign currencies are remeasured to the functional currency at the date when the fair value was determined. Realized and unrealized foreign exchange gains and losses are recognized through profit or loss.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

iii)	Emerging growth company

The Company is an “Emerging Growth Company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it has taken advantage of certain exemptions that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not has a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial reporting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

3. Inventory

Finished goods inventory consists of dried cannabis, concentrates, edibles, and other products that are complete and available for sale (both internally generated inventory and third-party products purchased in the wholesale market). Work in process inventory consists of cannabis after harvest, in the processing stage. Packaging and miscellaneous consist of consumables for use in the transformation of biological assets and other inventory used in the production of finished goods, non-cannabis merchandise and food and beverage items. The Company’s inventory is comprised of:

	*March 31,*		December 31,
	*2024*		2023

Raw materials	$	6,005,882	$	5,810,800
Packaging and miscellaneous		2,369,061		1,758,152
Work in progress		3,539,018		3,375,296
Finished goods		5,084,864		4,816,400
	$	16,998,825	$	15,760,648

Cost of Inventory is recognized as an expense when sold and included in the cost of goods sold. During the three months ended March 31, 2024, the Company recognized $12,392,992 (2023 - $14,032,585) of inventory expensed to cost of goods sold.

4. Prepaid Expenses and Other Current Assets

	*March 31,*		December 31,
	*2024*		2023

Security deposits	$	470,256	$	306,561
Advertising and Marketing		42,920		27,222
Prepaid rent		397,299		410,313
Insurance		628,380		779,638
License fees		124,087		126,923
Miscellaneous		1,230,335		2,422,163
	$	2,893,277	$	4,072,820

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

5. Property and Equipment

	*Land and*							*Leasehold*		*Construction*
	*Improvements*		*Buildings*		*Equipment*			*Improvements*		*in Progress*			*Total*
Gross carrying amount

At December 31, 2023	$	6,691,107	$	17,639,365	$	13,843,385		$	64,551,017	$	5,583,614		$	108,308,488
Additions		-		830,168		345,749			-		1,703,203			2,879,120
Disposals		-		-		(19,445	)		-		(62,960	)		(82,405	)
At March 31, 2024	$	6,691,107	$	18,469,533	$	14,169,689		$	64,551,017	$	7,223,857		$	111,105,203

Depreciation

At December 31, 2023	$	262,259	$	914,436	$	8,803,434		$	30,776,662	$	-		$	40,756,791
Additions		5,546		189,400		602,230			2,220,544		-			3,017,720
Disposals		-		-		(11,633	)		-		-			(11,633	)
At March 31, 2024	$	267,805	$	1,103,836	$	9,394,031		$	32,997,206	$	-		$	43,762,878

Carrying amount

At December 31, 2023	$	6,428,848	$	16,724,929	$	5,039,951		$	33,774,355	$	5,583,614		$	67,551,697
At March 31, 2024	$	6,423,302	$	17,365,697	$	4,775,658		$	31,553,811	$	7,223,857		$	67,342,325

As at March 31, 2024, costs related to the construction of facilities were capitalized as construction in progress and not depreciated. Once construction is completed, the construction in progress balance is moved to the appropriate fixed asset account and depreciation commences.

For the three months ended March 31, 2024, depreciation expense was $3,017,720 (2023 - $3,259,999) of which $958,697 (2023 - $1,024,535) was included in cost of goods sold and inventory.

During the three months ended March 31, 2024, no amounts were transferred from Construction in Progress to the other fixed accounts.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

6. Intangible Assets

	*Retail Dispensary Santa Ana*		*Retail Dispensary Clark County*		*Cultivation and Production Clark County*		*Cultivation Coalinga CA*		*Retail Dispensary Waukegan IL*		*Other*		*Total*
Gross carrying amount

Balance, December 31, 2023	$	6,151,343	$	690,000	$	709,798	$	5,860,000	$	1,812,656	$	30,000	$	15,253,797
Additions		-		-		-		-		-		-		-
Balance at March 31, 2024	$	6,151,343	$	690,000	$	709,798	$	5,860,000	$	1,812,656	$	30,000	$	15,253,797

Acquisition of 51% Interest in Planet 13 Illinois

On February 7, 2023, the Company purchased the remaining 51% ownership interest in Planet 13 Illinois from a third party pursuant to an option purchase agreement that was entered into between such third party and the Company on August 4, 2022. The aggregate purchase price for the interest was $1,812,656 and consisted of $866,250 in cash consideration $946,406 in share consideration. The share consideration was comprised of 1,063,377 common shares of the Company at a fair value of C$1.18 (USD $0.89) per common share, which were issued on February 7, 2023.

Florida License

On January 22, 2024, the Company entered into a definitive agreement to sell its Planet 13 Florida, Inc. entity for $9,000,000 which, at the time of sale will hold no assets other than a Florida medical marijuana treatment center (“MMTC”) license. The value of the Florida license at December 31, 2023 was less than the carrying amount of the license. Consequently, the Company recorded an impairment charge of $46,846,866 against the carrying value of its Florida MMTC license. The impairment loss is reflected in the statement of operations and comprehensive loss under the caption “Impairment Loss.” During the fourth quarter of 2023, the Company committed to a plan to sell its Florida license. Accordingly, the license held by the Company's Florida subsidiary was presented as an asset held for sale on the consolidated balance sheet as of December 31, 2023.

VidaCann Membership Interest Purchase Agreement

On August 28, 2023, we entered into a Membership Interest Purchase Agreement (“Purchase Agreement”) with VidaCann, LLC (“VidaCann”), Loop’s Dispensaries, LLC (“Dispensaries”), Ray of Hope 4 Florida, LLC (“Ray of Hope”) and Loops Nursery & Greenhouses, Inc. (“Nursery” and together with Dispensaries and Ray of Hope, the “Sellers”), David Loop (“Loop”) and Mark Ascik (together with Loop, the “Indemnifying Members”) and Loop, solely in his capacity as Seller Representative, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will acquire from the Sellers all of the membership interests in VidaCann (the “Transaction”). The Transaction is expected to close in May, 2024.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

Pursuant to the Purchase Agreement, the Company will acquire VidaCann from the Sellers for agreed consideration at closing of the Transaction (the “Closing”) equal to the sum of: (i) 78,461,538 shares of common stock of the Company (the “Base Share Consideration”), of which 1,307,698 shares will be issued to VidaCann’s industry advisor (the “VC Advisor”); (ii) a cash payment of US$4,000,000 (the “Closing Cash Payment”); and (iii) promissory notes to be issued by the Company to the Sellers in the aggregate principal amount of US$5,000,000, with each of the above components subject to adjustments as set out in the Purchase Agreement. Based on the closing price of the Company’s common shares of (CAD$0.69) US$0.5071 as of August 25, 2023 on the Canadian Securities Exchange (the “CSE”) (based on the Bank of Canada CAD to USD exchange rate on August 25, 2023 of CAD$1.00=US$1.3606), the total consideration was valued at approximately US$48.9 million at that time. The Purchase Agreement contemplates that VidaCann will continue to have US$3,000,000 of bank indebtedness and US$1,500,000 or less of related party notes to former VidaCann owners at the Closing.

The Purchase Agreement contains customary representations, warranties and covenants. The Sellers and VidaCann have agreed to use commercially reasonable efforts to operate their business in the ordinary course consistent with past practice prior to the Closing and to refrain from taking certain actions without the Company’s consent. The parties have each agreed to use their respective reasonable best efforts to consummate the Transaction, including to obtain required regulatory approvals and certain consents.

The Sellers, Indemnifying Members and the Company 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. The Indemnifying Members’ indemnification obligations are subject to certain customary limitations and deductibles.

The Transaction is subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, including, among others, (i) the sale of the Company’s MMTC license in Florida to a third party, including any regulatory approvals required to effectuate the sale; (ii) the receipt of all regulatory consents from governmental authorities related to the operation of a cannabis business and consents required by the CSE; (iii) the receipt of certain third-party contractual consents and entry into certain other contractual arrangements; (iv) the entry into a non-compete agreement between the Company and each of the Indemnifying Members and Bobby Loehr; (v) the absence of any law or governmental order prohibiting the consummation of the Transaction; (vi) the accuracy of the parties respective representations and warranties; and (vii) the performance by the parties of their respective obligations under the Purchase Agreement.

The Sellers will be granted the right on closing to nominate one additional (fifth), director to the board of directors of the Company (the “Board”).

The Board has received a fairness opinion from Evans & Evans, Inc. (“Evans & Evans”) to the effect that, in its opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be paid by the Company is fair, from a financial point of view, to the Company’s shareholders. The fee paid to Evans & Evans in connection with the delivery of its fairness opinion is not contingent on the successful implementation of the Transaction.

Post-transaction, and based on the number of outstanding shares as of August 28, 2023, the former equity holders of VidaCann, along with the VC Advisor, are expected to have approximately 25.2 % pro forma ownership in the Company on a fully diluted basis, before factoring in any adjustments to the Base Share Consideration. Each Seller and each equityholder of a Seller that holds over 5% in direct or indirect interest in VidaCann and receives Base Share Consideration will be subject to a lock-up agreement restricting trading of the shares received, with the release of one-third of shares from such restrictions six months following Closing and each subsequent six months thereafter.

7. Leases

The Company’s lease agreements are for cultivation, manufacturing, retail office premises and for vehicles. The property lease terms range between 5 years and 21 years depending on the facility and are subject to an average of 2 renewal periods of equal length as the original lease. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities, or insurance and maintenance. Rent expense for leases with escalation clauses is accounted for on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

The following table provides the components of lease costs recognized in the unaudited interim condensed consolidated statement of operations and comprehensive loss for the three-month periods ended March 31, 2024 and 2023:

	*Three Months Ended*
	*March 31,*		March 31,
	*2024*		2023

Operating lease costs	$	1,264,185	$	1,244,641
Short term lease expense		12,550		4,596
Total lease costs	$	1,276,735	$	1,249,237

Other information related to operating and finance leases as of and for the three months ended March 31, 2024 and 2023 are as follows:

March 31, 2024

March 31, 2023

Finance

Operating

Finance

Operating

Lease

Lease

Weighted average discount rate

15.00

15.00

Weighted average remaining lease term

11.26

13.02

The maturity of the contractual undiscounted lease liabilities as of March 31, 2024 and December 31, 2023 are:

	*2024*			2023
	*Operating*			Operating
	*Lease*			Lease

2024	$	3,309,076		$	4,226,472
2025		4,486,721			4,318,603
2026		4,496,777			4,323,725
2027		4,592,372			4,414,249
2028		4,769,066			4,585,323
2029		4,942,234			4,753,273
2030		4,391,369			-
Thereafter		42,044,848			46,355,092

Total undiscounted lease liabilities		73,032,463			72,976,737
Interest on lease liabilities		(46,451,583	)		(47,030,437	)
Total present value of minimum lease payments		26,580,880			25,946,300
Lease liability - current portion		(779,389	)		(674,594	)
Lease liability	$	25,801,491		$	25,271,706

Principally all leases relate to real estate.

For the three months ended March 31, 2024, the Company incurred $1,264,185 of operating lease costs (2023 - $1,244,641), of which $489,239 (2023 - $460,005) was allocated to cost of goods sold and inventory.

See Note 14 for additional supplemental cash flow information related to leases.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

8. Notes Payable

	*March 31,*			December 31,
	*2024*			2023

Promissory note dated November 4, 2015, with semi-annual interest at 5.0%, secured by deed of trust, due December 1, 2019		884,000			884,000

	$	884,000		$	884,000
Less current portion		(884,000	)		(884,000	)
	$	-		$	-

Stated maturities of debt obligations are as follow:

Next 12 months Promissory Note				$	884,000

9. Share Capital

The Company is authorized to issue 1,500,000,000 shares of common stock and 50,000,000 shares of preferred stock.

		*Number of Shares of Common Stock*

		*March 31,*		December 31,
		*2024*		2023
Common Stock
Balance at January 1			223,317,270		220,470,061
Shares issued on settlement of RSUs	i.		1,224,278		783,832
Shares issued on exercise of purchase option (Note 6)	ii.		-		1,063,377
Shares issued on legal settlement	iii.		-		1,000,000
Shares issued on public offering	iv.		18,750,000		-

*Total shares of common stock outstanding*			243,291,548		223,317,270

i. Shares issued for Restricted Share Units

During the three months ended March 31, 2024, 485,185 RSUs were awarded under the 2023 Equity incentive plan. 185,185 of these RSUs vested (of which 83,333 RSUs were surrendered in exchange for tax withholding payments), 1,224,278 of vested RSUs were settled and no RSUs were cancelled. The Company did not receive any cash proceeds on the settlement of the RSUs.

During the year ended December 31, 2023, the Company issued 783,832 common shares on the settlement of RSUs that had vested during the period. The Company did not receive any cash proceeds on the settlement.

ii. Shares issued on exercise of purchase option

On February 7, 2023 The Company acquired the 51% ownership interest in Planet 13 Illinois LLC pursuant to an option agreement in exchange for cash consideration and the issuance of 1,063,377 shares of common stock of The Company (See Note 6).

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

iii. Shares issued in legal settlement

On November 14, 2024, pursuant to a settlement agreement, we issued 1,000,000 shares of common stock and paid $300,000 in consideration for settlement of claims advanced by the SDC parties against Next Green Wave Holdings, Inc. As a result of our acquisition of Next Green Wave Holdings Inc. on March 2, 2022, we assumed all the liabilities of Next Green Wave Holdings. The value of the shares at time of settlement were CAD$1.00 with an exchange rate of 0.7287 CAD to USD for a total value of $728,700.

iv. Shares issued on public offering

On March 7, 2024, the Company issued and sold 18,750,000 units of the Company (the “Units”) at a public offering price of $0.60 per Unit. Each Unit consisted of one share (each, a “Share”) of common stock, no par value, of the Company (“Common Stock”) and one warrant. Each warrant (a “Warrant”) entitles the holder to purchase one share of Common Stock for a period of 5 years following the closing date of the Offering at an exercise price of US$0.77, subject to adjustments in certain events. Total gross proceeds to the Company were approximately US$11.3 million.

10. Warrants

The following table summarizes the fair value of the warrant liability at March 31, 2024 and December 31, 2023.

	*March 31,*		December 31,
	*2024*		2023

Balance - beginning of period	$	-	$	18,127
Expirations		-		(18,127	)
Foreign exchange		-		-
Change in fair value		-		-
Balance - end of period	$	-	$	-

The warrant liability is adjusted to fair value on the date the warrants are exercised and at the end of each reporting period. The amount that is reclassified to equity on the date of exercise is the fair value at that date.

The following table summarizes the number of warrants outstanding at March 31, 2024 and December 31, 2023. The 18,750,000 warrants issued on March 7, 2024 have an expiry date of March 7, 2029.

	*March 31, 2024*		*Weighted Average Exercise Price - USD*		*December 31, 2023*			*Weighted Average Exercise Price - CAD*

Balance - beginning of period		-	$	-		5,206,463		$	8.88
Exercised		-	$	-		-		$	-
Issued		18,750,000	$	0.77		-		$	-
Expired		-	$	-		(5,206,463	)	$	8.88
Balance - end of period		18,750,000	$	0.77		-		$	-

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

11. Share Based Compensation

At the 2023 Annual General and Special Meeting, the shareholders of Planet 13 BC voted to approve and adopt the Planet 13 Holdings Inc. 2023 Equity Incentive Plan (the “2023 Equity Plan”), which was contingent upon the completion of the Domestication, and became effective on September 15, 2023. As of September 15, 2023, the Company may not grant any new awards under the Planet 13 Holdings Inc. 2018 Stock Option Plan and Planet 13 Holdings Inc. 2018 Share Unit Plan (collectively, the “Prior Plans”), and the Prior Plans will continue to govern awards previously granted under them.

A total of 22,000,000 shares of Common Stock are available for grants under the 2023 Equity Plan and all other security based compensation arrangements of the Company, including the Prior Plans (the “Total Share Reserve”). Any outstanding awards under the Prior Plans on September 15, 2023 count towards the Total Share Reserve. As of September 15, 2023, 1,926,861 awards issued under the Prior Plans remained outstanding and, as of March 31, 2024, a maximum number of 19,587,954 shares of Common Stock are available for issuance under the 2023 Equity Plan, subject to adjustment pursuant to the terms of the 2023 Equity Plan.

(a) Stock Options

During the three months ended March 31, 2024 and the year ended December 31, 2023

No incentive stock options were granted during the three months ended March 31, 2024 or the year ended December 31, 2023.

The following table summarizes information about stock options outstanding at March 31, 2024:

	*Exercise price*		*March 31, 2024*		*March 31, 2024*		*December 31, 2023*		*December 31, 2023*
Expiry Date		*CAD$*	*Outstanding*		*Exercisable*		*Outstanding*		*Exercisable*

November 21, 2024	$	1.31		185,203		185,203		185,203		185,203
February 27, 2025	$	1.31		51,525		51,525		51,525		51,525
December 15, 2025	$	3.06		269,075		269,075		269,075		269,075
September 30, 2026	$	4.37		97,322		97,322		97,322		97,322
				603,125		603,125		603,125		603,125

The following table reflects the continuity of stock options for the period presented:

	*March 31, 2024*		*Weighted Average Exercise Price - CAD*		December 31, 2023			Weighted Average Exercise Price - CAD

Balance - beginning of period		603,125	$	2.58		792,518		$	2.34
Expired		-		-		(189,393	)		2.46
Balance - end of period		603,125	$	2.58		603,125		$	2.58

Share based compensation expense attributable to employee options was $0 and $0 for the three months ended March 31, 2024 and 2023, respectively.

The total intrinsic value of stock options exercised, outstanding and exercisable as of March 31, 2024 and December 31, 2023 was $0, $0 and $0, respectively.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

(b) Restricted Share Units

The Company had established the 2018 Share Unit Plan (the “RSU Plan”) for employees, management, directors, and consultants of the Company, as designated and administered by a committee of the Company’s Board of Directors. Under the RSU Plan, the Company could grant RSUs and/or options for up to 10% of the issued and outstanding common shares of the Company. The maximum term of an RSU grant is five years and the related vesting period runs from immediate to the life of the grant.

The following table summarizes the RSUs that are outstanding as at March 31, 2024 and December 31, 2023:

	*March 31,*			December 31,
	*2024*			2023

Balance - beginning of period		1,122,429			2,464,928
Issued		485,185			-
Exercised		(1,224,278	)		(783,832	)
Surrendered for taxes		(83,333	)		(477,506	)
Forfeited		-			(81,161	)
Rounding adjustment		(3	)		-
Balance - end of period		300,000			1,122,429

The Company recognized $104,338 in share-based compensation expense attributable to the RSU vesting schedule for the three months ended March 31, 2024 ($720,991 for the three months ended March 31, 2023).

During the three months ended March 31, 2024

485,185 RSU's were granted, and 185,185 RSUs vested and were exercised, of which 83,333 were surrendered in exchange for payment of tax withholdings. The Company did not receive any cash proceeds from the settlement of the RSUs.

During the three months ended March 31, 2023

No RSUs were granted, exercised or vested.

12. Loss Per Share

	*Three Months Ended*
	*March 31,*			March 31,
	*2024*			2023

Loss available to common shareholders	$	(5,873,769	)	$	(8,480,149	)

Weighted average number of shares outstanding, basic and diluted		228,437,545			221,084,457

Basic and diluted loss per share	$	(0.03	)	$	(0.04	)

19,653,125 and 3,257,446 potentially dilutive securities for the three months ended March 31, 2024 and 2023, respectively, were excluded in the calculation of diluted EPS as their impact would have been anti-dilutive due to the net losses for such periods.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

13. General and Administrative

	*Three Months Ended*
	*March 31,*		March 31,
	*2024*		2023

Salaries and wages	$	3,665,242	$	3,670,072
Share based compensation		104,338		720,991
Executive compensation		632,362		731,177
Licenses and permits		561,616		641,602
Payroll taxes and benefits		973,275		872,173
Supplies and office expenses		240,820		319,086
Subcontractors		117,219		506,787
Professional fees (legal, audit and other)		2,171,039		2,211,799
Miscellaneous general and administrative expenses		1,558,876		1,281,320
	$	10,024,787	$	10,955,007

14. Supplemental Cash Flow Information

	*Three Months Ended*
	*March 31,*			March 31,
Change in Working Capital	*2024*			2023

Accounts Receivable	$	160,462		$	100,354
Inventory		(1,238,177	)		(1,295,309	)
Prepaid Expenses and Other Assets		1,179,543			784,157
Long-term Deposits and Other Assets		69,096			-
Deferred Tax Assets		(19,158	)		70,169
Deferred Tax Liabilities		(733	)		(2,170	)
Accounts Payable		(829,695	)		(519,789	)
Accrued Expenses		(956,061	)		(1,534,764	)
Income Taxes Payable		2,716,874			(702,501	)
	$	1,082,151		$	(3,099,853	)

Cash Paid

Interest Paid on Leases	$	989,887		$	3,720,587
Income Taxes	$	-		$	2,965,000

Non-cash Financing and Investing Activities

Shares Issued on Exercise of Purchase Option	$	-		$	964,406
Lease additions	$	725,406		$	954,496
Fixed Asset Amounts in Accounts Payable	$	16,089		$	26,225
Reclassification of long term lease liabilities to current	$	104,795		$	32,318

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

15. Related Party Transactions and Balances

Related party transactions are summarized as follows:

For the three-month period ended March 31, 2024, no amounts other than compensation were paid to related parties ( March 31, 2023 - $nil).

For the three-month period ended March 31, 2024, no amounts were due to related parties ( December 31, 2023 - $nil).

16. Commitments and Contingencies

(a) Construction Commitments

The Company had $2,157,092 of outstanding construction commitments as of March 31, 2024 ( December 31, 2023 - $3,140,447).

(b) Contingencies

The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company is in compliance with applicable local and state regulations at March 31, 2024, medical and adult use cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties, or restrictions in the future.

(c) Claims and Litigation

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At March 31, 2024, and December 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

(d) Operating Licenses

Although the possession, cultivation, and distribution of marijuana for medical and adult use is permitted in Nevada and California, and for medical use these activities are permitted in Florida, marijuana is a Schedule I controlled substance and its use remains a violation of federal law. Since federal law criminalizing the use of marijuana pre-empts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in the Company’s inability to proceed with our business plans. In addition, the Company’s assets, including real property, cash, equipment, and other goods, could be subject to asset forfeiture because marijuana is still federally illegal.

17. Risks

Credit risk

Credit risk is the risk that a third party might fail to discharge its obligations under the terms of a financial instrument. Credit risk arises from cash with banks and financial institutions. It is management’s opinion that the Company is not exposed to significant credit risk arising from these financial instruments. The Company limits credit risk by entering into business arrangements with high credit-quality counterparties.

The Company evaluates the collectability of its accounts receivable and maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in the existing accounts receivable portfolio as of the reporting dates based on the estimate of expected net credit losses.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company currently does not carry variable interest-bearing debt. It is management’s opinion that the Company is not exposed to significant interest rate risk.

Price risk

Price risk is the risk that the trading price of the Company’s shares will fluctuate and result in an increase or decrease in the fair value of the warrant liability. The Company is not exposed to significant price risk.

Liquidity risk

The Company’s approach to managing risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of March 31, 2024, the Company’s financial liabilities consist of accounts payable, accrued liabilities, obligations under operating leases and taxes. The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis. Historically, the Company’s main source of funding has been the public issuance of common equity. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity financing.

Concentration risk

The Company operates exclusively in Southern Nevada and Southern California. Should economic conditions deteriorate within that region, its results of operations and financial position would be negatively impacted.

Banking risk

Notwithstanding that a majority of states have legalized medical marijuana, there has been no change in US federal banking laws related to the deposit and holding of funds derived from activities related to the cannabis industry. Given that US federal law provides that the production and possession of cannabis is illegal, there is a strong argument that banks cannot accept or deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty accessing the US banking system and traditional financing sources. The inability to open bank accounts with certain institutions may make it difficult to operate the business of the Company and leave the Company’s cash holdings vulnerable.

Asset forfeiture risk

Because the cannabis industry remains illegal under US federal law, any property owned by participants in the cannabis industry which are either used in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property was never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which with minimal due process, it could be subject to forfeiture.

Currency rate risk

As at March 31, 2024, a portion of the Company’s financial assets and liabilities held in Canadian dollars consist of cash of $nil ( December 31, 2023 - $65,202). The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in the functional currency. The Company is exposed to currency rate risk in other comprehensive income, relating to foreign subsidiaries which operate in a foreign currency. The Company does not currently use foreign exchange contracts to hedge its exposure of its foreign currency cash flows as management has determined that this risk is not significant at this point in time.

The Company’s exposure to a 10% change in the foreign exchange rate at March 31, 2024 is $nil.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

18. Disaggregated Revenue

The following table presents the Company’s disaggregated revenue by sales channel:

	*Three Months Ended*
	*March 31,*		March 31,
	*2024*		2023

Retail	$	19,037,664	$	20,352,966
Wholesale		3,839,807		4,562,430

Net revenues	$	22,877,471	$	24,915,396

19. Government Assistance Program

On March 18, 2020, the Families First Coronavirus Act was enacted (“FFCRA”). On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES”) was enacted. Together, these acts created refundable payroll tax credits for paid sick leave, paid family leave and an employee retention credit. The CARES Act was subsequently modified by the Taxpayer Certainty and Disaster Tax Relief Act of 2020, enacted December 27, 2020, which amended and extended the employee retention credit under the CARES Act for the first and second quarters of 2021. The American Rescue Act of 2021 further modified and extended the CARES Act for the third and fourth quarters of 2021. These acts provide for a refundable credit against certain employment taxes, including FICA, Medicare and deposits of employee payroll withholding taxes. Income tax credits are not provided for under these acts. The ERC credit, as modified by the foregoing, increased the available credit from 50% of qualified wages of up $10,000 per quarter paid to an employee, or $5,000 per qualified employee per quarter, to 70% of qualified wages of up to $10,000 per quarter, or $7,000 per qualified employee per quarter. The Company qualifies for the ERC credit under the CARES Act, as modified. On June 15, 2023, the Company’s wholly-owned subsidiary, MM Development Company, Inc., received and recorded payment from the Internal Revenue Service in the amount of $1,955,711 related to the ERC credit for the first quarter of 2021. This amount is included in Other Income, Net on the Company’s Annual Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023. The Company accounted for the ERC credit pursuant to the guidance established in ASC 450-30, Gain Contingencies.

20. Provision for Stolen Funds

As reported in a press release issued by the Company on November 17, 2023, on June 20, 2021, the Company engaged El Capitan Advisors, Inc. (“El Capitan”), an investment advisor registered with the Securities and Exchange Commission (the “SEC”), for cash management services. One of the Company’s accounts managed by El Capitan was held at Bridge Bank, a division of Western Alliance Bank (collectively “WAB”). Pursuant to a dispute unrelated to the Company, Casa Verde Capital, L.P. and Casa Verde Capital EF, L.P. (collectively “Casa Verde”) obtained a $35.0 million default judgment against El Capitan, which is a portfolio company of Casa Verde. Casa Verde then levied that judgment causing approximately $5.4 million of the Company’s funds held at WAB (the “WAB Funds”) and managed by El Capitan to be directed to the Orange County, California Sheriff’s Office (the “Sheriff’s Office”) on September 21, 2023. The $5.4 million has been recorded as restricted cash as at December 31, 2023.

On or around October 24, 2023, the Company became aware of the levy against the WAB Funds and thereafter filed a third-party claim (the “WAB Claim”) of exemption asserting rightful ownership over the WAB Funds.

The Company has secured a partial settlement with Casa Verde for the release of $3.4 million of the WAB Funds, which the Company received on January 31, 2024. The remaining approximately $2 million of the WAB Funds (the “Remaining Levied Funds”) is still in the possession of the Sheriff’s Office while litigation is ongoing. The Company has not relinquished any right to the Remaining Levied Funds and continues to pursue their return. A hearing on the ultimate disposition of the Remaining Levied Funds is scheduled for May 30, 2024.

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PLANET 13 HOLDINGS INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited, in United States Dollars, except share amounts)

After filing the WAB Claim in November 2023, the Company also took immediate action to withdraw the remaining approximately $16.5 million that the Company held in two additional Company accounts managed by El Capitan (the “Additional Funds”). El Capitan has refused to honor the Company’s further withdrawal requests with respect to the Additional Funds and at this time it is unclear whether the Additional Funds will be returned. Based on discussions with El Capitan to secure the withdrawal of the Additional Funds and purported bank statements provided by El Capitan, the Company has reason to believe that the Additional Funds were misappropriated by El Capitan.

On January 22, 2024, the Company initiated a lawsuit in Santa Monica, California against El Capitan, El Capitan’s founder and Chief Executive Officer—Andrew Nash, Casa Verde, Casa Verde’s Managing Member—Karan Wadhera, and Jamie Nash, the spouse of Andrew Nash (collectively, the “Defendants”) seeking approximately $16.5 million in compensatory damages and other relief. The Company alleges that each Defendant is liable for their involvement in a scheme to defraud the Company of funds managed by El Capitan in its capacity as the Company’s fiduciary.

The loss provision for the three months ended March 31, 2024 was $0, compared to a loss of $2,000,000 for the three months ended March 31, 2023.

21. Subsequent Events

None.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of Planet 13 is for the three months ended March 31, 2024. It is supplemental to, and should be read in conjunction with, our unaudited condensed interim consolidated financial statements for the three months ended March 31, 2024 and 2023, and the accompanying notes presented herein. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$”, “USD” or “US$”), unless otherwise indicated.

In this MD&A, unless the context otherwise requires, the terms “we,” “us,” “our,” “Company,” or “Planet 13” refer to Planet 13 Holdings Inc. together with its wholly-owned subsidiaries.

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States and Canadian securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading “Disclosures Regarding Forward-Looking Statements,” identified in this Quarterly Report on Form 10-Q. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements and information.

Overview of the Company

We are a multi-state cannabis operator with licenses to operate in Nevada, California, and Florida, and a conditional dispensing license in Illinois. We are headquartered in Las Vegas, Nevada, at our superstore dispensary located adjacent to the Las Vegas Strip. A detailed description of our corporate history and our business can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 13, 2024.

As of March 31, 2024, we employed approximately 630 people and remain focused on providing our customers with the best products, best services, and an experiential shopping experience at our superstore-themed dispensaries, while expanding our products and sales through neighborhood stores. Each of our state operations is held in state-focused subsidiaries: (a) Newtonian Principles, Inc. for California licensed cannabis dispensing and distribution activities, (b) Next Green Wave, LLC for California licensed cannabis cultivation, production and distribution activities, (c) MM Development Company, Inc. for all licensed Nevada cannabis cultivation, production, distribution, and dispensing activities, (d) Planet 13 Florida, Inc. (“Planet 13 Florida”) which holds our Florida Medical Marijuana Treatment Center (“MMTC”) license, and (e) Planet 13 Illinois, LLC (“Planet 13 Illinois”) which holds a conditional Illinois social-equity justice impaired dispensing license. We have focused on our large-store dispensing stores as superstores which offer an experiential approach to our customers, including drones, robotics, 3-D mapping projection, cannabis-culture inspired social-media backdrops for customer interaction, customer facing production, one-on-one sales staffing and customer education, and other interactive marketing elements to differentiate from more traditional dispensing locations, which we refer to herein as “neighborhood stores”. Each of our cannabis facilities is state-licensed as an adult-use cannabis facility, a medical cannabis facility, or a dual-use facility allowing for both adult-use and medical cannabis licensed activity, as designated below in the state-by-state breakdown.

Nevada

As of March 31, 2024, we held the following licensed operations in Nevada: (a) one dual-licensed dispensary superstore adjacent to the Las Vegas Strip with 24,000 square feet of licensed dispensary (the “Planet 13 Las Vegas Superstore”), (b) one adult-use “neighborhood store” at 2,300 square feet of licensed dispensary (the “Medizin dispensary”), (c) three dual-licensed production facilities, one of which is co-located and customer-facing at the superstore in Las Vegas with 18,500 square feet of licensed production, (d) three dual-licensed cultivation facilities, one with approximately 16,100 square foot indoor cultivation facility under perpetual harvest cycle, a second with 45,000 square feet co-located with our production license at that facility, and one small indoor rural site in Beatty, Nevada that is expandable up to 2,300,000 square feet of greenhouse located on 80-acres owned by us, also co-located with our production license at that facility, and (e) one cannabis distribution license.

At the Planet 13 Las Vegas Superstore, we also offer ancillary services to our customers, including a restaurant with a liquor license, a retail store, and our online cannabidiol (“CBD”) store which also sells products in our facility.

California

As of March 31, 2024, we held the following licensed operations in California: (a) an adult-use and medical dispensary superstore co-located with a distribution license at our 33,000 square foot facility in Santa Ana which we built and opened on July 1, 2021 (the “Planet 13 OC Superstore”), (b) an adult-use medium indoor cultivation license co-located with a distribution license at our 35,000 square foot facility in Coalinga, and (c) an adult-use manufacturer Type 6 license at a 4,000 square foot facility in Coalinga.

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Florida

As of March 31, 2024, we are continuing capital outlays to utilize our Florida MMTC license. Licensed MMTCs are vertically integrated and the only businesses in Florida authorized to dispense medical marijuana cannabis to qualified patients and caregivers. MMTCs are authorized to cultivate, process, transport and dispense medical marijuana. As of March 31, 2024, there were 25 companies with MMTC licenses in Florida, several of which are not yet operational. License holders are not subject to restrictions on the number of dispensaries that may be opened or on the number or size of cultivation and processing facilities they may operate.

On July 1, 2022, we, through our subsidiary Planet 13 Florida, closed on a $3,300,000 purchase of a 23-acre parcel of real property, inclusive of a 10,500 square foot building, near Ocala, Florida. The property was previously leased by Planet 13 Florida, and has received Florida OMMU approvals for cultivation, processing, and dispensing activities.

As part of our Florida expansion, as of the date of this report, we have entered into three leases for dispensing locations in Florida, which remain subject to completion of tenant improvements and regulatory inspection prior to sales to customers.

See Recent Developments for further information related to the Company’s Florida operations and its planned sale of Planet 13 Florida Inc and the acquisition of VidaCann, LLC.

Illinois

On August 5, 2021, Planet 13 Illinois, in which we then held a minority interest, won a Conditional Adult Use Dispensing Organization License in the Chicago-Naperville-Elgin region from the Illinois Department of Financial and Professional Regulation. The conditional license was issued to Planet 13 Illinois on July 22, 2022. We previously owned 49% of Planet 13 Illinois with 51% owned by Frank Cowan, but on February 7, 2023, we exercised and closed on our option to purchase Mr. Cowan’s 51% interest in Planet 13 Illinois for $866,250 in cash and 1,063,377 in common shares of the Company.

On February 3, 2023, the Company, through its wholly owned subsidiary Planet 13 Chicago, LLC, closed on the purchase of a $2,500,000 real property for a proposed dispensing location in Waukegan, Illinois, for an approximately 8,000 square foot building on 1.9 acres, previously occupied by a financial institution tenant. On November 1, 2022, the Company provided notice of this site selection to the Illinois cannabis regulator. The town of Waukegan is suburb of the greater Chicago area and close to the Illinois-Wisconsin state border. We have commenced construction of the dispensary and anticipate that it will be operational in late 2023.

COVID-19 Pandemic Update for First Quarter 2024

The long-term economic impact of COVID-19 remains unknown and may result in significant impact or changes to ongoing international or national fiscal or enforcement policies, inflation, supply chains, customer purchasing and shopping habits, and other key metrics, any of which could have a significant or material negative effect on the Company.

Recent Developments

The following are recent developments occurring in the three months ended March 31, 2024, and following that period until the filing date of this Form 10-Q:

March 2024 Public Offering

On March 5, 2024, Planet 13 Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC (the “Representative”), as representative of the several underwriters set forth on Schedule A to the Underwriting Agreement (the “Underwriters”) relating to a public offering (the “Offering”) of 18,750,000 units (the “Units”), each consisting of one share (the “Shares”) of the Company’s common stock, no par value (the “Common Stock”), and one warrant to purchase one share of Common Stock (the “Warrants”). The Units were sold at a public offering price of $0.60 per Unit. The Warrants have a five-year term and an exercise price of $0.77 per share of Common Stock. The Units do not have any standalone rights and were not issued as stand-alone securities. The Shares and the Warrants were issued separately but could only be purchased together in the Offering.

Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 2,812,500 additional shares of Common Stock and/or up to 2,812,500 additional warrants, each warrant to purchase one share of Common Stock, at the public offering price less the underwriting discount.

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The Company estimates the net proceeds from the Offering will be approximately $9.825 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company and excluding any proceeds the Company may receive upon exercise of the Warrants. The Offering closed on March 7, 2024.

The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-274829) (the “Registration Statement”) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on October 17, 2023, as supplemented by a preliminary prospectus supplement, dated March 4, 2024, and a final prospectus supplement, dated March 5, 2024, filed with the SEC (the “Prospectus Supplement”).

On March 7, 2024, the Company entered into a warrant agency agreement with the Company’s transfer agent, Odyssey Transfer US Inc. (“Odyssey”), which will also act as the warrant agent for the Company, setting forth the terms and conditions of the Warrants sold in the Offering (the “Warrant Agreement”).

The exercise price of the Warrants is subject to appropriate adjustment (i) in the event of certain stock dividends and stock splits, stock combinations, recapitalizations or similar events affecting the Common Stock, or (ii) upon any distributions of assets, including indebtedness, security, rights or warrants to subscribe for or purchase any security or other assets to the Company’s stockholders.

No holder of Warrants will have the right to exercise any portion of the Warrants to the extent that after giving effect to such exercise, the holder would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any Warrants, 9.99%) of the outstanding shares of the Common Stock calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.

A copy of the Warrant Agreement is filed as Exhibit 4.1 to our Form 8-K filed on March 7, 2024 and is incorporated herein by reference, and a copy of the form of warrant to purchase common stock is filed as Exhibit 4.2 to our Form 8-K filed on March 7, 2024 and is incorporated herein by reference. The foregoing description of the terms of the Warrants does not purport to be complete and is qualified in its entirety by reference to such exhibits. The Warrant Agreement and the form of warrant to purchase common stock are also filed with reference to, and are hereby incorporated by reference into, the Registration Statement.

Opening of DAZED! Consumption Lounge

On April 5, 2024, we opened DAZED!, our cannabis consumption lounge, which is located inside the Planet 13 Entertainment Complex in Las Vegas, Nevada. DAZED! is a first-of-its-kind, 3,000 square foot, high-end consumption lounge featuring VIP booths, expertly crafted canna-cocktails, and top-tier entertainment.

Sale of Planet 13 Florida; VidaCann Acquisition

On May 6, 2024, we closed the previously announced sale of Planet 13 Florida Inc. (“Planet 13 Florida”), following the previously announced approval from the Florida Office of Medical Marijuana Use on April 26, 2024. We sold 100% of our equity interests of Planet 13 Florida in exchange for US$9,000,000. The sale of Planet 13 Florida is a condition to the closing of our pending acquisition (“Acquisition”) of VidaCann, LLC (“VidaCann”), a Florida Medical Marijuana Treatment Center, which will add the following to the Planet 13 portfolio: 26 medical dispensaries, 272,000 square feet of canopy space located on a 160-acre parcel of land which will allow for as much expansion of cultivation and manufacturing activities as needed, and a 7,000 square-foot manufacturing facility. Pursuant to the Acquisition, we will acquire VidaCann for approximately US$59 million, consisting of: (i) 78,461,538 common shares of Planet 13; (ii) US$4 million in cash; and (iii) US$5 million aggregate principal amount of promissory notes, with each of the above components subject to subject to adjustments as set out in the Membership Interest Purchase Agreement. We expect to close the Acquisition as soon as practicable in May 2024.

We intend to continue building on VidaCann’s track record of success by adding indoor cultivation to widen the selection at VidaCann stores. We will also bring our award-winning and hugely successful Nevada brands to Florida to continue improving per-store economics. In addition to enhancing per-store revenue generation, we expect to selectively add stores to round out coverage of VidaCann’s network and explore adding SuperStores to tier-one tourist destinations based on impending adult-use legislation.

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Results of Operations

	Three Months Ended
	March 31,			March 31,			Percentage
*Expressed in USD$*	2024			2023			Change
Revenue
Net revenue		22,877,471			24,915,396			(8.2	)%
Cost of Goods Sold		(12,392,992	)		(14,032,585	)		(11.7	)%
Gross Profit		10,484,479			10,882,811			(3.7	)%
Gross Profit Margin %		45.8	%		43.7	%

Expenses
General and Administrative		10,024,787			10,955,007			(8.5	)%
Sales and Marketing		1,290,737			1,335,740			(3.4	)%
Lease expense		774,946			784,636			(1.2	)%
Impairment loss		—			—			-
Depreciation and Amortization		2,059,023			2,235,464			(7.9	)%
Total Expenses		14,149,493			15,310,847			(7.6	)%

Income (Loss) From Operations		(3,665,014	)		(4,428,036	)		(17.2	)%

Other Income (Expense):
Interest expense, net		24,562			116,351			(78.9	)%
Foreign exchange gain (loss)		(3,097	)		1,887			(264.1	)%
Change in fair value of warrants		—			18,127			(100.0	)%
Other income		113,749			144,609			(21.3	)%
Total Other Income		135,214			280,974			(51.9	)%

Loss for the period before tax		(3,529,800	)		(6,147,062	)		(42.6	)%
Provision for income tax (current and deferred)		2,343,969			2,333,087			0.5	%
Loss for the period		(5,873,769	)		(8,480,149	)		(30.7	)%

Loss per share for the period
Basic and fully diluted income (loss) per share	$	(0.03	)	$	(0.04	)

Weighted Average Number of Shares Outstanding
Basic and diluted		228,437,545			221,084,457

We experienced an 8.2% decrease in net revenue during the three months ended March 31, 2024 when compared to the three months ended March 31, 2023. The decrease is primarily attributable to a reduction in the number of customers at our Planet 13 Las Vegas Superstore location compared to the prior year periods, partially offset by an increase in wholesale revenue from the NGW cultivation operations in California, and an increase in net wholesale revenue in Nevada. Overall, net revenue decreased by $2,037,925 during the three months ended March 31, 2024 when compared to the three months ended March 31, 2023. We believe that a potential economic downturn and increase in inflation, including the increase in the price of gasoline and the increase in interest rates, combined to reduce the disposable income of our customers during the three months ended March 31, 2024 and also had an impact on the number of customers and tourists visiting the Planet 13 Las Vegas Superstore and our other retail locations during the three months ended March 31, 2024 when compared to the prior year period.

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Details of net revenue by product category are as follows:

	Three Months Ended
	March 31,		March 31,		Percentage
	2024		2023		Change
Flower	$	7,230,167	$	7,502,396		(3.6	)%
Concentrates		7,021,713		6,975,107		0.7	%
Edibles		3,799,037		4,657,293		(18.4	)%
Topicals and Other Revenue		986,747		1,218,170		(19.0	)%
Wholesale		3,839,807		4,562,430		(15.8	)%
Net revenue	$	22,877,471	$	24,915,396		(8.2	)%

Gross profit margin for the three months ended March 31, 2024 was 45.8% compared to 43.7% for the three months ended March 31, 2023 The increase in gross profit margin for the three months ended March 31, 2024 was a result of a decrease in retail sales incentives during the period, partially offset by the increase in wholesale revenue, both from our Nevada and California wholesale operations, that have an inherently lower gross margin than retail sales revenue.

The costs of internal cultivation have continued to trend down as we continue to improve our yields and cultivation efficiency across all of our cultivation facilities. In addition, margin enhancement through the creation of internally generated brands, such as TRENDI, Leaf & Vine, HaHa Gummies, Dreamland Chocolate, HaHa Beverages and Medizin, that were sold in our own stores continued to have a positive impact on gross margins during the three months ended March 31, 2024, helping to partially offset the lower margins received on the sale of wholesale product and sales to local customers in the State of Nevada. We anticipate that margins will trend upward if and when tourist customers return to Las Vegas and the Planet 13 Las Vegas Superstore in greater numbers and through our ability to produce our award-winning brands in California and introduce those brands into our Planet 13 OC Superstore.

Our premium cultivation facilities were operating near capacity during the three months ended March 31, 2024 and March 31, 2023, respectively. The amount of cannabis grown during the period increased when compared to the prior year period due to higher yields across all of our cultivation facilities during the period. The wholesale flower market in California continues to stabilize and we have seen increases in both demand and the price received for premium indoor grown flower during the three months ended March 31, 2024.

Overall gross profit was $10,484,479 and $10,882,811 for the three months ended March 31, 2024 and 2023 respectively, a decrease of 3.7%. General and Administrative (“G&A”) expenses (which include non-cash share-based compensation expenses) decreased by 8.5% during the three months ended March 31, 2024 when compared to the three months ended March 31, 2023. Overall, excluding non-cash share-based compensation expenses, G&A expenses as a percentage of revenue equaled 43% for the three months ended March 31, 2024, compared to 41.1% for the three months ended March 31, 2023.

A detailed breakdown of G&A expenses is as follows:

	Three Months Ended
	March 31,		March 31,		Percentage
	2024		2023		Change
Salaries and wages	$	3,665,242	$	3,670,072		(0.1	)%
Share-based compensation expense		104,338		720,991		(85.5	)%
Executive compensation		632,362		731,177		(13.5	)%
Licenses and permits		561,616		641,602		(12.5	)%
Payroll taxes and benefits		973,275		872,173		11.6	%
Supplies and office expenses		240,820		319,086		(24.5	)%
Subcontractors		117,219		506,787		(76.9	)%
Professional fees (legal, audit and other)		2,171,039		2,211,799		(1.8	)%
Miscellaneous general and administrative expenses		1,558,876		1,281,320		21.7	%
	$	10,024,787	$	10,955,007		(8.5	)%

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Non-cash, share based compensation of $104,338 was recognized during the three months ended March 31, 2024, decreasing from $720,991 that was recognized during the three months ended March 31, 2023. The decrease is attributable to the vesting schedule for both Restricted Share Units (“RSUs”) and incentive stock options that were previously granted, particularly the net 3,954,213 RSUs that were granted on April 18, 2021, that vested 1/3 on December 1, 2021 and 1/3 on December 1, 2022, and 1/3 on December 1, 2023. Compared to the 485,185 RSU's granted on March 22, 2024, of which 185,185 that vested immediately. These amounts are non-cash, and the expense is recognized in accordance with the vesting schedule of the underlying stock options and RSUs. See Note 12 to our audited consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2023, for additional details on the assumptions used to calculate fair value as well as information regarding the vesting of the various components of the non-cash share-based compensation.

Sales and marketing expenses decreased by 3.4% or $45,003 during the three months ended March 31, 2024, when compared to the three months ended March 31, 2023. The increase was a result of us continuing to refine our marketing efforts to optimize marketing spend on initiatives that drive increased customer traffic to the Planet 13 Las Vegas Superstore, the Planet 13 OC Superstore, and the Medizin dispensary in Nevada.

Lease expense decreased by 1.2% during the three months ended March 31, 2024, when compared to the three months ended March 31, 2023 due to slight decreases in number of leases and contracted lease rates for the Company’s leased properties during the period.

Depreciation and amortization decreased 7.9% during the three months ended March 31, 2024, when compared to the prior year period.

Interest income, net was $24,562 earned during the three months ended March 31, 2024, compared to interest income, net of $116,351 earned during the three months ended March 31, 2023. Interest income is net of interest expense related to accrued interest on our long-term debt that is due and payable on demand. The balance of long-term debt as of March 31, 2024, was $884,000 compared to $884,000 as of December 31, 2023. Interest is being accrued on this note at a rate of 5% per annum.

We conduct our operations in both United States dollars and Canadian dollars, holding financial assets and incurring expenses in both currencies, holding all of our currency in US Dollars. The foreign currency gains/losses reflect fluctuations in the underlying exchange rates on the dates expenses are incurred compared to when they are paid. During the three months ended March 31, 2023 the Company also incurred FX losses on CAD$ deposits held at financial institutions in Canada, all of which have been transfer to USD deposits as of March 31, 2024. It is our policy not to hedge our CAD exposure.

Warrants are accounted for in accordance with the applicable authoritative accounting guidance in ASC Topic 815, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815”), as derivative liabilities based on the specific terms of the warrant agreements. Liability-classified instruments are recorded at fair value at each reporting period with any change in fair value recognized as a component of change in fair value of derivative liabilities in the consolidated statements of operations and comprehensive loss. Transaction costs allocated to warrants that are presented as a liability are expensed immediately within other expenses (income) in the statements of net loss and comprehensive loss. During the three months ended March 31, 2024, the change in fair value of the warrants resulted in a gain of $0 (gain of $18,127 during the three months ended March 31, 2024).

Other income (expense), consisting of Automated Teller Machine fees, and other miscellaneous income/expense was income of $113,749 for the three months ended March 31, 2024, compared to other income of $144,609 for the three months ended March 31, 2023.

Income tax expense for the three months ended March 31, 2024, was $2,343,969 compared to $2,333,087 for the prior year period. The tax expense decreased due to the decrease in taxable profitability during the three months ended March 31, 2024, when compared to the three months ended March 31, 2023. We are subject to Section 280E of the Internal Revenue Code (the “Code”), which prohibits businesses from taking deductions or credits in carrying on any trade or business consisting of trafficking in certain controlled substances that are prohibited by federal law. We, to the extent our “trafficking” activities, and/or key contract counterparties directly engaged in trafficking in cannabis, have incurred significant tax liabilities from the application of Section 280E. Our income tax obligations under Section 280E of the Code are typically substantially higher as compared to companies to which Section 280E does not apply. Section 280E essentially requires us to pay federal, and as applicable, state income taxes on gross profit, which presents a significant financial burden that increases our net loss and may make it more difficult for us to generate net profit and cash flow from operations in future periods. In addition, to the extent that the application of Section 280E creates a financial burden on contract counterparties, such burdens may impact the ability of such counterparties to make full or timely payment to us, which would also have a material adverse effect on our business.

The overall net loss for the three months ended March 31, 2024, was $5,873,769 (($0.03) per share) compared to an overall net loss of $8,480,149 (($0.04) per share) for the three months ended March 31, 2023.

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Segmented Disclosure

The Company determined that each of its locations represents an operating segment. These operating segments have been aggregated into a single reportable segment as the Company operates as a vertically integrated cannabis company with dispensary, cultivation, production and distribution operations in the State of Nevada and dispensary, cultivation and distribution operations in the State of California.

Liquidity and Capital Resources

As of March 31, 2024, our financial instruments consist of cash, deposits, accounts payable and accrued liabilities, and notes payable. We have no speculative financial instruments, derivatives, forward contracts, or hedges.

As of March 31, 2024, we had working capital of $36,446,097 compared to working capital of $23,021,292 as of December 31, 2023. The Company believes that it has adequate liquidity in the form of cash on hand to fund all its planned capital expenditures and expansion plans as well as to continue to fund its operation over the next 12 months, the planned build-out of its operations in Florida, and the further expansion of operations in Nevada and California.

The following table relates to the three months ended March 31, 2024 and 2023:

	Three Months Ended
	March 31,			March 31,
	2024			2023
Cash flows used in operating activities		(1,430,951	)		(7,346,140	)
Cash flows used in investing activities		(2,942,596	)		(4,519,623	)
Cash flows provided by financing activities		9,913,856			-

Cash Flows from Operating Activities

Net cash used in operating activities was $1,430,951 for the three months ended March 31, 2024, compared to cash used in operating activities of $7,346,140 for the three months ended March 31, 2023. A significant portion of the decrease in cash used in operating activities is directly attributable to a reduction in net loss for the period and the net change in certain working capital items during the three months ended March 31, 2024, when compared to the three months ended March 31, 2023.

Cash Flows from Investing Activities

Net cash used in investing activities was $2,942,596 for the three months ended March 31, 2024, compared to net cash used in investing activities of $4,519,623 for the three months ended March 31, 2023. The cash used in investing activities for the three months ended March 31, 2024 decreased by $1,577,027 as a result of the timing of development projects that were in process during the 2024 period when compared to the three months ended March 31, 2023.

Cash Flows from Financing Activities

Net cash provided by financing activities was $9,913,856 during the three months ended March 31, 2024, compared to net cash provided by financing activities of $nil for the three months ended March 31, 2023.

Capital Resources

We have a recent history of operating losses. It may be necessary for us to arrange for additional financing to meet our on-going growth initiatives.

Management believes it will be able to raise equity capital as required in the long term, but recognizes the risks attached thereto. There can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing may be favorable.

Should financing not be available, the Company has adequate liquidity in the form of cash on hand to fund all of its planned capital expenditures and expansion plans as well as to continue to fund its operation over the next 12 months, including the planned build-out of its operations in Florida and the continuing build-out of its Illinois retail location.

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Capital Management

Our capital consists of shareholders’ equity. Our objective when managing capital is to maintain adequate levels of funding to support the development of our businesses and maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity financing. Future financings are dependent on market conditions and there can be no assurance we will be able to raise funds in the future. We invest all capital that is surplus to our immediate operational needs in short-term, highly liquid, and high-grade financial instruments. There were no changes to our approach to capital management during the period. We are not subject to externally imposed capital requirements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of March 31, 2024, or as of December 31, 2023, or as of the date hereof.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires our management to make judgements, estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements. Although these estimates are based on management’s best knowledge of the amounts, events or actions, actual results may differ from those estimates. Estimates and judgements are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable.

Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

There have been no material changes to our critical accounting estimates as set forth in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to our market risk disclosures as set forth in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our co-CEOs and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the risk related to controls and procedures.

In connection with the preparation of this Form 10-Q, as of March 31, 2024, an evaluation was performed under the supervision and with the participation of our management, including the co-CEOs and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management concluded that our disclosure controls and procedures were ineffective as of March 31, 2024 due to the identification of the material weaknesses discussed below.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed under the supervision of our co-CEOs and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP.

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Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based upon that assessment, our management, including the co-CEOs and CFO, concluded that our internal controls over financial reporting were ineffective as of March 31, 2024 and December 31, 2023 due to the identification of the material weaknesses discussed below.

Identified Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We identified that certain process-level controls associated with third party vendor selection, retention and monitoring and well as processes designed to mitigate risks associated with fraud were not operated effectively. These ineffective controls were attributable to insufficient policies and procedures and training that impaired our ability to timely discover potential third party fraudulent activity.

The control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore, we concluded that the deficiencies, in the aggregate, represent material weaknesses in our internal control over financial reporting. Accordingly, we concluded that our internal controls over financial reporting and disclosure controls and procedures were not effective as of December 31, 2023. These material weaknesses resulted in an increase to the net loss for the three months ended March 31, 2024 by $0 and an increase to the net loss for the three months ended March 31, 2023 by $2,000,000.

Management’s Plan to Remediate the Identified Material Weaknesses

The above-described material weaknesses have not been remediated as of the filing of this Annual Report on Form 10-Q. Since identifying the material weaknesses described above, management, with oversight from the Audit Committee, has already implemented and continues to implement enhanced policies and procedures intended to address both the identified material weaknesses and to enhance the Company’s overall internal control over financial reporting and disclosure controls and procedures. As part of the remediation, we have also added an independent director to the Board who now serves as chairman of the audit committee. The former chair of the audit committee has become an executive director and has taken on the role of Chief Administrative Officer and is overseeing the internal audit function for the Company.

As we continue to evaluate and improve our internal control over financial reporting and disclosure controls and procedures, management may determine to take additional measures to improve controls and determine to modify the remediation plan described above. We are working to remediate the material weaknesses as efficiently and effectively as possible, but the material weaknesses cannot be considered fully remediated until the updated policies and training have been in place and operated for a sufficient period of time to enable management to conclude, through testing, that these controls are designed and operating effectively. Accordingly, management will continue to monitor and evaluate the effectiveness of our internal control over financial reporting in the activities affected by the material weaknesses described above.

Changes in Internal Control Over Financial Reporting

Other than the material weaknesses and remediation plan discussed above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

On January 22, 2024, the Company initiated a lawsuit in Los Angeles County Superior Court in Santa Monica, California against El Capitan, El Capitan’s founder and Chief Executive Officer—Andrew Nash, Casa Verde, Casa Verde’s Managing Member—Karan Wadhera, and Jamie Nash, the spouse of Andrew Nash (collectively, the “Defendants”) seeking approximately $16.5 million in compensatory damages and other relief. The Company alleges that each Defendant is liable for their involvement in a scheme to defraud the Company of funds managed by El Capitan in its capacity as the Company’s fiduciary. The Company is vigorously pursuing its rights against the Defendants and intends to act quickly to enact all necessary remedies available. The Company will continue to vigorously pursue its rights to reclaim the funds that it entrusted to El Capitan and will pursue recovery of its funds through all legally available means, including as appropriate, through cooperation with law enforcement.

Item 1A. Risk Factors.

In addition to the risk factor set forth below and other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition, financial results, or future performance. Other than as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

Implications of being a smaller reporting company

Based on our public float, as of the last business day of our second fiscal quarter, we determined that we qualify as a smaller reporting company for the fiscal year ending December 31, 2024.

Smaller reporting companies are able to provide simplified executive compensation disclosure and have certain other reduced disclosure obligations, including, among other things, being permitted to provide only two years of audited financial statements in our Annual Report on Form 10-K, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and not being required to furnish a stock performance graph in our annual report.

We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of reduced reporting burdens in our other filings with the Securities and Exchange Commission. We cannot predict whether investors will find our common stock less attractive if we rely on certain or all of these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company made no unregistered sales of securities during the quarter covered by this report that have not previously been disclosed in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

EXHIBIT INDEX

		Incorporated by Reference
Exhibit No.	Description	Form	Exhibit	Filing Date	Filed/Furnished Herewith
1.1	Underwriting Agreement, dated March 5, 2024, by and between Planet 13 Holdings Inc. and Canaccord Genuity LLC, as representative of the several underwriters listed in Schedule A thereto.	8-K	1.1	3/7/2024
4.1	Warrant Agency Agreement, dated March 7, 2024, by and between Planet 13 Holdings Inc. and Odyssey Transfer US Inc.	8-K	4.1	3/7/2024
4.2	Form of Warrant to purchase common stock.	8-K	4.2	3/7/2024
5.1	Legal Opinion of Holley Driggs, Ltd.	8-K	5.1	3/7/2024
5.2	Legal Opinion of Cozen O’Connor P.C.	8-K	5.2	3/7/2024
10.1	First Amendment to Membership Interest Purchase Agreement, dated April 26, 2024, by and between Planet 13 Holdings Inc., VidaCann LLC, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loops Nursery & Greenhouses, Inc., David Loop and Mark Ascik and David Loop, solely in his capacity as Seller Representative.	8-K	10.1	4/29/2024
10.2	Stock Purchase Agreement, dated January 22, 2024, by and between Planet 13 Holdings Inc. and SGW FL Enterprises, LLC.	8-K	10.1	5/7/2024
23.1	Consent of Holley Driggs, Ltd. (included in Exhibit 5.1).	8-K	23.1	3/7/2024
23.1	Consent of Cozen O’Connor P.C. (included in Exhibit 5.2).	8-K	23.2	3/7/2024
31.1	Certification of Principal Executive Officer (Robert Groesbeck) pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				✓
31.2	Certification of Principal Executive Officer (Larry Scheffler) pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				✓
31.3	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				✓
32.1	Certification of Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				✓
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)				✓

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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.

Date: May 9, 2024	By:	/s/ Robert Groesbeck
		Robert Groesbeck
		Co-Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Larry Scheffler
		Larry Scheffler
		Co-Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Dennis Logan
		Dennis Logan
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Groesbeck, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Planet 13 Holdings Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024	/s/ Robert Groesbeck
	Robert Groesbeck
	Co-Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Larry Scheffler, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Planet 13 Holdings Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024	/s/ Larry Scheffler
	Larry Scheffler
	Co-Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 31.3

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Dennis Logan, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Planet 13 Holdings Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024	/s/ Dennis Logan
	Dennis Logan
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICERS AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Planet 13 Holdings Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on the date hereof (the “Report”), each of Robert Groesbeck, Co-Chief Executive Officer of the Company, Larry Scheffler, Co-Chief Executive Officer of the Company, and Dennis Logan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2024	/s/ Robert Groesbeck
	Robert Groesbeck
	Co-Chief Executive Officer

Date: May 9, 2024	/s/ Larry Scheffler
	Larry Scheffler
	Co-Chief Executive Officer

Date: May 9, 2024	/s/ Dennis Logan
	Dennis Logan
	Chief Financial Officer

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2024	May 09, 2024
Document Information [Line Items]
Entity Central Index Key	0001813452
Entity Registrant Name	Planet 13 Holdings Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	000-56374
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	83-2787199
Entity Address, Address Line One	2548 West Desert Inn Road, Suite 100
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89109
City Area Code	702
Local Phone Number	815-1313
Title of 12(g) Security	Common Stock
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		243,291,548

Interim Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 20,771,317	$ 11,831,008
Restricted Cash	2,050,584	5,450,584
Accounts Receivable	1,035,465	1,195,927
Inventory	16,998,825	15,760,648
Assets held for sale	9,000,000	9,000,000
Prepaid Expenses and Other Current Assets	2,893,277	4,072,820
Total Current Assets	52,749,468	47,310,987
Property and Equipment	67,342,325	67,551,697
Intangible Assets	15,253,797	15,253,797
Right of Use Assets - Operating	20,516,518	20,054,369
Long-term Deposits and Other Assets	800,757	869,853
Deferred Tax Asset	725,196	706,038
TOTAL ASSETS	157,388,061	151,746,741
Current:
Accounts Payable	1,953,157	2,850,922
Accrued Expenses	5,187,413	6,097,641
Income Taxes Payable	7,499,412	4,782,538
Notes Payable - Current Portion	884,000	884,000
Operating Lease Liabilities	779,389	674,594
Total Current Liabilities	16,303,371	15,289,695
Long-Term Liabilities:
Operating Lease Liabilities	25,801,491	25,271,706
Other Long-term Liabilities	33,000	33,000
Deferred Tax Liability	3,510,826	3,511,559
Total Liabilities	45,648,688	44,105,960
SHAREHOLDERS' EQUITY
Common Stock, no par value, 1,500,000,000 shares authorized, 243,291,548 issued and outstanding at March 31, 2024 and 223,317,270 at December 31, 2023	0	0
Preferred Stock, no par value, 50,000,000 shares authorized, 0 issued and outstanding at March 31, 2024 and 0 at December 31, 2023	0	0
Additional Paid-In Capital	325,923,704	315,951,343
Deficit	(214,184,331)	(208,310,562)
Total Shareholders' Equity	111,739,373	107,640,781
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 157,388,061	$ 151,746,741

Interim Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares $ / shares in Thousands	Mar. 31, 2024	Dec. 31, 2023
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	1,500,000,000	1,500,000,000
Common Stock, Shares, Issued (in shares)	243,291,548	223,317,270
Common Stock, Shares, Outstanding (in shares)	243,291,548	223,317,270
Preferred Stock, Par Value (in dollars per share)	$ 0	$ 0
Preferred Stock, Shares Authorized (in shares)	50,000,000	50,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares Outstanding (in shares)	0	0

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues, net of discounts	$ 22,877,471	$ 24,915,396
Cost of Goods Sold	(12,392,992)	(14,032,585)
Gross Profit	10,484,479	10,882,811
Expenses:
General and Administrative	10,024,787	10,955,007
Sales and Marketing	1,290,737	1,335,740
Lease Expense	774,946	784,636
Depreciation	2,059,023	2,235,464
Total Expenses	14,149,493	15,310,847
Loss From Operations	(3,665,014)	(4,428,036)
Other Income (Expense):
Interest income, net	24,562	116,351
Foreign exchange gain (loss)	(3,097)	1,887
Change in fair value of warrant liability	0	18,127
Provision for misappropriated funds	0	(2,000,000)
Other Income, net	113,749	144,609
Total Other Income	135,214	(1,719,026)
Loss Before Provision for Income Taxes	(3,529,800)	(6,147,062)
Provision For Income Taxes
Current Tax Expense	(2,363,860)	(2,265,088)
Deferred Tax Recovery	19,891	(67,999)
Income Tax Expense (Benefit)	(2,343,969)	(2,333,087)
Net Loss and Comprehensive Loss	$ (5,873,769)	$ (8,480,149)
Loss per Share
Basic and diluted loss per share (in dollars per share)	$ (0.03)	$ (0.04)
Weighted Average Number of Shares of Common Stock
Basic and diluted (in shares)	228,437,545	221,084,457

Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)	Restricted Stock Units (RSUs) [Member] Common Stock [Member]	Restricted Stock Units (RSUs) [Member] Warrants [Member]	Restricted Stock Units (RSUs) [Member] Additional Paid-in Capital [Member]	Restricted Stock Units (RSUs) [Member] Retained Earnings [Member]	Restricted Stock Units (RSUs) [Member]	Common Stock [Member]	Warrants [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2022						220,470,061	295,838
Balance at Dec. 31, 2022								$ 312,023,359	$ (134,701,804)	$ 177,321,555
Share based compensation			$ 720,991	$ 0	$ 720,991
Shares Issued on Exercise of Purchase Option (in shares)						1,063,377	0
Shares Issued on Exercise of Purchase Option								946,406		946,406
Net loss								0	(8,480,149)	(8,480,149)
Balance (in shares) at Mar. 31, 2023						221,533,438	295,838
Balance at Mar. 31, 2023								313,690,756	(143,181,953)	170,508,803
Balance (in shares) at Dec. 31, 2022						220,470,061	295,838
Balance at Dec. 31, 2022								312,023,359	(134,701,804)	$ 177,321,555
Shares Issued on Settlement of RSUs (in shares)					783,832					783,832
Proceeds from public offering (in shares)										0
Balance (in shares) at Dec. 31, 2023						223,317,270	0
Balance at Dec. 31, 2023								315,951,343	(208,310,562)	$ 107,640,781
Share based compensation			104,338	0	$ 104,338
Net loss								0	(5,873,769)	(5,873,769)
Share based Compensation - RSUs - Taxes Paid in Lieu of Share Issuance								(45,833)	0	$ (45,833)
Shares Issued on Settlement of RSUs (in shares)	1,224,278	0								1,224,278
Shares Issued on Settlement of RSUs			$ 0	$ 0	$ 0
Proceeds from public offering (in shares)						18,750,000	18,750,000			18,750,000
Proceeds from public offering								11,250,000	0	$ 11,250,000
Share issuance costs								(1,336,144)	0	(1,336,144)
Balance (in shares) at Mar. 31, 2024						243,291,548	18,750,000
Balance at Mar. 31, 2024								$ 325,923,704	$ (214,184,331)	$ 111,739,373

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH USED IN OPERATING ACTIVITIES
Net loss	$ (5,873,769)	$ (8,480,149)
Adjustments for items not involving cash:
Shared based compensation	104,338	720,991
Non-cash lease expense	235,980	1,279,369
Depreciation	3,017,720	3,259,999
Change in fair value of warrant liability	(0)	(18,127)
Loss on disposal of fixed assets	66,178	0
Lease incentive amortization	27,277	(26,115)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	(2,422,276)	(3,264,032)
Net Changes in Non-cash Working Capital Items	1,082,151	(3,099,853)
Repayment of lease liabilities	(90,826)	(982,255)
Total Operating	(1,430,951)	(7,346,140)
FINANCING ACTIVITIES
Proceeds from public share issuance	9,913,856	0
Total Financing	9,913,856	0
INVESTING ACTIVITIES
Purchase of property and equipment	(2,947,190)	(3,653,373)
Proceeds from sales of fixed assets	4,594	0
Purchase of 51% interest in Planet 13 Illinois	0	(866,250)
Total Investing	(2,942,596)	(4,519,623)
NET CHANGE IN CASH DURING THE PERIOD	5,540,309	(11,865,763)
CASH
Beginning of Period	17,281,592	38,789,604
End of Period	$ 22,821,901	$ 26,923,841

Note 1 - Nature of Operations

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Nature of Operations [Text Block]

1. Nature of Operations

P13 is a public company which is listed on the Canadian Securities Exchange (“CSE”) under the symbol PLTH and on the OTCQX exchange under the symbol “PLNH”.

The Company’s registered and head office address is 2548 W. Desert Inn Road, Suite 100, Las Vegas, NV 89109.

Note 2 - Basis of Presentation

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Basis of Accounting [Text Block]

2. Basis of Presentation

These unaudited condensed consolidated interim financial statements were authorized for issuance by the Board of Directors of the Company on May 9, 2024.

i)	Basis of consolidation

These unaudited condensed consolidated interim financial statements include the accounts of the Company and the following entities which are subsidiaries of the Company:

Subsidiaries as at March 31, 2024	*Jurisdiction of Incorporation*	*Ownership Interest 2024*	*Ownership Interest 2023*	*Nature of Business*

MM Development Company, Inc. ("MMDC")	Nevada, USA	100%	100%	Nevada license holding company; vertically integrated cannabis operations
BLC Management Company LLC	Nevada, USA	100%	100%	Management/holding company
LBC CBD LLC ("LBC")	Nevada, USA	100%	100%	CBD retail sales and marketing
Newtonian Principles Inc.	California, USA	100%	100%	California license holding company; cannabis retail sales
Crossgate Capital U.S. Holdings Corp.	Nevada, USA	100%	100%	Holding company
Next Green Wave, LLC	California, USA	100%	100%	California license holding company; cannabis cultivation and processing
Planet 13 Illinois, LLC	Illinois, USA	100%	100%	Illinois license holding company
BLC NV Food, LLC	Nevada, USA	100%	100%	Holding company for By The Slice LLC
By The Slice, LLC	Nevada, USA	100%	100%	Subsidiary of BLC NV Food, LLC; restaurant and retail operations
Planet 13 Chicago, LLC	Illinois, USA	100%	100%	Holding company
Planet 13 Florida, Inc.	Florida, USA	100%	100%	Florida license holding company
Planet 13 Real Prop, LLC	Florida, USA	100%	100%	Holding company
Planet 13 Lifestyles LLC	Nevada, USA	100%	0%	Retail sales of apparel and accessories
Club One Three, LLC	Nevada, USA	100%	100%	Inactive

ii)	Functional currency

These unaudited condensed consolidated interim financial statements are presented in U.S. Dollars (“USD”), which is the Company’s and its subsidiaries’ functional currency.

iii)	Emerging growth company

Note 3 - Inventory

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Inventory Disclosure [Text Block]

3. Inventory

	*March 31,*		December 31,
	*2024*		2023

Raw materials	$	6,005,882	$	5,810,800
Packaging and miscellaneous		2,369,061		1,758,152
Work in progress		3,539,018		3,375,296
Finished goods		5,084,864		4,816,400
	$	16,998,825	$	15,760,648

Note 4 - Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Prepaid Expenses and Other Current Assets [Text Block]

4. Prepaid Expenses and Other Current Assets

	*March 31,*		December 31,
	*2024*		2023

Security deposits	$	470,256	$	306,561
Advertising and Marketing		42,920		27,222
Prepaid rent		397,299		410,313
Insurance		628,380		779,638
License fees		124,087		126,923
Miscellaneous		1,230,335		2,422,163
	$	2,893,277	$	4,072,820

Note 5 - Property and Equipment

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

5. Property and Equipment

	*Land and*							*Leasehold*		*Construction*
	*Improvements*		*Buildings*		*Equipment*			*Improvements*		*in Progress*			*Total*
Gross carrying amount

At December 31, 2023	$	6,691,107	$	17,639,365	$	13,843,385		$	64,551,017	$	5,583,614		$	108,308,488
Additions		-		830,168		345,749			-		1,703,203			2,879,120
Disposals		-		-		(19,445	)		-		(62,960	)		(82,405	)
At March 31, 2024	$	6,691,107	$	18,469,533	$	14,169,689		$	64,551,017	$	7,223,857		$	111,105,203

Depreciation

At December 31, 2023	$	262,259	$	914,436	$	8,803,434		$	30,776,662	$	-		$	40,756,791
Additions		5,546		189,400		602,230			2,220,544		-			3,017,720
Disposals		-		-		(11,633	)		-		-			(11,633	)
At March 31, 2024	$	267,805	$	1,103,836	$	9,394,031		$	32,997,206	$	-		$	43,762,878

Carrying amount

At December 31, 2023	$	6,428,848	$	16,724,929	$	5,039,951		$	33,774,355	$	5,583,614		$	67,551,697
At March 31, 2024	$	6,423,302	$	17,365,697	$	4,775,658		$	31,553,811	$	7,223,857		$	67,342,325

For the three months ended March 31, 2024, depreciation expense was $3,017,720 (2023 - $3,259,999) of which $958,697 (2023 - $1,024,535) was included in cost of goods sold and inventory.

During the three months ended March 31, 2024, no amounts were transferred from Construction in Progress to the other fixed accounts.

Note 6 - Intangible Assets

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

6. Intangible Assets

	*Retail Dispensary Santa Ana*		*Retail Dispensary Clark County*		*Cultivation and Production Clark County*		*Cultivation Coalinga CA*		*Retail Dispensary Waukegan IL*		*Other*		*Total*
Gross carrying amount

Balance, December 31, 2023	$	6,151,343	$	690,000	$	709,798	$	5,860,000	$	1,812,656	$	30,000	$	15,253,797
Additions		-		-		-		-		-		-		-
Balance at March 31, 2024	$	6,151,343	$	690,000	$	709,798	$	5,860,000	$	1,812,656	$	30,000	$	15,253,797

Acquisition of 51% Interest in Planet 13 Illinois

Florida License

VidaCann Membership Interest Purchase Agreement

The Sellers will be granted the right on closing to nominate one additional (fifth), director to the board of directors of the Company (the “Board”).

Note 7 - Leases

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Lessee, Finance and Operating Leases [Text Block]

7. Leases

	*Three Months Ended*
	*March 31,*		March 31,
	*2024*		2023

Operating lease costs	$	1,264,185	$	1,244,641
Short term lease expense		12,550		4,596
Total lease costs	$	1,276,735	$	1,249,237

Other information related to operating and finance leases as of and for the three months ended March 31, 2024 and 2023 are as follows:

March 31, 2024

March 31, 2023

Finance

Operating

Finance

Operating

Lease

Lease

Weighted average discount rate

15.00

15.00

Weighted average remaining lease term

11.26

13.02

The maturity of the contractual undiscounted lease liabilities as of March 31, 2024 and December 31, 2023 are:

	*2024*			2023
	*Operating*			Operating
	*Lease*			Lease

2024	$	3,309,076		$	4,226,472
2025		4,486,721			4,318,603
2026		4,496,777			4,323,725
2027		4,592,372			4,414,249
2028		4,769,066			4,585,323
2029		4,942,234			4,753,273
2030		4,391,369			-
Thereafter		42,044,848			46,355,092

Total undiscounted lease liabilities		73,032,463			72,976,737
Interest on lease liabilities		(46,451,583	)		(47,030,437	)
Total present value of minimum lease payments		26,580,880			25,946,300
Lease liability - current portion		(779,389	)		(674,594	)
Lease liability	$	25,801,491		$	25,271,706

Principally all leases relate to real estate.

See Note 14 for additional supplemental cash flow information related to leases.

Note 8 - Notes Payable

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

8. Notes Payable

	*March 31,*			December 31,
	*2024*			2023

Promissory note dated November 4, 2015, with semi-annual interest at 5.0%, secured by deed of trust, due December 1, 2019		884,000			884,000

	$	884,000		$	884,000
Less current portion		(884,000	)		(884,000	)
	$	-		$	-

Stated maturities of debt obligations are as follow:

Next 12 months Promissory Note				$	884,000

Note 9 - Share Capital

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Equity [Text Block]

9. Share Capital

The Company is authorized to issue 1,500,000,000 shares of common stock and 50,000,000 shares of preferred stock.

		*Number of Shares of Common Stock*

		*March 31,*		December 31,
		*2024*		2023
Common Stock
Balance at January 1			223,317,270		220,470,061
Shares issued on settlement of RSUs	i.		1,224,278		783,832
Shares issued on exercise of purchase option (Note 6)	ii.		-		1,063,377
Shares issued on legal settlement	iii.		-		1,000,000
Shares issued on public offering	iv.		18,750,000		-

*Total shares of common stock outstanding*			243,291,548		223,317,270

i. Shares issued for Restricted Share Units

ii. Shares issued on exercise of purchase option

iii. Shares issued in legal settlement

iv. Shares issued on public offering

Note 10 - Warrants

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Warrants [Text Block]

10. Warrants

The following table summarizes the fair value of the warrant liability at March 31, 2024 and December 31, 2023.

	*March 31,*		December 31,
	*2024*		2023

Balance - beginning of period	$	-	$	18,127
Expirations		-		(18,127	)
Foreign exchange		-		-
Change in fair value		-		-
Balance - end of period	$	-	$	-

	*March 31, 2024*		*Weighted Average Exercise Price - USD*		*December 31, 2023*			*Weighted Average Exercise Price - CAD*

Balance - beginning of period		-	$	-		5,206,463		$	8.88
Exercised		-	$	-		-		$	-
Issued		18,750,000	$	0.77		-		$	-
Expired		-	$	-		(5,206,463	)	$	8.88
Balance - end of period		18,750,000	$	0.77		-		$	-

Note 11 - Share-based Compensation

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

11. Share Based Compensation

(a) Stock Options

During the three months ended March 31, 2024 and the year ended December 31, 2023

No incentive stock options were granted during the three months ended March 31, 2024 or the year ended December 31, 2023.

The following table summarizes information about stock options outstanding at March 31, 2024:

	*Exercise price*		*March 31, 2024*		*March 31, 2024*		*December 31, 2023*		*December 31, 2023*
Expiry Date		*CAD$*	*Outstanding*		*Exercisable*		*Outstanding*		*Exercisable*

November 21, 2024	$	1.31		185,203		185,203		185,203		185,203
February 27, 2025	$	1.31		51,525		51,525		51,525		51,525
December 15, 2025	$	3.06		269,075		269,075		269,075		269,075
September 30, 2026	$	4.37		97,322		97,322		97,322		97,322
				603,125		603,125		603,125		603,125

The following table reflects the continuity of stock options for the period presented:

	*March 31, 2024*		*Weighted Average Exercise Price - CAD*		December 31, 2023			Weighted Average Exercise Price - CAD

Balance - beginning of period		603,125	$	2.58		792,518		$	2.34
Expired		-		-		(189,393	)		2.46
Balance - end of period		603,125	$	2.58		603,125		$	2.58

Share based compensation expense attributable to employee options was $0 and $0 for the three months ended March 31, 2024 and 2023, respectively.

The total intrinsic value of stock options exercised, outstanding and exercisable as of March 31, 2024 and December 31, 2023 was $0, $0 and $0, respectively.

(b) Restricted Share Units

The following table summarizes the RSUs that are outstanding as at March 31, 2024 and December 31, 2023:

	*March 31,*			December 31,
	*2024*			2023

Balance - beginning of period		1,122,429			2,464,928
Issued		485,185			-
Exercised		(1,224,278	)		(783,832	)
Surrendered for taxes		(83,333	)		(477,506	)
Forfeited		-			(81,161	)
Rounding adjustment		(3	)		-
Balance - end of period		300,000			1,122,429

During the three months ended March 31, 2024

During the three months ended March 31, 2023

No RSUs were granted, exercised or vested.

Note 12 - Loss Per Share

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Earnings Per Share [Text Block]

12. Loss Per Share

	*Three Months Ended*
	*March 31,*			March 31,
	*2024*			2023

Loss available to common shareholders	$	(5,873,769	)	$	(8,480,149	)

Weighted average number of shares outstanding, basic and diluted		228,437,545			221,084,457

Basic and diluted loss per share	$	(0.03	)	$	(0.04	)

Note 13 - General and Administrative

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

General and Administrative [Text Block]

13. General and Administrative

	*Three Months Ended*
	*March 31,*		March 31,
	*2024*		2023

Salaries and wages	$	3,665,242	$	3,670,072
Share based compensation		104,338		720,991
Executive compensation		632,362		731,177
Licenses and permits		561,616		641,602
Payroll taxes and benefits		973,275		872,173
Supplies and office expenses		240,820		319,086
Subcontractors		117,219		506,787
Professional fees (legal, audit and other)		2,171,039		2,211,799
Miscellaneous general and administrative expenses		1,558,876		1,281,320
	$	10,024,787	$	10,955,007

Note 14 - Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

14. Supplemental Cash Flow Information

	*Three Months Ended*
	*March 31,*			March 31,
Change in Working Capital	*2024*			2023

Accounts Receivable	$	160,462		$	100,354
Inventory		(1,238,177	)		(1,295,309	)
Prepaid Expenses and Other Assets		1,179,543			784,157
Long-term Deposits and Other Assets		69,096			-
Deferred Tax Assets		(19,158	)		70,169
Deferred Tax Liabilities		(733	)		(2,170	)
Accounts Payable		(829,695	)		(519,789	)
Accrued Expenses		(956,061	)		(1,534,764	)
Income Taxes Payable		2,716,874			(702,501	)
	$	1,082,151		$	(3,099,853	)

Cash Paid

Interest Paid on Leases	$	989,887		$	3,720,587
Income Taxes	$	-		$	2,965,000

Non-cash Financing and Investing Activities

Shares Issued on Exercise of Purchase Option	$	-		$	964,406
Lease additions	$	725,406		$	954,496
Fixed Asset Amounts in Accounts Payable	$	16,089		$	26,225
Reclassification of long term lease liabilities to current	$	104,795		$	32,318

Note 15 - Related Party Transactions and Balances

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

15. Related Party Transactions and Balances

Related party transactions are summarized as follows:

For the three-month period ended March 31, 2024, no amounts other than compensation were paid to related parties ( March 31, 2023 - $nil).

For the three-month period ended March 31, 2024, no amounts were due to related parties ( December 31, 2023 - $nil).

Note 16 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

16. Commitments and Contingencies

(a) Construction Commitments

The Company had $2,157,092 of outstanding construction commitments as of March 31, 2024 ( December 31, 2023 - $3,140,447).

(b) Contingencies

(c) Claims and Litigation

(d) Operating Licenses

Note 17 - Risks

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Risk Disclosure [Text Block]

17. Risks

Credit risk

Interest Rate Risk

Price risk

Liquidity risk

Concentration risk

Banking risk

Asset forfeiture risk

Currency rate risk

The Company’s exposure to a 10% change in the foreign exchange rate at March 31, 2024 is $nil.

Note 18 - Disaggregated Revenue

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

18. Disaggregated Revenue

The following table presents the Company’s disaggregated revenue by sales channel:

	*Three Months Ended*
	*March 31,*		March 31,
	*2024*		2023

Retail	$	19,037,664	$	20,352,966
Wholesale		3,839,807		4,562,430

Net revenues	$	22,877,471	$	24,915,396

Note 19 - Government Assistance Program

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Government Assistance [Text Block]

19. Government Assistance Program

Note 20 - Provision for Stolen Funds

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Error Correction [Text Block]

20. Provision for Stolen Funds

The loss provision for the three months ended March 31, 2024 was $0, compared to a loss of $2,000,000 for the three months ended March 31, 2023.

Note 21 - Subsequent Events

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Subsequent Events [Text Block]

21. Subsequent Events

None.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	Item 5. Other Information. None.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

i)	Basis of consolidation

These unaudited condensed consolidated interim financial statements include the accounts of the Company and the following entities which are subsidiaries of the Company:

Subsidiaries as at March 31, 2024	*Jurisdiction of Incorporation*	*Ownership Interest 2024*	*Ownership Interest 2023*	*Nature of Business*

MM Development Company, Inc. ("MMDC")	Nevada, USA	100%	100%	Nevada license holding company; vertically integrated cannabis operations
BLC Management Company LLC	Nevada, USA	100%	100%	Management/holding company
LBC CBD LLC ("LBC")	Nevada, USA	100%	100%	CBD retail sales and marketing
Newtonian Principles Inc.	California, USA	100%	100%	California license holding company; cannabis retail sales
Crossgate Capital U.S. Holdings Corp.	Nevada, USA	100%	100%	Holding company
Next Green Wave, LLC	California, USA	100%	100%	California license holding company; cannabis cultivation and processing
Planet 13 Illinois, LLC	Illinois, USA	100%	100%	Illinois license holding company
BLC NV Food, LLC	Nevada, USA	100%	100%	Holding company for By The Slice LLC
By The Slice, LLC	Nevada, USA	100%	100%	Subsidiary of BLC NV Food, LLC; restaurant and retail operations
Planet 13 Chicago, LLC	Illinois, USA	100%	100%	Holding company
Planet 13 Florida, Inc.	Florida, USA	100%	100%	Florida license holding company
Planet 13 Real Prop, LLC	Florida, USA	100%	100%	Holding company
Planet 13 Lifestyles LLC	Nevada, USA	100%	0%	Retail sales of apparel and accessories
Club One Three, LLC	Nevada, USA	100%	100%	Inactive

Foreign Currency Transactions and Translations Policy [Policy Text Block]

ii)	Functional currency

These unaudited condensed consolidated interim financial statements are presented in U.S. Dollars (“USD”), which is the Company’s and its subsidiaries’ functional currency.

Emerging Growth Company [Policy Text Block]

iii)	Emerging growth company

Note 2 - Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Subsidiaries [Table Text Block]

Subsidiaries as at March 31, 2024	*Jurisdiction of Incorporation*	*Ownership Interest 2024*	*Ownership Interest 2023*	*Nature of Business*

MM Development Company, Inc. ("MMDC")	Nevada, USA	100%	100%	Nevada license holding company; vertically integrated cannabis operations
BLC Management Company LLC	Nevada, USA	100%	100%	Management/holding company
LBC CBD LLC ("LBC")	Nevada, USA	100%	100%	CBD retail sales and marketing
Newtonian Principles Inc.	California, USA	100%	100%	California license holding company; cannabis retail sales
Crossgate Capital U.S. Holdings Corp.	Nevada, USA	100%	100%	Holding company
Next Green Wave, LLC	California, USA	100%	100%	California license holding company; cannabis cultivation and processing
Planet 13 Illinois, LLC	Illinois, USA	100%	100%	Illinois license holding company
BLC NV Food, LLC	Nevada, USA	100%	100%	Holding company for By The Slice LLC
By The Slice, LLC	Nevada, USA	100%	100%	Subsidiary of BLC NV Food, LLC; restaurant and retail operations
Planet 13 Chicago, LLC	Illinois, USA	100%	100%	Holding company
Planet 13 Florida, Inc.	Florida, USA	100%	100%	Florida license holding company
Planet 13 Real Prop, LLC	Florida, USA	100%	100%	Holding company
Planet 13 Lifestyles LLC	Nevada, USA	100%	0%	Retail sales of apparel and accessories
Club One Three, LLC	Nevada, USA	100%	100%	Inactive

Note 3 - Inventory (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	*March 31,*		December 31,
	*2024*		2023

Raw materials	$	6,005,882	$	5,810,800
Packaging and miscellaneous		2,369,061		1,758,152
Work in progress		3,539,018		3,375,296
Finished goods		5,084,864		4,816,400
	$	16,998,825	$	15,760,648

Note 4 - Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

	*March 31,*		December 31,
	*2024*		2023

Security deposits	$	470,256	$	306,561
Advertising and Marketing		42,920		27,222
Prepaid rent		397,299		410,313
Insurance		628,380		779,638
License fees		124,087		126,923
Miscellaneous		1,230,335		2,422,163
	$	2,893,277	$	4,072,820

Note 5 - Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Property, Plant and Equipment [Table Text Block]

	*Land and*							*Leasehold*		*Construction*
	*Improvements*		*Buildings*		*Equipment*			*Improvements*		*in Progress*			*Total*
Gross carrying amount

At December 31, 2023	$	6,691,107	$	17,639,365	$	13,843,385		$	64,551,017	$	5,583,614		$	108,308,488
Additions		-		830,168		345,749			-		1,703,203			2,879,120
Disposals		-		-		(19,445	)		-		(62,960	)		(82,405	)
At March 31, 2024	$	6,691,107	$	18,469,533	$	14,169,689		$	64,551,017	$	7,223,857		$	111,105,203

Depreciation

At December 31, 2023	$	262,259	$	914,436	$	8,803,434		$	30,776,662	$	-		$	40,756,791
Additions		5,546		189,400		602,230			2,220,544		-			3,017,720
Disposals		-		-		(11,633	)		-		-			(11,633	)
At March 31, 2024	$	267,805	$	1,103,836	$	9,394,031		$	32,997,206	$	-		$	43,762,878

Carrying amount

At December 31, 2023	$	6,428,848	$	16,724,929	$	5,039,951		$	33,774,355	$	5,583,614		$	67,551,697
At March 31, 2024	$	6,423,302	$	17,365,697	$	4,775,658		$	31,553,811	$	7,223,857		$	67,342,325

Note 6 - Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	*Retail Dispensary Santa Ana*		*Retail Dispensary Clark County*		*Cultivation and Production Clark County*		*Cultivation Coalinga CA*		*Retail Dispensary Waukegan IL*		*Other*		*Total*
Gross carrying amount

Balance, December 31, 2023	$	6,151,343	$	690,000	$	709,798	$	5,860,000	$	1,812,656	$	30,000	$	15,253,797
Additions		-		-		-		-		-		-		-
Balance at March 31, 2024	$	6,151,343	$	690,000	$	709,798	$	5,860,000	$	1,812,656	$	30,000	$	15,253,797

Note 7 - Leases (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Lease, Cost [Table Text Block]

	*Three Months Ended*
	*March 31,*		March 31,
	*2024*		2023

Operating lease costs	$	1,264,185	$	1,244,641
Short term lease expense		12,550		4,596
Total lease costs	$	1,276,735	$	1,249,237

March 31, 2024

March 31, 2023

Finance

Operating

Finance

Operating

Lease

Lease

Weighted average discount rate

15.00

15.00

Weighted average remaining lease term

11.26

13.02

Lessee, Lease, Liability, Maturity [Table Text Block]

	*2024*			2023
	*Operating*			Operating
	*Lease*			Lease

2024	$	3,309,076		$	4,226,472
2025		4,486,721			4,318,603
2026		4,496,777			4,323,725
2027		4,592,372			4,414,249
2028		4,769,066			4,585,323
2029		4,942,234			4,753,273
2030		4,391,369			-
Thereafter		42,044,848			46,355,092

Total undiscounted lease liabilities		73,032,463			72,976,737
Interest on lease liabilities		(46,451,583	)		(47,030,437	)
Total present value of minimum lease payments		26,580,880			25,946,300
Lease liability - current portion		(779,389	)		(674,594	)
Lease liability	$	25,801,491		$	25,271,706

Note 8 - Notes Payable (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Debt [Table Text Block]

	*March 31,*			December 31,
	*2024*			2023

Promissory note dated November 4, 2015, with semi-annual interest at 5.0%, secured by deed of trust, due December 1, 2019		884,000			884,000

	$	884,000		$	884,000
Less current portion		(884,000	)		(884,000	)
	$	-		$	-

Stated maturities of debt obligations are as follow:

Next 12 months Promissory Note				$	884,000

Note 9 - Share Capital (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Common Stock Outstanding Roll Forward [Table Text Block]

		*Number of Shares of Common Stock*

		*March 31,*		December 31,
		*2024*		2023
Common Stock
Balance at January 1			223,317,270		220,470,061
Shares issued on settlement of RSUs	i.		1,224,278		783,832
Shares issued on exercise of purchase option (Note 6)	ii.		-		1,063,377
Shares issued on legal settlement	iii.		-		1,000,000
Shares issued on public offering	iv.		18,750,000		-

*Total shares of common stock outstanding*			243,291,548		223,317,270

Note 10 - Warrants (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	*March 31, 2024*		*Weighted Average Exercise Price - USD*		*December 31, 2023*			*Weighted Average Exercise Price - CAD*

Balance - beginning of period		-	$	-		5,206,463		$	8.88
Exercised		-	$	-		-		$	-
Issued		18,750,000	$	0.77		-		$	-
Expired		-	$	-		(5,206,463	)	$	8.88
Balance - end of period		18,750,000	$	0.77		-		$	-

Warrants [Member]

Notes Tables

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	*March 31,*		December 31,
	*2024*		2023

Balance - beginning of period	$	-	$	18,127
Expirations		-		(18,127	)
Foreign exchange		-		-
Change in fair value		-		-
Balance - end of period	$	-	$	-

Note 11 - Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	*Exercise price*		*March 31, 2024*		*March 31, 2024*		*December 31, 2023*		*December 31, 2023*
Expiry Date		*CAD$*	*Outstanding*		*Exercisable*		*Outstanding*		*Exercisable*

November 21, 2024	$	1.31		185,203		185,203		185,203		185,203
February 27, 2025	$	1.31		51,525		51,525		51,525		51,525
December 15, 2025	$	3.06		269,075		269,075		269,075		269,075
September 30, 2026	$	4.37		97,322		97,322		97,322		97,322
				603,125		603,125		603,125		603,125

Schedule of Stock Options Roll Forward [Table Text Block]

	*March 31, 2024*		*Weighted Average Exercise Price - CAD*		December 31, 2023			Weighted Average Exercise Price - CAD

Balance - beginning of period		603,125	$	2.58		792,518		$	2.34
Expired		-		-		(189,393	)		2.46
Balance - end of period		603,125	$	2.58		603,125		$	2.58

Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

	*March 31,*			December 31,
	*2024*			2023

Balance - beginning of period		1,122,429			2,464,928
Issued		485,185			-
Exercised		(1,224,278	)		(783,832	)
Surrendered for taxes		(83,333	)		(477,506	)
Forfeited		-			(81,161	)
Rounding adjustment		(3	)		-
Balance - end of period		300,000			1,122,429

Note 12 - Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Three Months Ended*
	*March 31,*			March 31,
	*2024*			2023

Loss available to common shareholders	$	(5,873,769	)	$	(8,480,149	)

Weighted average number of shares outstanding, basic and diluted		228,437,545			221,084,457

Basic and diluted loss per share	$	(0.03	)	$	(0.04	)

Note 13 - General and Administrative (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of General and Administrative Expense [Table Text Block]

	*Three Months Ended*
	*March 31,*		March 31,
	*2024*		2023

Salaries and wages	$	3,665,242	$	3,670,072
Share based compensation		104,338		720,991
Executive compensation		632,362		731,177
Licenses and permits		561,616		641,602
Payroll taxes and benefits		973,275		872,173
Supplies and office expenses		240,820		319,086
Subcontractors		117,219		506,787
Professional fees (legal, audit and other)		2,171,039		2,211,799
Miscellaneous general and administrative expenses		1,558,876		1,281,320
	$	10,024,787	$	10,955,007

Note 14 - Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

	*Three Months Ended*
	*March 31,*			March 31,
Change in Working Capital	*2024*			2023

Accounts Receivable	$	160,462		$	100,354
Inventory		(1,238,177	)		(1,295,309	)
Prepaid Expenses and Other Assets		1,179,543			784,157
Long-term Deposits and Other Assets		69,096			-
Deferred Tax Assets		(19,158	)		70,169
Deferred Tax Liabilities		(733	)		(2,170	)
Accounts Payable		(829,695	)		(519,789	)
Accrued Expenses		(956,061	)		(1,534,764	)
Income Taxes Payable		2,716,874			(702,501	)
	$	1,082,151		$	(3,099,853	)

Cash Paid

Interest Paid on Leases	$	989,887		$	3,720,587
Income Taxes	$	-		$	2,965,000

Non-cash Financing and Investing Activities

Shares Issued on Exercise of Purchase Option	$	-		$	964,406
Lease additions	$	725,406		$	954,496
Fixed Asset Amounts in Accounts Payable	$	16,089		$	26,225
Reclassification of long term lease liabilities to current	$	104,795		$	32,318

Note 18 - Disaggregated Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Disaggregation of Revenue [Table Text Block]

	*Three Months Ended*
	*March 31,*		March 31,
	*2024*		2023

Retail	$	19,037,664	$	20,352,966
Wholesale		3,839,807		4,562,430

Net revenues	$	22,877,471	$	24,915,396

Note 1 - Nature of Operations (Details Textual)	Mar. 31, 2024
NEVADA
Number of Licenses for Cultivation, Total	6
Number of Licenses for Cultivation, Medical	3
Number of Licenses for Cultivation, Adult Use	3
Number of Licenses for Production, Total	6
Number of Licenses for Production, Medical	3
Number of Licenses for Production, Adult Use	3
Number of Licenses for Dispensary, Total	3
Number of Licenses for Dispensary, Medical	1
Number of Licenses for Dispensary, Adult Use	2
Number of Licenses for Distribution, Conditional	1
CALIFORNIA
Number of Licenses for Cultivation, Adult Use	2
Number of Licenses for Dispensary, Adult Use	1
Number of Licenses for Distribution, Conditional	1
Number of Licenses for Distribution, Active	1
Number of Licenses for Cultivation Nursey	1
FLORIDA
Number of Licenses for Distribution, Total	1
ILLINOIS
Number of Licenses for Manufacture, Adult Use	1

Note 2 - Basis of Presentation - Subsidiaries (Details)	Mar. 31, 2024	Mar. 31, 2023
MM Development Company, Inc. ("MMDC") [Member]
Ownership Interest	100.00%	100.00%
BLC Management Company LLC [Member]
Ownership Interest	100.00%	100.00%
LBC CBD LLC ("LBC") [Member]
Ownership Interest	100.00%	100.00%
Newtonian Principles Inc. [Member]
Ownership Interest	100.00%	100.00%
Crossgate Capital U.S. Holdings Corp [Member]
Ownership Interest	100.00%	100.00%
Next Green Wave, LLC [Member]
Ownership Interest	100.00%	100.00%
Planet 13 Illinois, LLC [Member]
Ownership Interest	100.00%	100.00%
BLC NV Food, LLC [Member]
Ownership Interest	100.00%	100.00%
By The Slice, LLC [Member]
Ownership Interest	100.00%	100.00%
Planet 13 Chicago, LLC [Member]
Ownership Interest	100.00%	100.00%
Planet 13 Florida, Inc [Member]
Ownership Interest	100.00%	100.00%
Planet 13 Real Prop LLC [Member]
Ownership Interest	100.00%	100.00%
Planet 13 Lifestyles LLC [Member]
Ownership Interest	100.00%	0.00%
Club One Three, LLC [Member]
Ownership Interest	100.00%	100.00%

Note 3 - Inventory (Details Textual) - USD ($)	3 Months Ended
Note 3 - Inventory (Details Textual) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Cost of Goods and Services Sold	$ 12,392,992	$ 14,032,585

Note 3 - Inventory - Components of Inventory (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Raw materials	$ 6,005,882	$ 5,810,800
Packaging and miscellaneous	2,369,061	1,758,152
Work in progress	3,539,018	3,375,296
Finished goods	5,084,864	4,816,400
Inventory, Net	$ 16,998,825	$ 15,760,648

Note 4 - Prepaid Expenses and Other Current Assets (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Security deposits	$ 470,256	$ 306,561
Advertising and Marketing	42,920	27,222
Prepaid rent	397,299	410,313
Insurance	628,380	779,638
License fees	124,087	126,923
Miscellaneous	1,230,335	2,422,163
Prepaid Expense and Other Assets, Current	$ 2,893,277	$ 4,072,820

Note 5 - Property and Equipment (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Depreciation	$ 3,017,720	$ 3,259,999
Property, Plant and Equipment, Transfers on Completion of Projects	0
Cost of Sales [Member]
Depreciation	$ 958,697	$ 1,024,535

Note 5 - Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Gross carrying amount	$ 108,308,488
Additions, Gross carrying amount	2,879,120
Disposals, Gross carrying amount	(82,405)
Gross carrying amount	111,105,203
Balance, Depreciation	40,756,791
Additions, Depreciation	3,017,720	$ 3,259,999
Disposals, Depreciation	(11,633)
Balance, Depreciation	43,762,878
Carrying amount	67,342,325		$ 67,551,697
Land and Land Improvements [Member]
Gross carrying amount	6,691,107
Additions, Gross carrying amount	0
Disposals, Gross carrying amount	0
Gross carrying amount	6,691,107
Balance, Depreciation	262,259
Additions, Depreciation	5,546
Disposals, Depreciation	0
Balance, Depreciation	267,805
Carrying amount	6,423,302		6,428,848
Building [Member]
Gross carrying amount	17,639,365
Additions, Gross carrying amount	830,168
Disposals, Gross carrying amount	0
Gross carrying amount	18,469,533
Balance, Depreciation	914,436
Additions, Depreciation	189,400
Disposals, Depreciation	0
Balance, Depreciation	1,103,836
Carrying amount	17,365,697		16,724,929
Equipment [Member]
Gross carrying amount	13,843,385
Additions, Gross carrying amount	345,749
Disposals, Gross carrying amount	(19,445)
Gross carrying amount	14,169,689
Balance, Depreciation	8,803,434
Additions, Depreciation	602,230
Disposals, Depreciation	(11,633)
Balance, Depreciation	9,394,031
Carrying amount	4,775,658		5,039,951
Leasehold Improvements [Member]
Gross carrying amount	64,551,017
Additions, Gross carrying amount	0
Disposals, Gross carrying amount	0
Gross carrying amount	64,551,017
Balance, Depreciation	30,776,662
Additions, Depreciation	2,220,544
Disposals, Depreciation	0
Balance, Depreciation	32,997,206
Carrying amount	31,553,811		33,774,355
Construction in Progress [Member]
Gross carrying amount	5,583,614
Additions, Gross carrying amount	1,703,203
Disposals, Gross carrying amount	(62,960)
Gross carrying amount	7,223,857
Balance, Depreciation	0
Additions, Depreciation	0
Disposals, Depreciation	0
Balance, Depreciation	0
Carrying amount	$ 7,223,857		$ 5,583,614

Note 6 - Intangible Assets (Details Textual)					3 Months Ended		12 Months Ended
Note 6 - Intangible Assets (Details Textual)	Aug. 28, 2023 USD ($) shares	Aug. 25, 2023 USD ($) $ / shares	Aug. 23, 2023	Feb. 07, 2023 USD ($) $ / shares shares	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jan. 22, 2024 USD ($)	Aug. 25, 2023 $ / shares	Jul. 02, 2023	Feb. 07, 2023 $ / shares
Payments to Acquire Businesses, Gross					$ (0)	$ 866,250
Master License Florida [Member]
Impairment of Intangible Assets (Excluding Goodwill)							$ 46,846,866
Planet 13 Florida, Inc [Member]
Disposal Group, Including Discontinued Operation, Consideration								$ 9,000,000
Planet 13 Illinois, LLC [Member]
Business Acquisition, Percentage of Voting Interests Acquired				51.00%						51.00%	51.00%
Business Combination, Consideration Transferred				$ 1,812,656
Payments to Acquire Businesses, Gross				866,250
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable				$ 946,406
Business Acquisition, Share Price (in CAD per share) \| (per share)				$ 0.89							$ 1.18
Planet 13 Illinois, LLC [Member] \| Common Stock [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares				1,063,377
VidaCann [Member]
Business Combination, Consideration Transferred		$ 48,900,000
Payments to Acquire Businesses, Gross	$ 4,000,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares	78,461,538
Business Combination, Consideration Transferred, Liabilities Incurred	$ 5,000,000
Sale of Stock, Price Per Share (in CAD per share) \| (per share)		$ 0.5071							$ 0.69
Shares Issued, Price Per Share (in CAD per share) \| (per share)		$ 1.3606							$ 1
Short-Term Bank Loans and Notes Payable		$ 3,000,000
Business Acquisition, Pro Forma Ownership of Subsidiary, Former Equity Holders, Diluted			25.20%
Equity Restrictions, Covenant, Percentage			5.00%
VidaCann [Member] \| Related Party [Member]
Other Liabilities, Current		$ 1,500,000
VidaCann [Member] \| VC Advisor [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares	1,307,698

Note 6 - Intangible Assets - Schedule of Intangible Assets (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Intangible assets, gross	$ 15,253,797
Additions	0
Intangible assets, gross	15,253,797
Retail Dispensary Santa Ana [Member]
Intangible assets, gross	6,151,343
Additions	0
Intangible assets, gross	6,151,343
Retail Dispensary Clark County [Member]
Intangible assets, gross	690,000
Additions	0
Intangible assets, gross	690,000
Cultivation and Production Clark County [Member]
Intangible assets, gross	709,798
Additions	0
Intangible assets, gross	709,798
Cultivation, Coalinga, CA [Member]
Intangible assets, gross	5,860,000
Additions	0
Intangible assets, gross	5,860,000
Retail Dispensary, Waukegan, IL [Member]
Intangible assets, gross	1,812,656
Additions	0
Intangible assets, gross	1,812,656
Other Intangible Assets [Member]
Intangible assets, gross	30,000
Additions	0
Intangible assets, gross	$ 30,000

Note 7 - Leases (Details Textual)	3 Months Ended
Note 7 - Leases (Details Textual)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)
Lessee, Operating Lease, Term of Contract, Renewal Periods	2
Operating Lease, Cost	$ 1,264,185	$ 1,244,641
Operating Lease Cost, Capitalized to Inventory	$ 489,239	$ 460,005
Building [Member] \| Minimum [Member]
Lessee, Operating Lease, Term of Contract (Year)	5 years
Building [Member] \| Maximum [Member]
Lessee, Operating Lease, Term of Contract (Year)	21 years

Note 7 - Leases - Lease Cost (Details) - USD ($)	3 Months Ended
Note 7 - Leases - Lease Cost (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Operating lease costs	$ 1,264,185	$ 1,244,641
Short term lease expense	12,550	4,596
Total lease costs	$ 1,276,735	$ 1,249,237
Weighted average discount rate, finance lease	15.00%	15.00%
Weighted average discount rate, operating lease	15.00%	15.00%
Weighted average remaining lease term, operating lease (Year)	11 years 3 months 3 days	13 years 7 days

Note 7 - Leases - Maturity of Contractual Undiscounted Lease Liabilities (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
2024, operating lease	$ 3,309,076		$ 4,226,472
2025, operating lease	4,486,721		4,318,603
2026, operating lease	4,496,777		4,323,725
2027, operating lease	4,592,372		4,414,249
2028, operating lease	4,769,066		4,585,323
2029, operating lease	4,942,234		4,753,273
2030, operating lease	4,391,369		0
Thereafter, operating lease	42,044,848		46,355,092
Total undiscounted lease liabilities, operating lease	73,032,463		72,976,737
Interest on lease liabilities, operating lease	(46,451,583)		(47,030,437)
Total present value of minimum lease payments, operating lease	26,580,880		25,946,300
Lease liability - current portion, operating lease	(779,389)	$ (674,594)	(674,594)
Lease liability, operating lease	$ 25,801,491	$ 25,271,706	$ 25,271,706

Note 8 - Notes Payable - Notes Payable to Non-related Parties (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Promissory note	$ 884,000	$ 884,000
Less current portion	(884,000)	(884,000)
Promissory note dated November 4, 2015 [Member]
Promissory note	$ 884,000	884,000
Next 12 months Promissory Note		$ 884,000

Note 8 - Notes Payable - Notes Payable to Non-related Parties (Details) (Parentheticals)	Mar. 31, 2024	Dec. 31, 2023
Promissory note dated November 4, 2015 [Member]
Interest rate	5.00%	5.00%

Note 9 - Share Capital (Details Textual)				3 Months Ended		12 Months Ended
Note 9 - Share Capital (Details Textual)	Mar. 07, 2024 USD ($) $ / shares shares	Nov. 14, 2023 USD ($) shares	Jul. 02, 2023 shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 $ / shares shares	Nov. 14, 2023 $ / shares	Feb. 07, 2023	Dec. 31, 2022 $ / shares
Common Stock, Shares Authorized (in shares)				1,500,000,000		1,500,000,000
Preferred Stock, Shares Authorized (in shares)				50,000,000		50,000,000
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures (in shares)				1,224,278		783,832
Stock Issued During Period, Shares, Legal Settlement (in shares)				0		1,000,000
Stock Issued During Period, Shares, New Issues (in shares)				18,750,000		0
Common Stock, No Par Value (in dollars per share) \| $ / shares				$ 0		$ 0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	18,750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares				$ 0.77		$ 0			$ 8.88
Proceeds from Issuance of Common Stock \| $				$ 9,913,856	$ 0
Public Offering [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	1
Warrants and Rights Outstanding, Term (Year)	5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares	$ 0.77
Proceeds from Issuance of Common Stock \| $	$ 11,300,000
Public Offering [Member]
Shares Issued, Price Per Share (in CAD per share) \| $ / shares	$ 0.6
Stock Issued During Period, Shares, New Issues (in shares)	18,750,000
Number of Shares Per Unit Issued (in shares)	1
Common Stock, No Par Value (in dollars per share) \| $ / shares	$ 0
Number of Warrants Per Unit (in shares)	1
Claims Advanced by the SDC parties Against Next Green Wave Holdings, Inc [Member]
Stock Issued During Period, Shares, Legal Settlement (in shares)		1,000,000
Payments for Legal Settlements \| $		$ 300,000
Shares Issued, Price Per Share (in CAD per share) \| $ / shares							$ 1
Foreign Currency Exchange Rate, Remeasurement							0.7287
Stock Issued During Period, Value, Legal Settlement \| $		$ 728,700
Planet 13 Illinois, LLC [Member]
Business Acquisition, Percentage of Voting Interests Acquired			51.00%					51.00%
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares)			1,063,377
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)				485,185
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)				185,185
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares)				83,333		477,506
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Settled in Period (in shares)				1,224,278
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares)				0
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures (in shares)						783,832

Note 9 - Share Capital - Number of Common Shares (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Balance at January 1 (in shares)	223,317,270	220,470,061
Shares Issued on Settlement of RSUs (in shares)	1,224,278	783,832
Shares issued on legal settlement (in shares)	0	1,000,000
Stock Issued During Period, Shares, New Issues (in shares)	18,750,000	0
Total shares of common stock outstanding (in shares)	243,291,548	223,317,270
Next Green Wave Holdings Inc.(“NGW”) [Member]
Shares issued on exercise of purchase option (Note 6) (in shares)	0	1,063,377

Note 10 - Warrants (Details Textual)	Mar. 07, 2024 shares
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	18,750,000

Note 10 - Warrants - Summary of Fair Value of Warrant Liability (Details) - Warrants [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Balance	$ 0	$ 18,127
Expirations	0	(18,127)
Foreign exchange	0	0
Change in fair value	0	0
Balance	$ 0	$ 0

Note 10 - Warrants - Summary of the Number of Warrants Outstanding (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Balance - beginning of period, warrants (in shares)	0	5,206,463
Balance - beginning of period, weighted average exercise price (in dollars per share)	$ 0	$ 8.88
Exercised, warrants (in shares)	0	0
Exercised, weighted average exercise price (in dollars per share)	$ 0	$ 0
Issued, warrants (in shares)	18,750,000	0
Issued, weighted average exercise price (in dollars per share)	$ 0.77	$ 0
Expired, warrants (in shares)	0	(5,206,463)
Expired, weighted average exercise price (in dollars per share)	$ 0	$ 8.88
Balance - end of period, warrants (in shares)	18,750,000	0
Balance - end of period, weighted average exercise price (in dollars per share)	$ 0.77	$ 0

Note 11 - Share-based Compensation (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-Based Payment Arrangement, Expense	$ 104,338	$ 720,991
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)	185,185
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares)	83,333		477,506
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised (in shares)	1,224,278		783,832
The Plan and 2023 Equity Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)	22,000,000
The Prior Plans [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Issued Outstanding (in shares)	1,926,861
The 2023 Equity Plan [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)	19,587,954
The Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)	0		0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value	$ 0		$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	0		0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value	0		$ 0
The Plan [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Payment Arrangement, Expense	0	0
The RSU Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Payment Arrangement, Expense	$ 104,338	$ 720,991
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum	10.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)	5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)	485,185	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)	185,185	0
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares)	83,333
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised (in shares)	185,185	0

Note 11 - Share-based Compensation - Summary of Stock Options Outstanding (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Exercise price (in CAD per share)	$ 2.58	$ 2.58	$ 2.34
Outstanding (in shares)	603,125	603,125	792,518
Expires November 21, 2024 [Member]
Exercise price (in CAD per share)	$ 1.31
Outstanding (in shares)	185,203	185,203
Exercisable (in shares)	185,203	185,203
Expires February 27 ,2025 [Member]
Exercise price (in CAD per share)	$ 1.31
Outstanding (in shares)	51,525	51,525
Exercisable (in shares)	51,525	51,525
Expires December 15, 2025 [Member]
Exercise price (in CAD per share)	$ 3.06
Outstanding (in shares)	269,075	269,075
Exercisable (in shares)	269,075	269,075
Expires in September 30, 2026 [Member]
Exercise price (in CAD per share)	$ 4.37
Outstanding (in shares)	97,322	97,322
Exercisable (in shares)	97,322	97,322
Expires in July 6, 2025 [Member]
Outstanding (in shares)	603,125	603,125
Exercisable (in shares)	603,125	603,125

Note 11 - Share-based Compensation - Options Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Balance - beginning of period, options (in shares)	603,125	792,518
Balance - beginning of period, weighted average exercise price (in CAD per share)	$ 2.58	$ 2.34
Expired, options (in shares)	0	(189,393)
Expired, weighted average exercise price (in CAD per share)	$ 0	$ 2.46
Balance - end of period, options (in shares)	603,125	603,125
Balance - end of period, weighted average exercise price (in CAD per share)	$ 2.58	$ 2.58

Note 11 - Share-based Compensation - Summary of RSUs Outstanding (Details) - Restricted Stock Units (RSUs) [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Balance - beginning of period (in shares)	1,122,429	2,464,928
Issued (in shares)	485,185	0
Exercised (in shares)	(1,224,278)	(783,832)
Surrendered for taxes (in shares)	(83,333)	(477,506)
Forfeited (in shares)	0	(81,161)
Rounding adjustment	$ (3)	$ 0
Balance - end of period (in shares)	300,000	1,122,429

Note 12 - Loss Per Share (Details Textual) - shares	3 Months Ended
Note 12 - Loss Per Share (Details Textual) - shares	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	19,653,125	3,257,446

Note 12 - Loss Per Share - Schedule of Loss Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Loss available to common shareholders	$ (5,873,769)	$ (8,480,149)
Basic and diluted (in shares)	228,437,545	221,084,457
Basic and diluted loss per share (in dollars per share)	$ (0.03)	$ (0.04)

Note 13 - General and Administrative - Schedule of General and Administrative Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Salaries and wages	$ 3,665,242	$ 3,670,072
Share-Based Payment Arrangement, Expense	104,338	720,991
Executive compensation	632,362	731,177
Licenses and permits	561,616	641,602
Payroll taxes and benefits	973,275	872,173
Supplies and office expenses	240,820	319,086
Subcontractors	117,219	506,787
Professional fees (legal, audit and other)	2,171,039	2,211,799
Miscellaneous general and administrative expenses	1,558,876	1,281,320
General and Administrative Expense	$ 10,024,787	$ 10,955,007

Note 14 - Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounts Receivable	$ 160,462	$ 100,354
Inventory	(1,238,177)	(1,295,309)
Prepaid Expenses and Other Assets	1,179,543	784,157
Long-term Deposits and Other Assets	69,096	0
Deferred Tax Assets	(19,158)	70,169
Deferred Tax Liabilities	(733)	(2,170)
Accounts Payable	(829,695)	(519,789)
Accrued Expenses	(956,061)	(1,534,764)
Income Taxes Payable	2,716,874	(702,501)
Increase (Decrease) in Operating Capital	1,082,151	(3,099,853)
Interest Paid on Leases	989,887	3,720,587
Income Taxes	0	2,965,000
Non-cash Financing and Investing Activities
Lease additions	725,406	954,496
Fixed Asset Amounts in Accounts Payable	16,089	26,225
Reclassification of long term lease liabilities to current	104,795	32,318
Shares Issued on Exercise of Purchase Option [Member] \| Next Green Wave Holdings Inc.(“NGW”) [Member]
Non-cash Financing and Investing Activities
Shares Issued on Exercise of Purchase Option	$ 0	$ 964,406

Note 16 - Commitments and Contingencies (Details Textual) Pure in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Loss Contingency, Pending Claims, Number	0	0
Capital Addition Purchase Commitments [Member]
Long-Term Purchase Commitment, Amount	$ 2,157,092	$ 3,140,447

Note 17 - Risks (Details Textual) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Cash	$ 0	$ 65,202
Sensitivity Analysis of Foreign Currency, Impact of 10 Percent Adverse Change in Conversion Rate	$ 0

Note 18 - Disaggregation of Revenue - Disaggregation of Revenue (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net revenues	$ 22,877,471	$ 24,915,396
Retail [Member]
Net revenues	19,037,664	20,352,966
Wholesale [Member]
Net revenues	$ 3,839,807	$ 4,562,430

Note 19 - Government Assistance Program (Details Textual) - USD ($)	Jun. 15, 2023	Dec. 27, 2020	Mar. 27, 2020
Employee Retention Credit, Available Credit, Percentage of Qualified Wages		70.00%	50.00%
Employee Retention Credit, Qualified Wages, Maximum Amount Per Quarter		$ 10,000	$ 10,000
Employee Retention Credit, Maximum Wages Per Qualified Employee Per Quarter		$ 7,000	$ 5,000
ERC Credit [Member]
Government Assistance, Amount	$ 1,955,711

Note 20 - Provision for Stolen Funds (Details Textual) - USD ($)				1 Months Ended	3 Months Ended
	Jan. 31, 2024	Jan. 22, 2024	Nov. 17, 2023	Nov. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Provision for Misappropriated Funds					$ (0)	$ 2,000,000
Misappropriation By El Capitan [Member]
Restricted Cash	$ 2,000,000		$ 5,400,000
Restricted Cash, Released	$ 3,400,000
Misappropriation By El Capitan [Member] \| El Capitan Lawsuit [Member]
Loss Contingency, Damages Awarded, Value			$ 35,000,000
Loss Contingency, Damages Sought, Value		$ 16,500,000		$ 16,500,000