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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ary pressure; unanticipated expenses; commercial disputes or claims; limitations on insurance coverage; availability and expectations regarding of cash flow to fund capital requirements; the product ... |
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but are not limited to, those discussed in Part I of this Form 10-K under Item 1A., “Risk Factors,” and we urge readers to consider these risks and uncertainties in evaluating our forward-looking st... |
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data and knowledge of this industry that we believe to be reasonable. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made an... |
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Holdings, Inc. (“AWH,” “Ascend,” “we,” “us,” “our,” or the “Company”) is a vertically integrated multi-state cannabis operator focused on operating in adult-use or near-term adult-use states in prim... |
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CQX”) under the symbol “AAWH.” Ascend is an emerging growth company under federal securities laws and as such Ascend is able to elect to follow scaled disclosure requirements for this filing.
Ascend... |
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December 31, 2022, the Company opened dispensaries in New Bedford, Massachusetts and Grand Rapids, Michigan. Ascend Wellness Holdings, Inc. has fully-financed expansion plans to achieve 39 total ope... |
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the use of the cannabis plant. As of March 1, 2023, AWH employed approximately 2,000 people across the cultivation, processing, retail, and corporate functions.
The following organizational chart d... |
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Floor, New York, NY 10018.
History of the Company
Founding and Incorporation
Ascend Wellness Holdings, Inc. was originally formed on May 15, 2018 as Ascend Group Partners, LLC, and changed its na... |
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Inc.
Following the Conversion, the Company has authorized 750,000,000 shares of Class A common stock with a par value of $0.001 per share, 100,000 shares of Class B common stock with a par value of... |
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.
Initial Public Offering
On May 4, 2021, the Company completed an Initial Public Offering (“IPO”) of its Class A common stock, in which it issued and sold 10.0 million shares of Class A common sto... |
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Real Estate Preferred Units then-outstanding automatically converted into a total of 113.3 million shares of Class A common stock and 65 thousand historical common units were allocated as shares of ... |
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200.9 million fully diluted shares outstanding, including approximately 188.0 million shares of Class A common stock, approximately 0.1 million shares of Class B common stock, and approximately 7.1 m... |
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a $210.0 million term loan (the “Term Loan”) that bears interest at a rate of 9.5% per annum, due quarterly. Proceeds from the Term Loan were used, in part, to prepay approximately $75.6 million of ... |
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ol, Massachusetts cultivation facility is located. In April 2020, AWH executed a sale leaseback agreement with Innovative Industrial Properties, Inc. (“IIP”) with a sale price of $26.8 million and a ... |
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WH acquired the real property where its Lansing, Michigan cultivation facility is located. In July 2019, AWH executed a sale leaseback agreement with IIP with a sale price of $4.8 million and a TIA o... |
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million, excluding transaction costs. Each of the lease agreements provide for a capital expenditure allowance of up to $3.0 million.
On November 22, 2022, the Company filed a registration statemen... |
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million worth of shares of Class A common stock, preferred stock, warrants, debt securities, subscription rights and/or units of the Company (“Securities”) for a period of three years. The terms of ... |
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. Growth via acquisition has allowed Ascend to strategically select and to operate primarily in highly competitive market dynamics. Ascend Wellness Holdings, Inc.’s key transactions are detailed in t... |
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2 Dispensaries
Chicago, IL (Logan Square and River North)
Signed in August 2020 and close in December 2020
This acquisition was the Company’s first entry into the Chicago market and was included i... |
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-Rochelle Park, NJ-Fort Lee, NJCultivation located in: -Franklin, NJ
September 2020
At the time of acquisition, only the Montclair location was operational. We subsequently opened the Rochelle Park... |
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the Archer location was operational and the Ascend by Midway - Chicago Ridge location opened in April 2021. Midway has been included in our consolidated results as a VIE since the initial signing in... |
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prior to that date. Two dispensaries in the Grand Rapids, MI area opened in September 2020 and March 2021, and a third opened in early 2023. The Battle Creek and Detroit area dispensaries each opene... |
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ensary
Coshocton, OH
December 2021
Medical dispensary located in the greater Columbus area.
Story of PA CR, LLC
6 Dispensaries and 1 Cultivation
1 Scranton, PA-1 Wayne, PA
April 2022
Clinical... |
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in the process of building the 3 dispensaries. Ascend Wellness Holdings, Inc. plans for Cincinnati to be a “flagship” location.
HG Holding, LLC
1 Dispensary
1 Tinley Park, IL
Definitive agreemen... |
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closed on the acquisition to acquire a processing facility which will process material produced at the nearby Monroe, OH cultivation facility.
Devi Holdings, Inc
4 Dispensaries
1 Aberdeen, MD- 1 ... |
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-owned retail stores and to third-party licensed retail cannabis stores. Ascend believes in bettering lives through cannabis. The mission is to improve the lives of its employees, patients, customers... |
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. All of the expansion plans are subject to capital allocation decisions, the evolving regulatory environment and the COVID-19 pandemic. See “
Forward-Looking Statements.
Product Offering
Ascend p... |
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Ascend’s in-house brands offer a variety of options to satisfy every potential customer’s budget and preference. Ascend’s approach to branding is to have brands that fit the “good”, “better”, and “b... |
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, and Ohio. Ozone Reserve is the “best” offering with premier products including exotic flower, refined concentrates, purified oils, as well as resins and distillates. Ozone Reserve is currently prod... |
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the female demographic. Their “high-times,” “all times,” “good times,” and “half times” mini pre-roll have been well received at AWH retail stores and amongst its wholesale offering.
Lowell Smokes,... |
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vaporizers, with advanced Airo Pro vapor systems designed to create the ideal vaping experience.
While the Company aims to have a plethora of brand offerings, its goal is to have 50% of products so... |
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operates and having 50% of its retail sales come from products it manufactures or produces. This entails controlling the entire supply chain from seed to sale. AWH is currently vertically integrated... |
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location is critical when it comes to the success and long-term sustainability of a dispensary. By situating the stores in marquee locations, AWH believes the barriers to entry for competition are h... |
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on projects which it believes will be accretive to its shareholders. To date, the bulk of the Company’s expansion has been through acquisition. Ascend Wellness Holdings, Inc. views M&A as the fastes... |
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been able to improve the financial performance of acquired assets by implementing its standard operating procedures and technology, thereby allowing for AWH to make acquisitions that create signific... |
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made, AWH has benefited from several cultivation expansion opportunities. Since inception in 2018, the Company completed cultivation builds in Illinois, Massachusetts, Michigan, Pennsylvania, New Je... |
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majority of future growth to be driven by opening new operational facilities and dispensaries under current licenses, expansion of current facilities and increased consumer demand.
Cultivation
AWH... |
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ization, improved cultivation practices, and investments in technology to drive higher yields per square foot than the industry average.
Manufacturing
AWH’s manufacturing operations are centered ar... |
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labor efficiency.
Wholesale distribution
During the fourth quarter of 2022, approximately 55% of AWH wholesale sales were generated by sales of Ascend products to third-party retailers. AWH aims t... |
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category management and expansion. AWH’s development efforts are focused on pre-rolls, vapes, edibles, and other ready-to-use product forms that it expects to outperform whole flower over time. Asce... |
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Miss Grass that has been well received by customers. AWH continues to expand the edibles manufacturing capabilities to provide micro-dose product forms along with additional forms desired by the mar... |
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a major highway or in a highly trafficked downtown.
Vision. Ascend believes in using the power of the cannabis plant to help people better their lives. As a company, AWH has a strong commitment to ... |
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over week sales growth, peak days for volume, transactions, gross margin and other key performance metrics.
High Volume Focus. AWH is focused on driving high transaction volume in its retail stores... |
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90% of customers in Collinsville utilize the Reserve-Online-Pickup-in-Store option.
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Delivery. AWH now has delivery programs out of Newton, Massachusetts; Boston Massachusetts; and throughout Mic... |
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rationalization, so that best-in-class supply partners are providing full end-to-end service across the enterprise. Building a common base of operating procedures, packaging and supply components, a... |
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minority communities, through decades of unjust laws and inequitable enforcement. AWH has been a long standing partner with the Last Prisoner Project (“LPP”) to support their effort to push to get n... |
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25 social equity applicants.
Governance. Governance and disclosure are important to AWH. This year, the Compensation and Governance Committee and the Audit Committee became fully independent. Ascen... |
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to make small changes that have a positive impact on communities and the planet. 67 Ascend employees completed 1,260 actions during the challenge, resulting in: 10,000 gallons of water saved, 104 do... |
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2022 with local chapters of labor unions, with expiration dates ranging from January 2025 to June 2025. One additional collective bargaining agreement was entered into during January 2023 and expires... |
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to work towards achieving a more equitable balance of genders and races across the company and in leadership.
Employee safety and health in the workplace is one of our core values. The COVID-19 pan... |
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out.
Cultivation assets:
Across its cultivation assets, as of December 31, 2022, AWH had 245,000 square feet of total canopy, which is defined as the square footage of flower, vegetation, and prop... |
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are not yet permitted for cultivation operations. The new cultivation plans are flexible and will ultimately depend on market conditions, local licensing, construction, and other regulatory permissi... |
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000
Located in Athol, Massachusetts, the cultivation facility underwent a phase 2 expansion which it completed in 2022. Ascend Wellness Holdings, Inc. recently added ethane and butane-based extracti... |
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31, 2022, AWH had 24 open and operating retail locations. AWH anticipates expanding to 39 open and operating dispensaries by mid-2024, including acquisitions that are pending close. The new store ope... |
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2 in Southern IL bordering Missouri; 2 near Springfield, IL. The state caps recreational dispensary licenses at 10 stores per owner. Ascend Wellness Holdings, Inc. has entered definitive agreements ... |
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2 dispensaries in the greater Columbus area. The state caps dispensary licenses at 5 stores per owner. Ascend Wellness Holdings, Inc. has entered definitive agreement to acquire 1 license which would... |
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, cultivation and other licenses held by each entity, and whether such entity has any operation, cultivation, or processing facilities.
State
Entity
Adult-Use/Medical
Direct/Indirect/ Ancillary
... |
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ast Apothecary LLC
AU
Direct
—(1)
New Jersey
Ascend New Jersey LLC
M, AU
Direct
Michigan
FPAW Michigan LLC
AU, M
Direct
11
19
Ohio
BCCO, LLC
Direct
Ohio
Ohio Cannabis Clinic, LLC
D... |
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including Trulieve Cannabis Corp., Jushi Holdings Inc., Verano Holdings Corp., Cresco Labs Inc., Green Thumb Industries Inc., Curaleaf Holdings Inc., TerrAscend Corp., and Ayr Wellness Inc, among ot... |
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threat today, AWH anticipates pharmaceutical companies gaining a larger presence in the industry if and when cannabis is rendered federally legal.
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Ascend Wellness Holdings, Inc. believes it is ... |
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been able to leverage its extensive capital markets knowledge, securing $275.0 million in senior debt with an interest rate of 9.5% per annum, which at the time of the deal was an industry leading c... |
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Main & Main, surrounded by other top tier businesses such as Trader Joe’s & Starbucks. This is because AWH entered the business slightly later than some of its peers. In doing so, the Company strate... |
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“Staff Notice 51-532”), which provides specific disclosure expectations for issuers that currently have, or are in the process of developing, cannabis related activities in the United States as permi... |
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into a definitive agreement (the “Maryland Agreement”) to acquire 100% of the membership interests of Devi Holdings, Inc. (“Devi”), which owns and operates four licensed medical cannabis dispensarie... |
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state and local cannabis rules and regulations, and intend to publicly disclose any material non-compliance, citations, or notices of violation which may have an impact on our licenses, business act... |
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in a schedule. Cannabis is classified as a Schedule I controlled substance. The CSA explicitly prohibits the manufacturing, distribution, selling, and possession of cannabis and cannabis-derived pro... |
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two epilepsy conditions. The FDA has not approved cannabis or cannabis derived compounds as a safe and effective drug for any other condition. Moreover, under the 2018 Farm Bill or Agriculture Impro... |
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To date, there are 37 states, plus the District of Columbia (and the territories of Guam, Puerto Rico, the U.S. Virgin Islands and the Northern Mariana Islands), that have laws and/or regulations th... |
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laws for medical cannabis patients.
State laws that permit and regulate the production, distribution and use of cannabis for adult-use or medical purposes are in direct conflict with the CSA, which... |
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’s activities are compliant with applicable United States state and local law, strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under ... |
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regulatory and enforcement systems to control the cultivation, processing, distribution, sale and possession of cannabis. As such, conduct in compliance with those laws and regulations is less likel... |
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Jeff Sessions issued the Sessions Memorandum, which rescinded the Cole Memorandum effective upon its issuance. The Sessions Memorandum stated, in part, that current law reflects “Congress’ determina... |
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to decide whether to prosecute cannabis activities, despite the existence of state-level laws that may be inconsistent with federal prohibitions. No direction was given to federal prosecutors in the... |
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under President Biden and Attorney General Garland, confirmed on March 10, 2021, will re-adopt the Cole Memorandum or announce a substantive cannabis enforcement policy. At Mr. Garland’s confirmatio... |
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to support or derived from its cannabis operations, (ii) the arrest of its employees, directors, officers, managers and investors, and charges of ancillary criminal violations of the Controlled Subs... |
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), there is a risk that federal authorities may enforce current U.S. federal law criminalizing cannabis.
While federal prosecutors appear to continue to use the Cole Memorandum’s priorities as an en... |
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a Schedule I controlled substance at the federal level. The U.S. federal government has always reserved the right to enforce federal law in regard to the sale and disbursement of medical or adult-us... |
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to cannabis businesses. While Congress is considering legislation that may address these issues, there can be no assurance of the content of any proposed legislation or that such legislation is ever... |
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s are divided into three categories - cannabis limited, cannabis priority, and cannabis terminated - based on the financial institution’s belief that the business in question follows state law, is op... |
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was not a DOJ priority.
However, former Attorney General Sessions’ revocation of the Cole Memorandum and the 2014 Cole Memorandum has not affected the status of the FinCEN Memorandum, nor has the D... |
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difficult for cannabis-based businesses to open and maintain a bank account with any bank or other financial institution.
One legislative safeguard for the medical cannabis industry, appended to th... |
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the Consolidated Appropriations Act, 2022 signed into law by President Biden on March 15, 2022. The Rohrabacher/Blumenauer Amendment will remain effective through December 16, 2022. The Rohrabacher/... |
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ission of the Cole Memorandum, the DOJ appears to continue to adhere to the enforcement priorities set forth in the Cole Memorandum. The Cole Memorandum and the Rohrabacher/Blumenauer Amendment gave ... |
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township, borough, and other political/administrative divisions;
ensure that its cannabis related activities adhere to the scope of the licensing obtained (for example: in the states where cannabis... |
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cover or pretense for trafficking of other illegal drugs, and is not engaged in any other illegal activity, or any activities that are contrary to any applicable anti-money laundering statutes; and
... |
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MORE Act was not passed by the Senate prior to the end of the 116th Congress, but an updated version was subsequently reintroduced in the House of Representatives on May 28, 2021. On September 30, 2... |
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the United States to cannabis-related legitimate businesses and service providers, was introduced in the House of Representatives on March 7, 2019 with bipartisan support. On April 11, 2019, S. 1200... |
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Emergency Solutions Act. However, that measure also stalled in the Senate. The SAFE Banking Act passed the House again on April 19, 2021 as H.R. 1996, by a vote of 321 – 101. On September 23, 2021, ... |
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version of the bill, which was passed on March 28, 2022, removed the provisions related to the SAFE Banking Act. There is no guarantee the SAFE Banking Act will become law in its current form, if at... |
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Human Services and Attorney General Merrick Garland to initiate a review of marijuana’s classification as a Schedule I controlled substance under the CSA. The timing and outcome of this review is un... |
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Research Expansion Act is the first piece of standalone federal cannabis reform legislation in U.S
19
history. Among other things, the Research Expansion Act ; (i) directs the DEA to register prac... |
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patients; and (v) directs the DHHS to coordinate with the National Institutes of Health and other agencies to report on the “therapeutic potential” of cannabis for conditions such as epilepsy, and t... |
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the House of Representatives on December 23, 2022, and the Senate on December 22, 2022, failed to include the Safe Banking Act or any of its provisions.
As of December 31, 2022, there can be no ass... |
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state in which we currently operate. We have in place a detailed compliance program and an internal legal and compliance department, and we are building out our operational compliance team across al... |
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POS software; audit procedures; epidemic responses; emergency situation response; dispensing procedures; patient/client check-in procedure; employee education and consultation materials; packaging a... |
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irrigation systems; fertilizer; beneficial organisms; climate control; transplanting; inventory tagging; pruning; defoliation; drying, trimming and curing; storage of products; maintaining confident... |
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the regulation and criminalization of cannabis.
Further, we have created comprehensive standard operating procedures that include detailed descriptions and instructions for receiving shipments of i... |
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purchase and sale transactions may be completed online. A patient, patient’s primary caregiver or customer may reserve products online, but the patient or customer must be physically present at one ... |
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dispensing limits. Once the foregoing is verified, the patient or the patient’s primary caregiver may pay for the products to complete the purchase. If the customer does not have valid identificatio... |
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an ongoing basis in accordance with our compliance program and standard operating procedures. While our operations are in full compliance with all applicable state laws, regulations and licensing re... |
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