Vireo Growth (VREO) 10-Q 13 Nov 24 2024 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2024	Nov. 11, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Securities Act File Number	000-56225
Entity Registrant Name	Vireo Growth Inc.
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	82-3835655
Entity Address, Address Line One	207 South 9th Street
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55402
City Area Code	(612)
Local Phone Number	999-1606
Title of 12(b) Security	None
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001771706
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Subordinate Voting Shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		200,464,196
Multiple Voting Shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		298,314
Super Voting Shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		0

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 7,279,864	$ 15,964,665
Accounts receivable, net of credit losses of $259,011 and $254,961, respectively	2,848,625	3,086,640
Income tax receivable	11,916,964	12,278,119
Inventory	19,845,927	19,285,870
Prepayments and other current assets	1,832,991	1,336,234
Notes receivable, current	0	3,750,000
Warrants held	5,221,971	1,937,352
Assets Held for Sale	95,017,740	91,213,271
Total current assets	143,964,082	148,852,151
Property and equipment, net	30,509,180	23,291,183
Operating lease, right-of-use asset	10,757,904	2,018,163
Intangible assets, net	8,104,140	8,718,577
Deposits	533,745	383,645
Total assets	193,869,051	183,263,719
Current liabilities
Accounts payable and accrued liabilities	9,168,748	7,674,389
Long-Term debt, current portion	1,144,000	60,220,535
Right of use liability	1,254,672	890,013
Uncertain tax liability	28,766,000	22,356,000
Liabilities held for sale	88,437,021	88,326,323
Total current liabilities	128,770,441	179,467,260
Right-of-use liability	19,051,693	10,543,934
Other long-term liabilities	216,938	155,917
Convertible debt, net		9,140,257
Long-Term debt, net	56,833,206
Total liabilities	204,872,278	199,307,368
Commitments and contingencies (refer to Note 17)
Stockholders' deficiency
Additional Paid in Capital	204,731,053	187,384,403
Accumulated deficit	(215,734,280)	(203,428,052)
Total stockholders' deficiency	(11,003,227)	(16,043,649)
Total liabilities and stockholders' deficiency	193,869,051	183,263,719
Subordinate Voting Shares
Stockholders' deficiency
Common stock
Multiple Voting Shares
Stockholders' deficiency
Common stock
Super Voting Shares
Stockholders' deficiency
Common stock

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Common stock
Accounts receivable, credit losses	$ 259,011	$ 254,961
Subordinate Voting Shares
Common stock
Common stock, authorized	Unlimited	Unlimited
Common stock, issued	200,464,196	110,007,030
Common stock, outstanding	200,464,196	110,007,030
Multiple Voting Shares
Common stock
Common stock, authorized	Unlimited	Unlimited
Common stock, issued	298,314	331,193
Common stock, outstanding	298,314	331,193
Super Voting Shares
Common stock
Common stock, authorized	Unlimited	Unlimited
Common stock, issued	0	0
Common stock, outstanding	0	0

CONSOLIDATED STATEMENTS OF NET

CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS
Revenue	$ 25,165,343	$ 24,675,145	$ 74,360,905	$ 63,960,125
Cost of sales
Product costs	12,448,373	10,493,561	36,111,865	30,347,357
Inventory valuation adjustments	393,000	984,196	130,000	1,563,872
Gross profit	12,323,970	13,197,388	38,119,040	32,048,896
Operating expenses:
Selling, general and administrative	6,911,278	6,749,314	21,527,122	21,965,576
Stock-based compensation expenses	1,304,919	296,617	1,424,140	4,009,415
Depreciation	76,292	99,929	222,763	377,121
Amortization	180,034	180,034	540,101	498,828
Total operating expenses	8,472,523	7,325,894	23,714,126	26,850,940
Income from operations	3,851,447	5,871,494	14,404,914	5,197,956
Other income (expense):
Gain (loss) on disposal of assets		(50,686)	(218,327)	(2,798,567)
Interest expenses, net	(7,363,655)	(7,915,658)	(23,604,746)	(22,795,242)
Other income (expenses)	970,850	345,824	3,881,931	6,166,472
Other income (expenses), net	(6,392,805)	(7,620,520)	(19,941,142)	(19,427,337)
Loss before income taxes	(2,541,358)	(1,749,026)	(5,536,228)	(14,229,381)
Current income tax expenses	(2,385,000)	(3,980,000)	(6,770,000)	(7,357,871)
Deferred income tax recoveries		500,000		623,000
Net loss and comprehensive loss	$ (4,926,358)	$ (5,229,026)	$ (12,306,228)	$ (20,964,252)
Net loss per share - basic (in dollars per share)	$ (0.02)	$ (0.04)	$ (0.08)	$ (0.16)
Net loss per share - diluted (in dollars per share)	$ (0.02)	$ (0.04)	$ (0.08)	$ (0.16)
Weighted average shares used in computation of net loss per share - basic (in shares)	201,377,275	141,332,852	162,836,874	132,576,879
Weighted average shares used in computation of net loss per share - diluted (in shares)	201,377,275	141,332,852	162,836,874	132,576,879

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($)	Common stock Subordinate Voting Shares	Common stock Multiple Voting Shares	Common stock Super Voting Shares	Additional Paid In Capital	Accumulated Deficit	Subordinate Voting Shares	Multiple Voting Shares	Super Voting Shares	Total
Balance at the beginning at Dec. 31, 2022				$ 181,321,847	$ (177,880,963)				$ 3,440,884
Balance at the beginning (in shares) at Dec. 31, 2022	86,721,030	348,642	65,411
Conversion of MVS shares (in shares)	70,200	(702)							70,200
Conversion of Super Voting Shares (in shares)	6,541,100		(65,411)						6,541,100
Stock-based compensation				2,765,011					$ 2,765,011
Warrants exercised				497,055					497,055
Shares issued				1,407,903					1,407,903
Shares issued (in shares)	15,000,000
Net Loss					(20,964,252)				(20,964,252)
Balance at the end at Sep. 30, 2023				185,991,816	(198,845,215)				(12,853,399)
Balance at the end (in shares) at Sep. 30, 2023	108,332,330	347,940
Balance at the beginning at Jun. 30, 2023				185,691,379	(193,616,189)				(7,924,810)
Balance at the beginning (in shares) at Jun. 30, 2023	86,721,030	348,642	65,411
Conversion of MVS shares (in shares)	70,200	(702)
Conversion of Super Voting Shares (in shares)	6,541,100		(65,411)
Stock-based compensation				300,437					300,437
Shares issued (in shares)	15,000,000
Net Loss					(5,229,026)				(5,229,026)
Balance at the end at Sep. 30, 2023				185,991,816	(198,845,215)				(12,853,399)
Balance at the end (in shares) at Sep. 30, 2023	108,332,330	347,940
Balance at the beginning at Dec. 31, 2023				187,384,403	(203,428,052)				(16,043,649)
Balance at the beginning (in shares) at Dec. 31, 2023	110,007,030	331,193				110,007,030	331,193	0
Conversion of MVS shares (in shares)	3,287,900	(32,879)
Stock-based compensation				1,424,140					1,424,140
Options exercised				16,500					$ 16,500
Options exercised (in shares)	50,000					50,000			50,000
Warrants exercised				43,953					$ 43,953
Warrants exercised (in shares)	303,127					303,127
Shares issued				6,087,500					6,087,500
Shares issued (in shares)	13,800,078
Conversion of convertible debt				9,774,557					9,774,557
Conversion of convertible debt (in shares)	73,016,061					3,287,900
Net Loss					(12,306,228)				(12,306,228)
Balance at the end at Sep. 30, 2024				204,731,053	(215,734,280)				(11,003,227)
Balance at the end (in shares) at Sep. 30, 2024	200,464,196	298,314				200,464,196	298,314	0
Balance at the beginning at Jun. 30, 2024				188,249,124	(210,807,922)				(22,558,798)
Balance at the beginning (in shares) at Jun. 30, 2024	114,605,008	300,714
Conversion of MVS shares (in shares)	240,000	(2,400)
Stock-based compensation				1,304,919					1,304,919
Warrants exercised				14,953					14,953
Warrants exercised (in shares)	103,127
Shares issued				5,387,500					5,387,500
Shares issued (in shares)	12,500,000
Conversion of convertible debt				9,774,557					9,774,557
Conversion of convertible debt (in shares)	73,016,061
Net Loss					(4,926,358)				(4,926,358)
Balance at the end at Sep. 30, 2024				$ 204,731,053	$ (215,734,280)				$ (11,003,227)
Balance at the end (in shares) at Sep. 30, 2024	200,464,196	298,314				200,464,196	298,314	0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			$ (12,306,228)	$ (20,964,252)
Adjustments to reconcile net loss to net cash used in operating activities:
Inventory valuation adjustments			130,000	1,563,872
Depreciation	$ 76,292	$ 99,929	222,763	377,121
Depreciation capitalized into inventory			1,678,434	1,846,418
Non-cash operating lease expense			323,309	423,821
Amortization of intangible assets			540,101	498,828
Amortization of intangible assets capitalized into inventory			74,336	24,779
Stock-based payments			1,424,140	4,009,415
Warrants receivable				(1,566,445)
Warrants held			(3,284,619)
Interest Expense			3,806,093	5,111,930
Bad debt expense			230,818
Deferred income tax				(623,000)
Accretion			168,464	800,392
Loss on disposal of Red Barn Growers				2,909,757
Loss (gain) on disposal of assets			120,856	(111,190)
Change in operating assets and liabilities:
Accounts Receivable			173,047	(902,709)
Prepaid expenses			(496,757)	684,987
Inventory			(482,192)	(1,932,554)
Income taxes			361,154	6,379,831
Uncertain tax position liabilities			6,410,000
Accounts payable and accrued liabilities			1,213,360	1,079,519
Changes in operating lease liabilities			(404,556)
Change in assets and liabilities held for sale			(3,693,771)	(116,882)
Net cash provided by (used in) operating activities			(3,791,248)	(506,362)
CASH FLOWS FROM INVESTING ACTIVITIES:
PP&E Additions			(8,974,901)	(2,630,724)
Proceeds from notes receivable (Note 6)			3,600,000
Intangible license additions				(1,090,919)
Proceeds from sale of Red Barn Growers net of cash				439,186
Proceeds from sale of property, plant, and equipment				242,088
Deposits			(150,100)	(263,545)
Net cash provided by (used in) investing activities			(5,525,001)	(3,303,914)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of issuance costs			1,131,400
Proceeds from convertible debt, net of issuance costs				5,348,140
Proceeds from issuance of shares			700,000
Proceeds from warrant exercises			43,953
Proceeds from option exercises			16,500
Debt principal payments			(1,098,000)	(1,976,362)
Lease principal payments			(162,405)	(1,414,698)
Net cash provided by (used in) financing activities			631,448	1,957,080
Net change in cash			(8,684,801)	(1,853,196)
Cash, beginning of period			15,964,665	15,149,333	$ 15,149,333
Cash, end of period	$ 7,279,864	$ 13,296,137	$ 7,279,864	$ 13,296,137	$ 15,964,665

Description of Business and Sum

Description of Business and Summary	9 Months Ended
	Sep. 30, 2024
Description of Business and Summary
Description of Business and Summary	1. Description of Business and Summary Vireo Growth Inc. (“ Vireo Growth Company Goodness Growth Holdings, Inc. CSE Vireo Growth is a cannabis company whose mission is to provide safe access, quality products and value to its customers while supporting its local communities through active participation and restorative justice programs. Vireo Growth operates cannabis cultivation, production, and dispensary facilities in Maryland, Minnesota, and New York, and formerly in Arizona and New Mexico. While marijuana and CBD-infused products are legal under the laws of several U.S. states (with vastly differing restrictions), the United States Federal Controlled Substances Act classifies all “marijuana” as a Schedule I drug. 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 the use of the drug under medical supervision. Recently some federal officials have attempted to distinguish between medical cannabis use as necessary, but adult-use as “still a violation of federal law.” At the present time, the distinction between “medical marijuana” and “adult-use marijuana” does not exist under U.S. federal law. ​ Update on Verano Litigation ​ On October 21, 2022, Vireo Growth commenced an action in the Supreme Court of British Columbia against Verano Holdings Corp. (" Verano ​ On May 2, 2024, the Company filed an application with the Supreme Court of British Columbia for summary determination. The Company is seeking substantial damages, specifically $860.9 million, as well as other costs and legal fees, based on Verano’s breach of contract and of its duty of good faith and honest performance. ​ Due to uncertainties inherent in litigation, it is not possible for Vireo Growth to predict the timing or final outcome of the legal proceedings against Verano or to determine the amount of damages, if any, that may be awarded. ​ The termination of the Arrangement Agreement gives rise to substantial doubt about the Company’s ability to continue as a going concern. Company management is working with the Company’s lenders, counsel, and other applicable parties to implement a plan to effectively mitigate the conditions giving rise to substantial doubt. Elements of this plan may include, but are not limited to, asset sales, debt restructuring, and capital raises. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the Company’s continuance as a going concern is dependent on its future profitability and implementation of the aforementioned plan. The Company may not be successful in these efforts.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the United States Securities and Exchange Commission (“ SEC Annual Financial Statements Basis of presentation The accompanying unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP ”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates. Basis of consolidation These unaudited condensed consolidated financial statements include the accounts of the following entities wholly owned, or effectively controlled by the Company during the period ended September 30, 2024: ​ ​ ​ ​ Name of entity Place of incorporation EHF Cultivation Management, LLC ​ Arizona, USA Elephant Head Farm, LLC Arizona, USA HiColor, LLC Minnesota, USA MaryMed, LLC Maryland, USA Mayflower Botanicals, Inc. Massachusetts, USA Minnesota Medical Solutions, LLC Minnesota, USA MJ Distributing C201, LLC ​ Nevada, USA MJ Distributing P132, LLC ​ Nevada, USA Resurgent Biosciences, Inc. Delaware, USA Retail Management Associates, LLC Arizona, USA Verdant Grove, Inc. Massachusetts, USA Vireo Health de Puerto Rico, Inc. Puerto Rico Vireo Health of Nevada 1, LLC Nevada, USA Vireo Health of New Mexico, LLC Delaware, USA Vireo Health of New York, LLC New York, USA Vireo Health of Puerto Rico, LLC Delaware, USA Vireo Health, Inc. Delaware, USA Vireo of Charm City, LLC ​ Maryland, USA XAAS Agro, Inc. Puerto Rico ​ The entities listed are wholly owned or effectively controlled by the Company and have been formed or acquired to support the intended operations of the Company, and all intercompany transactions and balances have been eliminated in the Company's unaudited condensed consolidated financial statements. Red Barn Growers, Inc. and all New Mexico assets and liabilities were divested in June of 2023. Recently adopted accounting pronouncements None. ​ Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, warrants, and restricted stock units. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. The Company recorded a net loss for the three and nine month periods ended September 30, 2024, and 2023, presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods. The anti-dilutive shares outstanding for the nine month periods ended September 30, 2024, and 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ 2024 2023 Stock options ​ 31,440,328 29,633,217 Warrants ​ 19,134,522 9,437,649 RSUs ​ 4,107,749 ​ 2,714,491 Convertible debt ​ — ​ 42,074,926 Total ​ 54,682,599 83,860,283 ​ Revenue Recognition The Company’s primary source of revenue is from wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to adult-use and medical customers. The following table represents the Company’s disaggregated revenue by source: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2024 2023 ​ 2024 2023 Retail ​ $ 19,740,787 ​ $ 20,147,074 ​ $ 60,159,246 ​ $ 53,761,973 Wholesale ​ 5,424,556 ​ 4,528,071 ​ 14,201,659 ​ 10,198,152 Total ​ $ 25,165,343 ​ $ 24,675,145 ​ $ 74,360,905 ​ $ 63,960,125 ​ New accounting pronouncements not yet adopted ASU 2023-07 Improvements to Reportable Segment Disclosures (Topic 280) ASU 2023-09 Improvements to Income Tax Disclosures (Topic 740)

Business Combinations and Dispo

Business Combinations and Dispositions	9 Months Ended
	Sep. 30, 2024
Business Combinations and Dispositions
Business Combinations and Dispositions	3. Business Combinations and Dispositions Assets Held for Sale ​ As of September 30, 2024, the Company identified property and equipment, deposits, and lease assets and liabilities associated with the businesses in New York, Nevada, and Massachusetts with carrying amounts that are expected to be recovered principally through sale or disposal rather than through continuing use. The sale of these assets and liabilities is highly probable, they can be sold in their immediate condition, and the sales are expected to occur within the next twelve months. As such, these assets and liabilities have been classified as “held for sale.” Management does not believe these divestitures represent a strategic shift that has or will have a major effect on an entity’s operations and financial results, and as such, none of these divestitures are considered a discontinued operation. The carrying value of these net assets did not exceed fair value less expected cost to sell, and as such, the Company recorded no impairment loss. Assets and liabilities held for sale are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets held for sale September 30, December 31, ​ ​ 2024 ​ 2023 Property and equipment ​ $ 88,793,895 ​ $ 86,864,965 Intangible assets ​ ​ 972,000 ​ ​ 662,500 Operating lease, right-of-use asset ​ ​ 3,381,612 ​ ​ 3,381,612 Deposits ​ ​ 1,870,233 ​ ​ 304,194 Total assets held for sale ​ $ 95,017,740 ​ $ 91,213,271 ​ ​ ​ ​ ​ ​ ​ Liabilities held for sale ​ ​ ​ Right of Use Liability ​ $ 88,437,021 ​ $ 88,326,323 Total liabilities held for sale ​ $ 88,437,021 ​ $ 88,326,323 ​ ​ ​ ​ ​ Current assets and liabilities held by our New York business have not been classified as held for sale. Pre-tax operating losses attributable to the New York business were $12,152,587 and $10,099,014 for the nine months ended September 30, 2024 and 2023, respectively.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2024
Fair Value Measurements
Fair Value Measurements	4. Fair Value Measurements The Company complies with ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Items measured at fair value on a non-recurring basis The Company’s non-financial assets, such as prepayments and other current assets, long lived assets, including property and equipment and intangible assets, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. No indicators of impairment existed as of September 30, 2024, and therefore no impairment charges were recorded. The carrying value of the Company’s accounts receivable, accounts payable, and accrued liabilities approximate their fair value due to their short-term nature, and the carrying value of notes receivable, long-term debt, and convertible debt approximates fair value as they bear a market rate of interest. ​ The carrying value of the Company’s warrants held utilize Level 3 inputs given there is no market activity for the asset. The inputs used are further described in Note 19.

Accounts Receivable

Accounts Receivable	9 Months Ended
	Sep. 30, 2024
Accounts Receivable
Accounts Receivable	5. Accounts Receivable Trade receivables are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Trade receivable ​ $ 2,673,965 ​ $ 2,256,763 Tax withholding receivable ​ ​ 174,660 ​ ​ 174,660 Other ​ — ​ 655,217 Total ​ $ 2,848,625 ​ $ 3,086,640 ​ Included in the trade receivables, net balance at September 30, 2024, and December 31, 2023, is an allowance for doubtful accounts of $99,736 and $95,686 , respectively. Included in the tax withholding receivable, net balance at September 30, 2024, and December 31, 2023, is an allowance for doubtful accounts of $159,275 .

Notes Receivable

Notes Receivable	9 Months Ended
	Sep. 30, 2024
Notes Receivable
Notes Receivable	6. Notes Receivable ​ As of September 30, 2024, the Company had $0 (December 31, 2023 - $3,750,000 ) in notes receivable. During the nine months ended September 30, 2024, the Company received $3,600,000 in proceeds related to the repayment of the $3,750,000 note receivable, which was consideration received in connection with the divestiture of the Company’s Pennsylvania operations in 2020. The Company considers the note receivable to be fully paid. The $150,000 difference between the face value of the note and proceeds received is included in other expense

Inventory

Inventory	9 Months Ended
	Sep. 30, 2024
Inventory
Inventory	7. Inventory Inventory is comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30 ​ December 31, ​ 2024 2023 Work-in-progress ​ $ 13,118,519 ​ $ 13,058,348 Finished goods ​ 5,805,958 ​ 5,278,331 Other ​ 921,450 ​ 949,191 Total ​ $ 19,845,927 ​ $ 19,285,870 ​ Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. Inventory valuation adjustments included in cost of sales on the statements of net loss and comprehensive loss is comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2024 2023 ​ 2024 2023 Work-in-progress ​ $ 433,283 ​ $ 1,024,225 ​ $ 231,583 ​ $ 1,580,264 Finished goods ​ (40,283) ​ (40,029) ​ (101,583) ​ (16,392) Total ​ $ 393,000 ​ $ 984,196 ​ $ 130,000 ​ $ 1,563,872 ​

Prepayments and other current a

Prepayments and other current assets	9 Months Ended
	Sep. 30, 2024
Prepayments and other current assets
Prepayments and other current assets	8. Prepayments and other current assets Prepayments and other current assets are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Prepaid Insurance ​ $ 1,015,178 ​ $ 806,610 Other Prepaid Expenses ​ 817,813 ​ 529,624 Total ​ $ 1,832,991 ​ $ 1,336,234 ​

Property and Equipment, Net

Property and Equipment, Net	9 Months Ended
	Sep. 30, 2024
Property and Equipment, Net
Property and Equipment, Net	9. Property and Equipment, Net Property and equipment, net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30 ​ December 31, ​ 2024 2023 Land ​ $ 863,105 ​ $ 863,105 Buildings and leasehold improvements ​ 16,259,882 ​ 15,124,915 Furniture and equipment ​ 7,240,644 ​ 7,807,250 Software ​ 39,388 ​ 242,204 Vehicles ​ 447,478 ​ 284,000 Construction-in-progress ​ 7,770,507 ​ 128,220 Right of use asset under finance lease ​ 7,572,566 ​ 7,938,138 ​ ​ 40,193,570 ​ 32,387,832 Less: accumulated depreciation ​ (9,684,390) ​ (9,096,649) Total ​ $ 30,509,180 ​ $ 23,291,183 ​ For the nine months ended September 30, 2024, and 2023, total depreciation on property and equipment was $1,901,198 and $2,223,540, respectively. For the nine months ended September 30, 2024, and 2023, accumulated amortization of the right of use asset under finance lease amounted to $2,408,998 and $2,221,116, respectively. The right of use asset under finance lease of $7,572,566 consists of leased processing and cultivation premises. The Company capitalized into inventory $1,678,435 and $1,846,419 relating to depreciation associated with manufacturing equipment and production facilities for the nine months ended September 30, 2024, and 2023, respectively. The capitalized depreciation costs associated are added to inventory and expensed through cost of sales product cost on the unaudited condensed consolidated statements of net loss and comprehensive loss. ​ As of September 30, 2024 and 2023, in conjunction with the Company’s held for sale assessment and disposal of certain long-lived assets, the Company evaluated whether property and equipment showed any indicators of impairment, and it was determined that the recoverable amount of certain net assets was above book value. As a result, the Company recorded no impairment charge on property and equipment, net.

Leases

Leases	9 Months Ended
	Sep. 30, 2024
Leases
Leases	10. Leases Components of lease expenses are listed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 ​ 2023 Finance lease cost ​ ​ ​ ​ ​ Amortization of ROU assets ​ $ 410,013 ​ $ 557,817 Interest on lease liabilities ​ 10,654,530 ​ 8,409,687 Operating lease costs ​ 1,412,489 ​ 1,472,588 Total lease costs ​ $ 12,477,032 ​ $ 10,440,092 ​ Future minimum lease payments (principal and interest) on the leases are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases ​ ​ ​ September 30, 2024 September 30, 2024 Total 2024 ​ $ 560,981 ​ $ 3,416,902 ​ $ 3,977,883 2025 ​ 3,047,603 ​ 13,773,155 ​ 16,820,758 2026 ​ 2,727,346 ​ 14,183,661 ​ 16,911,007 2027 ​ 2,474,144 ​ 14,606,527 ​ 17,080,671 2028 ​ 2,254,049 ​ 15,042,128 ​ 17,296,177 Thereafter ​ 7,824,515 ​ 218,572,918 ​ 226,397,433 Total minimum lease payments ​ $ 18,888,638 ​ $ 279,595,291 ​ $ 298,483,929 Less discount to net present value ​ ​ (4,111,939) ​ (185,628,604) ​ (189,740,543) Less liabilities held for sale ​ ​ (2,837,202) ​ ​ (85,599,819) ​ ​ (88,437,021) Present value of lease liability ​ $ 11,939,497 ​ $ 8,366,868 ​ $ 20,306,365 ​ The Company has entered into various lease agreements for the use of buildings used in production and retail sales of cannabis products. On February 22, 2024, the Company executed a lease for cannabis cultivation and manufacturing facilities. Per the terms of the lease the landlord agreed to provide the Company with $2,000,000 of tenant improvement allowances. Rent will not commence until January 1, 2025, at which time monthly base rent will be $82,500 . Starting January 1, 2025, the Company has the option to purchase the property. The initial purchase price is $13,000,000 increasing by 3% at the start of each calendar year until the option expires on December 31, 2028. The lease expires on December 31, 2034. On February 24, 2023, the Company signed the fourth amendment to the existing lease agreements for the cultivation and processing facilities in New York. The amendment provides for additional tenant improvements of $4,000,000 and increases base rent by $50,000 a month. Supplemental cash flow information related to leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ Lease principal payments - finance ​ $ 162,405 ​ $ 1,414,698 Lease principal payments - operating ​ ​ 633,540 ​ ​ — Non-cash additions to ROU assets ​ 9,270,915 ​ — Amortization of operating leases ​ 531,359 ​ 670,782 ​ Other information about lease amounts recognized in the financial statements: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ 2024 2023 ​ Weighted-average remaining lease term (years) – operating leases ​ 7.85 4.27 ​ ​ Weighted-average remaining lease term (years) – finance leases ​ 16.34 17.14 ​ ​ Weighted-average discount rate – operating leases ​ 8.16 % 15.00 % ​ Weighted-average discount rate – finance leases ​ 16.20 % 15.31 % ​ ​

Intangibles

Intangibles	9 Months Ended
	Sep. 30, 2024
Intangibles
Intangibles	11. Intangibles Intangible assets are comprised of the following items: ​ ​ ​ ​ ​ ​ Licenses & Trademarks Balance, December 31, 2022 ​ $ 8,776,946 Divestitures ​ (409,239) Additions ​ ​ 1,090,919 Amortization ​ ​ (728,419) Write off ​ ​ (11,630) Balance, December 31, 2023 ​ $ 8,718,577 Amortization ​ (614,437) Balance, September 30, 2024 ​ $ 8,104,140 ​ Amortization expense for intangibles was $204,813 and $614,437 during the three and nine months ended September 30, 2024, respectively, and $204,813 and $523,607 during the three and nine months ended September 30, 2023, respectively. Amortization expense is recorded in operating expenses on the unaudited condensed consolidated statements of net loss and comprehensive loss. ​ The Company estimates that amortization expense will be $819,655 per year for the

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities	9 Months Ended
	Sep. 30, 2024
Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Liabilities	12. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Accounts payable – trade ​ $ 3,757,200 ​ $ 1,769,346 Accrued Expenses ​ 4,297,047 ​ 4,852,648 Taxes payable ​ 192,716 ​ 218,563 Contract liability ​ 921,785 ​ 833,832 Total accounts payable and accrued liabilities ​ $ 9,168,748 ​ $ 7,674,389 ​

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2024
Long-Term Debt.
Long-Term Debt	13. Long-Term Debt During 2017, the Company signed a promissory note payable in the amount of $1,010,000. The note bears interest at a rate of 15% per annum with interest payments required on a monthly basis. In 2019, the Company’s promissory note payable in the amount of $1,010,000 was modified to increase the amount payable to $1,110,000. The Company repaid the note in full during the nine months ended September 30, 2024. ​ On November 19, 2021, the Company signed a promissory note payable in the amount of $2,000,000 in connection with the acquisition of Charm City Medicus, LLC. The note bears an interest rate of 8% per annum with interest payments due on the last day of each calendar quarter. On November 19, 2023, the Company and lender amended the note. Per the terms of the amendment, the interest rate was modified to 15%, and the Company paid off $1,000,000 of principal. The remaining principal balance of $1,000,000 is due on November 19, 2024, and the note is secured by 25% of the membership interests in Vireo Health of Charm City, LLC. ​ On March 25, 2021, the Company entered into a credit agreement for a senior secured delayed draw term loan with an aggregate principal amount of up to $46,000,000 (the “ Credit Facility PIK ​ On November 18, 2021, the Company and lenders amended the Credit Facility to provide for an additional loan of $4,200,000 with a cash interest rate of 15% per annum and PIK interest of 2% per annum and a maturity date of November 29, 2024. Obligations under the Credit Facility are secured by substantially all the assets of the Company. ​ On January 31, 2022, Vireo Growth and certain of its subsidiaries, as borrowers (collectively, “ Borrowers Third Amendment Delayed Draw Loans ​ On March 31, 2023, the Company executed a fifth amendment to its Credit Facility with its senior secured lender, Chicago Atlantic Admin, LLC (the " Agent ​ On April 30, 2024, the Company executed a short-term extension of the maturity date on the Credit Facility with the Agent. The Credit Facility was extended until June 14, 2024, matching all other terms of the existing agreement. On June 14, 2024, another short-term extension was executed which extended the maturity date on the Credit Facility to July 31, 2024, matching all other terms of the existing agreement. ​ On May 21, 2024 the Company executed a $1,200,000 term loan with the Agent to assist with the purchase of a site for a new dispensary location. The loan bears an interest rate of 12.0% and is due on May 28, 2027. Financing costs of $68,600 were incurred in connection with the closing of the loan. ​ On July 31, 2024, the Company executed a ninth amendment to the Company’s Credit Facility. The ninth amendment to the Company’s Credit Facility extends the maturity date on the Credit Facility loans to January 29, 2027, adjusts and extends the deadline with respect to the Company’s ongoing disposition of its New York operations through July 31, 2025, and amends certain financial measure definitions and covenants within the agreement. The Company issued 12,500,000 Subordinate Voting Shares to the lenders in consideration for the credit facility amendment. ​ Unless otherwise specified, all deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of September 30, 2024, $5,089,311 (December 31, 2023 - $1,524,531) of deferred financing costs remain unamortized. ​ The following table shows a summary of the Company’s long-term debt: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Beginning of period ​ $ 60,220,535 ​ $ 58,028,604 Proceeds ​ 1,200,000 ​ — Principal repayments ​ ​ (1,098,000) ​ ​ (2,976,362) Deferred financing costs ​ ​ (5,456,100) ​ ​ (1,407,903) PIK interest ​ ​ 1,219,451 ​ ​ 1,607,032 Amortization of deferred financing costs ​ ​ 1,891,320 ​ ​ 4,969,164 End of period ​ 57,977,206 ​ 60,220,535 Less: current portion ​ 1,144,000 ​ 60,220,535 Total long-term debt ​ $ 56,833,206 ​ $ — ​ ​ ​ ​ ​ ​ As of September 30, 2024, stated maturities of long-term debt were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ $ 1,144,000 2025 ​ ​ — 2026 ​ ​ — 2027 ​ ​ 56,833,206 Total ​ $ 57,977,206 ​

Convertible Notes

Convertible Notes	9 Months Ended
	Sep. 30, 2024
Long-Term Debt.
Convertible Notes	14. Convertible Notes ​ On April 28, 2023, the Company closed on a new convertible debt facility which enables the Company to access up to $10,000,000 in aggregate principal amount of convertible notes (the “ Convertible Notes ​ During the year ended December 31, 2023, the Company closed eight additional tranches of Convertible Notes, which are convertible into Subordinate Voting Shares at a conversion price of $0.145. Total proceeds received from these tranches amounted to $8,000,000. ​ In connection with this financing, the Company issued 6,250,000 warrants to purchase Subordinate Voting Shares of the Company to the lenders. These warrants have a five year term, a strike price of $0.145, and were valued at $497,055. The value of these warrants and other legal and administrative expenses amounting to $1,346,793 are treated as deferred financing costs. All deferred financing costs are treated as a contra-liability, to be netted against the outstanding loan balance and amortized over the remaining life of the loan. As of September 30, 2024, $0 (December 31, 2023 - $1,083,697) of deferred financing costs remain unamortized. ​ On July 31, 2024, the holders voluntarily converted all outstanding convertible notes into 73,016,061 Subordinate Voting Shares of the Company. ​ The following table shows a summary of the Company’s convertible debt: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Beginning of period ​ $ 9,140,257 ​ $ — Proceeds ​ — ​ 10,000,000 Deferred financing costs ​ ​ — ​ ​ (1,346,793) PIK interest ​ ​ 363,376 ​ ​ 223,954 Amortization of deferred financing costs ​ ​ 270,924 ​ ​ 263,096 Conversion ​ ​ (9,774,557) ​ ​ — End of period ​ $ — ​ 9,140,257 Less: current portion ​ — ​ — Total convertible debt ​ $ — ​ $ 9,140,257 ​

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2024
Stockholders' Equity
Stockholders' Equity	15. Stockholders’ Equity Shares The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of September 30, 2024. The liquidation and dividend rights are identical among shares equally in the Company’s earnings and losses on an as converted basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ Par Value Authorized Voting Rights Subordinate Voting Share (“SVS”) — Unlimited 1 vote for each share Multiple Voting Share (“MVS”) — Unlimited 100 votes for each share Super Voting Share — Unlimited 1,000 votes for each share ​ ​ Subordinate Voting Shares Holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held. Multiple Voting Shares Holders of Multiple Voting Shares are entitled to one hundred Multiple Voting Shares each have the restricted right to convert to one hundred Super Voting Shares Holders of Super Voting Shares are entitled to one thousand Shares Issued During the nine months ended September 30, 2024, 32,879 Multiple Voting Shares were converted into 3,287,900 Subordinate Voting Shares for no additional consideration. During the nine months ended September 30, 2024, 12,500,000 Subordinate Voting Shares were issued to the Company’s senior secured lender in connection with the ninth amendment to the Company’s credit agreement (Note 13). During the nine months ended September 30, 2024, 1,300,078 Subordinate Voting Shares were issued to the Company’s senior secured lender, Chicago Atlantic Opportunity Portfolio, LP, for $700,000 of proceeds. During the nine months ended September 30, 2024, the holders of the Company’s Convertible Notes voluntarily converted all outstanding convertible notes into 73,016,061 Subordinate Voting Shares of the Company During the nine months ended September 30, 2024, employee stock options were exercised for 50,000 Subordinate Voting Shares. Proceeds from this transaction were $16,500. During the nine months ended September 30, 2024, stock warrants were exercised for 303,127 Subordinate Voting Shares. Proceeds from these transactions were $43,953. During the nine months ended September 30, 2023, the Company issued the 15,000,000 Subordinate Voting Shares to its senior secured lender, Chicago Atlantic Admin, LLC, an affiliate of Green Ivy Capital, and a group of lenders in connection with the fifth amendment to its Credit Facility signed on March 31, 2023 (Note 13). ​ During the nine months ended September 30, 2023, 65,411 Super Voting Shares were redeemed for 6,541,100 Subordinate Voting Shares ​ During the nine months ended September 30, 2023, 702 Multiple Voting Shares were redeemed for 70,200 Subordinate Voting Shares

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2024
Stock-Based Compensation
Stock-Based Compensation	16. Stock-Based Compensation Stock Options In January 2019, the Company adopted the 2019 Equity Incentive Plan under which the Company may grant incentive stock options, restricted shares, restricted share units, or other awards. Under the terms of the plan, a total of ten percent of the number of shares outstanding assuming conversion of all super voting shares and Multiple Voting Shares to Subordinate Voting Shares are permitted to be issued. The exercise price for incentive stock options issued under the plan will be set by the Compensation Committee but will not be less 100% of the fair market value of the Company’s shares on the date of grant. Incentive stock options have a maximum term of 10 years from the date of grant. The incentive stock options vest at the discretion of the Board of Directors. Options granted under the equity incentive plan were valued using the Black-Scholes option pricing model with the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 2023 Risk-Free Interest Rate ​ 3.88 % 3.81 % Weighted Average Exercise Price $ 0.49 $ 0.25 ​ Weighted Average Stock Price $ 0.49 $ 0.25 ​ Expected Life of Options (years) ​ 7.00 ​ 6.12 ​ Expected Annualized Volatility ​ 100.00 % 100.00 % Grant Fair Value $ 0.41 $ 0.13 ​ Expected Forfeiture Rate ​ N/A N/A ​ Expected Dividend Yield ​ N/A N/A ​ ​ ​ Stock option activity for the nine months ended September 30, 2024, and for the year ended December 31, 2023, is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Weighted Avg. ​ ​ Number of Options ​ Exercise Price ​ Remaining Life Balance, December 31, 2022 23,547,558 ​ $ 0.66 7.30 Forfeitures (4,137,079) ​ 0.82 — Granted 10,558,845 ​ 0.25 6.42 Balance, December 31, 2023 29,969,324 ​ $ 0.50 6.18 Forfeitures (952,835) ​ 0.77 — Exercised (50,000) ​ 0.33 — Granted 2,473,839 ​ 0.49 — Options Outstanding at September 30, 2024 31,440,328 ​ $ 0.49 5.72 ​ ​ ​ ​ ​ ​ ​ ​ Options Exercisable at September 30, 2024 26,718,615 ​ $ 0.42 5.29 ​ ​ During the three and nine month periods ended September 30, 2024, the Company recognized $615,215 and $641,196 in stock-based compensation relating to stock options, respectively. During the three and nine month periods ended September 30, 2023, the Company recognized $248,000 and $2,247,635 in stock-based compensation relating to stock options, respectively. As of September 30, 2024, the total unrecognized compensation costs related to unvested stock options awards granted was $549,340 . In addition, the weighted average period over which the unrecognized compensation expense is expected to be recognized is approximately 1.4 years. The total intrinsic value of stock options outstanding and exercisable as of September 30, 2024, was $4,884,187 and $4,432,386 , respectively. The Company does not estimate forfeiture rates when calculating compensation expense. The Company records forfeitures as they occur. Warrants Subordinate Voting Share (SVS) warrants entitle the holder to purchase one Subordinate Voting Share of the Company. A summary of the warrants outstanding is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average Weighted Average SVS Warrants ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2022 150,000 ​ $ 1.49 ​ 2.00 Granted 16,250,000 ​ ​ 0.20 ​ 5.00 Warrants outstanding at December 31, 2023 ​ 16,400,000 ​ $ 0.21 4.57 Granted ​ — ​ ​ — ​ — Exercised ​ (303,127) ​ ​ 0.145 ​ — Warrants outstanding at September 30, 2024 16,096,873 ​ $ 0.21 3.82 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at September 30, 2024 16,096,873 ​ $ 0.21 3.82 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average Weighted Average SVS Warrants Denominated in C$ ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2022 3,037,649 ​ $ 3.50 3.23 Granted — ​ — — Warrants outstanding at December 31, 2023 3,037,649 ​ $ 3.50 2.23 Granted ​ — ​ ​ — ​ — Warrants outstanding at September 30, 2024 ​ 3,037,649 ​ $ 3.50 ​ 1.48 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at September 30, 2024 3,037,649 ​ $ 3.50 1.48 ​ During both the three and nine month periods ended September 30, 2024, $0 in stock-based compensation expense was recorded in connection with outstanding warrants. During the three and nine month periods ended September 30, 2023, ($3,820) and $1,244,404 was recorded in connection with outstanding warrants. ​ Restricted Stock Units (“RSUs”) ​ The expense associated with RSUs is based on the closing share price of the Company’s subordinate voting shares on the business day immediately preceding the grant date, adjusted for the absence of future dividends and is amortized on a straight-line basis over the periods during which the restrictions lapse. The Company currently has RSUs that vest over a three year period. The awards are generally subject to forfeiture in the event of termination of employment. During the three and nine months ended September 30, 2024, the Company recognized $689,704 and $782,944, respectively, in stock-based compensation expense related to RSUs. During the three and nine month periods ended September 30, 2023, the Company recognized $52,437 and $517,376, respectively, in stock-based compensation expense related to RSUs. ​ ​ A summary of RSUs is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Avg. ​ ​ Number of Shares ​ Fair Value Balance, December 31, 2022 3,221,677 ​ $ 0.81 Forfeitures ​ (678,666) ​ ​ 0.54 Balance, December 31, 2023 ​ 2,543,011 ​ ​ 0.88 Granted ​ 1,728,458 ​ ​ 0.50 Forfeitures ​ (163,720) ​ ​ 0.54 Balance, September 30, 2024 ​ 4,107,749 ​ ​ 0.73 ​ ​ ​ ​ ​ ​ Vested at September 30, 2024 ​ 2,253,298 ​ $ 0.71 ​

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies
Commitments and Contingencies	17. Commitments and Contingencies Legal proceedings Schneyer ​ On February 25, 2019, Dr. Mark Schneyer (“ Schneyer Court Vireo U.S. Dorchester Management Capital MaryMed ​ While Vireo U.S. continues to believe that Schneyer’s claims lack merit, it agreed to settle the litigation in April 2023 to avoid the expense, distraction and risk of the pre-trial and trial processes. Entering into this settlement in no way changed the defendants’ position that they did nothing wrong and that the claims were baseless. ​ Verano On January 31, 2022, the Company entered into the Arrangement Agreement with Verano, pursuant to which Verano was to acquire all of the issued and outstanding shares of Vireo Growth pursuant to a Plan of Arrangement. Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, holders of Vireo Growth Shares would receive 0.22652 of a Verano Subordinate Voting Share, subject to adjustment as described below, for each Subordinate Voting Share held, and 22.652 Verano Subordinate Voting Shares for each Multiple Voting Share and Super Voting Share held, immediately prior to the effective time of the Arrangement. On October 13, 2022, Vireo Growth received a notice of purported termination of the Arrangement Agreement (the “ Notice On October 21, 2022, Vireo Growth commenced an action in the Supreme Court of British Columbia against Verano after Verano wrongfully repudiated the Arrangement Agreement. The Company is seeking damages, costs and interest, based on Verano's breach of contract and of its duty of good faith and honest performance. On November 14, 2022, Verano filed counterclaims against the Company for the termination fee and transaction expenses described above. On July 31, 2023, the Company filed a requisition for adjournment of its application filed July 14, 2023, and set for hearing on July 31, 2023 to compel Verano’s compliance with document production based upon the Company’s belief that Verano was engaging in tactics to delay the litigation. Throughout 2023, the Company served 4 lists of documents, reviewed document production from Verano, and prepared for examinations for discovery. ​ On May 2, 2024, the Company filed an application with the Supreme Court of British Columbia for summary determination. The Company is seeking substantial damages, specifically US $860.9 million, as well as other costs and legal fees, based on Verano’s breach of contract and of its duty of good faith and honest performance. Due to uncertainties inherent in litigation, it is not possible for Vireo Growth to predict the timing or final outcome of the legal proceedings against Verano or to determine the amount of damages, if any, that may be awarded. The damages sought will be significant and material given that Verano’s breach left the Company in a vulnerable position resulting in the Company being constrained in its ability to fund growth initiatives that were desirable and that its competitors were able to undertake, most notably in Minnesota and New York markets. ​ Lease commitments The Company leases various facilities, under non-cancelable finance and operating leases, which expire at various dates through September 2041.

Selling, General and Administra

Selling, General and Administrative Expenses	9 Months Ended
	Sep. 30, 2024
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses	18. Selling, General and Administrative Expenses Selling, general and administrative expenses are comprised of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2024 2023 ​ 2024 2023 Salaries and benefits ​ $ 3,635,658 ​ $ 3,844,445 ​ $ 10,814,786 ​ $ 11,507,372 Professional fees ​ 1,026,305 ​ 687,007 ​ 4,324,986 ​ 3,273,733 Insurance expenses ​ 435,789 ​ 656,100 ​ 1,414,059 ​ 1,967,588 Marketing ​ ​ 239,932 ​ ​ 161,782 ​ ​ 651,892 ​ ​ 613,963 Other expenses ​ 1,573,594 ​ 1,399,980 ​ 4,321,399 ​ 4,602,920 Total ​ $ 6,911,278 ​ $ 6,749,314 ​ $ 21,527,122 ​ $ 21,965,576 ​

Other Income (Expense)

Other Income (Expense)	9 Months Ended
	Sep. 30, 2024
Other Income (Expense)
Other Income (Expense)	19. Other Income (Expense) The CARES Act provides an employee retention credit (“CARES Employee Retention credit”), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company applied for and received the tax credit under the CARES Act. During the three and nine months ended September 30, 2024, the Company recorded and received $815,422 (2023 - $4,650,264 ) related to the CARES Employee Retention credit in other income on the unaudited condensed consolidated statement of loss and comprehensive loss for the three and nine months ended September 30, 2024 and 2023. ​ On May 25, 2023, the Company and Grown Rogue International, Inc. (“ Grown Rogue ”) entered into a strategic agreement whereby Grown Rogue will support Vireo Growth in the optimization of its cannabis flower products. As part of this strategic agreement (the “ Consulting Agreement ”) Grown Rogue granted the Company warrants to purchase subordinate voting shares of Grown Rogue on October 5, 2023. These warrants were valued at $ 5,221,971 on September 30, 2024 using a stock price of $ , an exercise price of $ , an expected life of years, an annual risk free rate of , and volatility of . The change in fair value for the three and nine months ended September 30, 2024, of $354,328 and $3,284,619 , respectively, was recorded as other income in the unaudited condensed consolidated statement of loss and comprehensive loss for the three and nine months ended September 30, 2024. ​

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	9 Months Ended
	Sep. 30, 2024
Supplemental Cash Flow Information
Supplemental Cash Flow Information	20. Supplemental Cash Flow Information (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 2023 Cash paid for interest ​ $ 20,355,166 ​ $ 18,214,889 Cash paid for income taxes ​ — ​ 1,055,235 Change in construction accrued expenses ​ (280,999) ​ 10,475,367 Stock issued in connection with financing activities ​ 5,387,500 ​ — (1) For supplemental cash flow information related to leases, refer to Note 10.

Financial Instruments

Financial Instruments	9 Months Ended
	Sep. 30, 2024
Financial Instruments
Financial Instruments	21. Financial Instruments Credit risk Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, and accounts receivable. A small portion of cash is held on hand, from which management believes the risk of loss is remote. Receivables relate primarily to wholesale sales. The Company does not have significant credit risk with respect to customers. The Company’s maximum credit risk exposure is equivalent to the carrying value of these instruments. The Company has been granted licenses pursuant to the laws of the states of Maryland, Minnesota, and New York with respect to cultivating, processing, and/or distributing marijuana. Presently, this industry is illegal under United States federal law. The Company has adhered, and intends to continue to adhere, strictly to the applicable state statutes in its operations. Liquidity risk The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As of September 30, 2024, the Company’s financial liabilities consist of accounts payable, accrued liabilities, debt, convertible debt, liabilities held for sale, and uncertain tax liabilities. The Company manages liquidity risk by reviewing its capital requirements on an ongoing basis. Historically, the Company’s main source of funding has been additional funding from investors and debt issuances. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity or debt financing. Legal Risk Vireo Growth operates in the United States. The U.S. federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug. Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the U.S., and a lack of accepted safety for the use of the drug under medical supervision. The U.S. Food and Drug Administration has not approved marijuana as a safe and effective drug for any indication. In the U.S. marijuana is largely regulated at the state level. State laws regulating cannabis are in direct conflict with the federal Controlled Substances Act, which makes cannabis use and possession federally illegal. Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. Given the Company’s financial transactions are rarely denominated in a foreign currency, there is minimal foreign currency risk exposure. 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 carries variable interest-bearing debt subject to fluctuations in the United States Prime rate. A change of 100 basis points in interest rates during the nine months ended September 30, 2024, would have resulted in a corresponding change in the statement of loss and comprehensive loss of $420,133. ​

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions
Related Party Transactions	22. Related Party Transactions As of September 30, 2024, and December 31, 2023, there were $0 and $121,846 due to related parties, respectively.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events
Subsequent Events	23. Subsequent Events On October 9, 2024, the Company and Grown Rogue, mutually agreed to terminate the Consulting Agreement between the parties dated May 24, 2023, as amended September 20, 2023, effective September 30, 2024. As part of the termination agreement, Vireo Growth forfeited 4.5 million of the 8.5 million Grown Rogue warrants the Company received under the Consulting Agreement and paid Grown Rogue a lump sum termination fee of $800,000 . ​ On October 10, 2024, Joshua Rosen, Chief Executive Officer, Interim Chief Financial Officer and Director of the Company resigned from all of his positions with the Company. In conjunction with this event, the parties entered into a separation agreement (“ Separation Agreement ”) dated October 9, 2024 that provides, among other things, for the grant of 500,000 restricted stock units, which vest in 12 equal installments commencing January 1, 2025 and ending on December 1, 2025 and 500,000 immediately exercisable stock options with an exercise price per share of $0.50 . Such options expire October 9, 2027. Further, Mr. Rosen will receive salary continuation for two years at a rate of $300,000 per year. Pursuant to the Separation Agreement, the vesting of 250,000 options granted to Mr. Rosen in August 2024 were accelerated and are exercisable until October 9, 2027. ​ On November 1, 2024, the Company entered into a Joinder and Tenth Amendment to the Credit Facility, which provides a financing commitment of up to $10.0 million in aggregate principal amount of convertible notes (the “ Convertible Notes ”). These Convertible Notes are being funded by the Company’s senior secured lender and its affiliates. The Convertible Notes have a term of three years , with a cash interest rate of 12.0 percent, and such interest shall be paid in cash on the last business day of each calendar month. All accrued and unpaid interest shall be payable in full on the maturity date or earlier date of prepayment, in each case adjusted for any period of less than one calendar month, if applicable. The Convertible Notes are convertible at the option of lender, in whole but not in part in a single transaction, at any time into that number of Subordinate Voting Shares of the Company determined by dividing the outstanding principal amount plus all accrued but unpaid interest on the Convertible Notes on the date of such conversion by a conversion price equal to $0.625 . ​ ​

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (4,926,358)	$ (5,229,026)	$ (12,306,228)	$ (20,964,252)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies
Basis of presentation	Basis of presentation The accompanying unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“ U.S. GAAP ”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.
Basis of consolidation	Basis of consolidation These unaudited condensed consolidated financial statements include the accounts of the following entities wholly owned, or effectively controlled by the Company during the period ended September 30, 2024: ​ ​ ​ ​ Name of entity Place of incorporation EHF Cultivation Management, LLC ​ Arizona, USA Elephant Head Farm, LLC Arizona, USA HiColor, LLC Minnesota, USA MaryMed, LLC Maryland, USA Mayflower Botanicals, Inc. Massachusetts, USA Minnesota Medical Solutions, LLC Minnesota, USA MJ Distributing C201, LLC ​ Nevada, USA MJ Distributing P132, LLC ​ Nevada, USA Resurgent Biosciences, Inc. Delaware, USA Retail Management Associates, LLC Arizona, USA Verdant Grove, Inc. Massachusetts, USA Vireo Health de Puerto Rico, Inc. Puerto Rico Vireo Health of Nevada 1, LLC Nevada, USA Vireo Health of New Mexico, LLC Delaware, USA Vireo Health of New York, LLC New York, USA Vireo Health of Puerto Rico, LLC Delaware, USA Vireo Health, Inc. Delaware, USA Vireo of Charm City, LLC ​ Maryland, USA XAAS Agro, Inc. Puerto Rico ​ The entities listed are wholly owned or effectively controlled by the Company and have been formed or acquired to support the intended operations of the Company, and all intercompany transactions and balances have been eliminated in the Company's unaudited condensed consolidated financial statements. Red Barn Growers, Inc. and all New Mexico assets and liabilities were divested in June of 2023.
Recently adopted accounting pronouncements and New accounting pronouncements not yet adopted	Recently adopted accounting pronouncements None. New accounting pronouncements not yet adopted ASU 2023-07 Improvements to Reportable Segment Disclosures (Topic 280) ASU 2023-09 Improvements to Income Tax Disclosures (Topic 740)
Net loss per share	Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, warrants, and restricted stock units. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. The Company recorded a net loss for the three and nine month periods ended September 30, 2024, and 2023, presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods. The anti-dilutive shares outstanding for the nine month periods ended September 30, 2024, and 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ 2024 2023 Stock options ​ 31,440,328 29,633,217 Warrants ​ 19,134,522 9,437,649 RSUs ​ 4,107,749 ​ 2,714,491 Convertible debt ​ — ​ 42,074,926 Total ​ 54,682,599 83,860,283
Revenue Recognition	Revenue Recognition The Company’s primary source of revenue is from wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to adult-use and medical customers. The following table represents the Company’s disaggregated revenue by source: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2024 2023 ​ 2024 2023 Retail ​ $ 19,740,787 ​ $ 20,147,074 ​ $ 60,159,246 ​ $ 53,761,973 Wholesale ​ 5,424,556 ​ 4,528,071 ​ 14,201,659 ​ 10,198,152 Total ​ $ 25,165,343 ​ $ 24,675,145 ​ $ 74,360,905 ​ $ 63,960,125

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies
Schedule of entities wholly owned, or effectively controlled by Company	​ ​ ​ ​ Name of entity Place of incorporation EHF Cultivation Management, LLC ​ Arizona, USA Elephant Head Farm, LLC Arizona, USA HiColor, LLC Minnesota, USA MaryMed, LLC Maryland, USA Mayflower Botanicals, Inc. Massachusetts, USA Minnesota Medical Solutions, LLC Minnesota, USA MJ Distributing C201, LLC ​ Nevada, USA MJ Distributing P132, LLC ​ Nevada, USA Resurgent Biosciences, Inc. Delaware, USA Retail Management Associates, LLC Arizona, USA Verdant Grove, Inc. Massachusetts, USA Vireo Health de Puerto Rico, Inc. Puerto Rico Vireo Health of Nevada 1, LLC Nevada, USA Vireo Health of New Mexico, LLC Delaware, USA Vireo Health of New York, LLC New York, USA Vireo Health of Puerto Rico, LLC Delaware, USA Vireo Health, Inc. Delaware, USA Vireo of Charm City, LLC ​ Maryland, USA XAAS Agro, Inc. Puerto Rico
Schedule of anti-dilutive shares outstanding	​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ 2024 2023 Stock options ​ 31,440,328 29,633,217 Warrants ​ 19,134,522 9,437,649 RSUs ​ 4,107,749 ​ 2,714,491 Convertible debt ​ — ​ 42,074,926 Total ​ 54,682,599 83,860,283
Schedule of disaggregated revenue	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2024 2023 ​ 2024 2023 Retail ​ $ 19,740,787 ​ $ 20,147,074 ​ $ 60,159,246 ​ $ 53,761,973 Wholesale ​ 5,424,556 ​ 4,528,071 ​ 14,201,659 ​ 10,198,152 Total ​ $ 25,165,343 ​ $ 24,675,145 ​ $ 74,360,905 ​ $ 63,960,125

Business Combinations and Dis_2

Business Combinations and Dispositions (Tables)	9 Months Ended
	Sep. 30, 2024
Business Combinations and Dispositions
Schedule of assets and liabilities held for sale	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets held for sale September 30, December 31, ​ ​ 2024 ​ 2023 Property and equipment ​ $ 88,793,895 ​ $ 86,864,965 Intangible assets ​ ​ 972,000 ​ ​ 662,500 Operating lease, right-of-use asset ​ ​ 3,381,612 ​ ​ 3,381,612 Deposits ​ ​ 1,870,233 ​ ​ 304,194 Total assets held for sale ​ $ 95,017,740 ​ $ 91,213,271 ​ ​ ​ ​ ​ ​ ​ Liabilities held for sale ​ ​ ​ Right of Use Liability ​ $ 88,437,021 ​ $ 88,326,323 Total liabilities held for sale ​ $ 88,437,021 ​ $ 88,326,323

Accounts Receivable (Tables)

Accounts Receivable (Tables)	9 Months Ended
	Sep. 30, 2024
Accounts Receivable
Schedule of accounts receivables	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Trade receivable ​ $ 2,673,965 ​ $ 2,256,763 Tax withholding receivable ​ ​ 174,660 ​ ​ 174,660 Other ​ — ​ 655,217 Total ​ $ 2,848,625 ​ $ 3,086,640

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory
Schedule of inventory	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30 ​ December 31, ​ 2024 2023 Work-in-progress ​ $ 13,118,519 ​ $ 13,058,348 Finished goods ​ 5,805,958 ​ 5,278,331 Other ​ 921,450 ​ 949,191 Total ​ $ 19,845,927 ​ $ 19,285,870
Schedule of inventory valuation adjustments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2024 2023 ​ 2024 2023 Work-in-progress ​ $ 433,283 ​ $ 1,024,225 ​ $ 231,583 ​ $ 1,580,264 Finished goods ​ (40,283) ​ (40,029) ​ (101,583) ​ (16,392) Total ​ $ 393,000 ​ $ 984,196 ​ $ 130,000 ​ $ 1,563,872 ​

Prepayments and other current_2

Prepayments and other current assets (Tables)	9 Months Ended
	Sep. 30, 2024
Prepayments and other current assets
Schedule of prepayments and other current assets	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Prepaid Insurance ​ $ 1,015,178 ​ $ 806,610 Other Prepaid Expenses ​ 817,813 ​ 529,624 Total ​ $ 1,832,991 ​ $ 1,336,234 ​

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	9 Months Ended
	Sep. 30, 2024
Property and Equipment, Net
Schedule of property and equipment, net	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30 ​ December 31, ​ 2024 2023 Land ​ $ 863,105 ​ $ 863,105 Buildings and leasehold improvements ​ 16,259,882 ​ 15,124,915 Furniture and equipment ​ 7,240,644 ​ 7,807,250 Software ​ 39,388 ​ 242,204 Vehicles ​ 447,478 ​ 284,000 Construction-in-progress ​ 7,770,507 ​ 128,220 Right of use asset under finance lease ​ 7,572,566 ​ 7,938,138 ​ ​ 40,193,570 ​ 32,387,832 Less: accumulated depreciation ​ (9,684,390) ​ (9,096,649) Total ​ $ 30,509,180 ​ $ 23,291,183

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2024
Leases
Schedule of components of lease expenses	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 ​ 2023 Finance lease cost ​ ​ ​ ​ ​ Amortization of ROU assets ​ $ 410,013 ​ $ 557,817 Interest on lease liabilities ​ 10,654,530 ​ 8,409,687 Operating lease costs ​ 1,412,489 ​ 1,472,588 Total lease costs ​ $ 12,477,032 ​ $ 10,440,092
Schedule of future minimum lease payments of operating leases	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases ​ ​ ​ September 30, 2024 September 30, 2024 Total 2024 ​ $ 560,981 ​ $ 3,416,902 ​ $ 3,977,883 2025 ​ 3,047,603 ​ 13,773,155 ​ 16,820,758 2026 ​ 2,727,346 ​ 14,183,661 ​ 16,911,007 2027 ​ 2,474,144 ​ 14,606,527 ​ 17,080,671 2028 ​ 2,254,049 ​ 15,042,128 ​ 17,296,177 Thereafter ​ 7,824,515 ​ 218,572,918 ​ 226,397,433 Total minimum lease payments ​ $ 18,888,638 ​ $ 279,595,291 ​ $ 298,483,929 Less discount to net present value ​ ​ (4,111,939) ​ (185,628,604) ​ (189,740,543) Less liabilities held for sale ​ ​ (2,837,202) ​ ​ (85,599,819) ​ ​ (88,437,021) Present value of lease liability ​ $ 11,939,497 ​ $ 8,366,868 ​ $ 20,306,365
Schedule of future minimum lease payments of financing leases	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases ​ ​ ​ September 30, 2024 September 30, 2024 Total 2024 ​ $ 560,981 ​ $ 3,416,902 ​ $ 3,977,883 2025 ​ 3,047,603 ​ 13,773,155 ​ 16,820,758 2026 ​ 2,727,346 ​ 14,183,661 ​ 16,911,007 2027 ​ 2,474,144 ​ 14,606,527 ​ 17,080,671 2028 ​ 2,254,049 ​ 15,042,128 ​ 17,296,177 Thereafter ​ 7,824,515 ​ 218,572,918 ​ 226,397,433 Total minimum lease payments ​ $ 18,888,638 ​ $ 279,595,291 ​ $ 298,483,929 Less discount to net present value ​ ​ (4,111,939) ​ (185,628,604) ​ (189,740,543) Less liabilities held for sale ​ ​ (2,837,202) ​ ​ (85,599,819) ​ ​ (88,437,021) Present value of lease liability ​ $ 11,939,497 ​ $ 8,366,868 ​ $ 20,306,365 ​
Schedule of supplemental cash flow information	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ Lease principal payments - finance ​ $ 162,405 ​ $ 1,414,698 Lease principal payments - operating ​ ​ 633,540 ​ ​ — Non-cash additions to ROU assets ​ 9,270,915 ​ — Amortization of operating leases ​ 531,359 ​ 670,782
Schedule of other information about leases	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ 2024 2023 ​ Weighted-average remaining lease term (years) – operating leases ​ 7.85 4.27 ​ ​ Weighted-average remaining lease term (years) – finance leases ​ 16.34 17.14 ​ ​ Weighted-average discount rate – operating leases ​ 8.16 % 15.00 % ​ Weighted-average discount rate – finance leases ​ 16.20 % 15.31 % ​ ​

Intangibles (Tables)

Intangibles (Tables)	9 Months Ended
	Sep. 30, 2024
Intangibles
Schedule of intangible assets	​ ​ ​ ​ ​ ​ Licenses & Trademarks Balance, December 31, 2022 ​ $ 8,776,946 Divestitures ​ (409,239) Additions ​ ​ 1,090,919 Amortization ​ ​ (728,419) Write off ​ ​ (11,630) Balance, December 31, 2023 ​ $ 8,718,577 Amortization ​ (614,437) Balance, September 30, 2024 ​ $ 8,104,140

Accounts Payable and Accrued _2

Accounts Payable and Accrued Liabilities (Tables)	9 Months Ended
	Sep. 30, 2024
Accounts Payable and Accrued Liabilities
Schedule of accounts payable and accrued liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Accounts payable – trade ​ $ 3,757,200 ​ $ 1,769,346 Accrued Expenses ​ 4,297,047 ​ 4,852,648 Taxes payable ​ 192,716 ​ 218,563 Contract liability ​ 921,785 ​ 833,832 Total accounts payable and accrued liabilities ​ $ 9,168,748 ​ $ 7,674,389 ​

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2024
Long-Term Debt.
Schedule of long-term debt	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Beginning of period ​ $ 60,220,535 ​ $ 58,028,604 Proceeds ​ 1,200,000 ​ — Principal repayments ​ ​ (1,098,000) ​ ​ (2,976,362) Deferred financing costs ​ ​ (5,456,100) ​ ​ (1,407,903) PIK interest ​ ​ 1,219,451 ​ ​ 1,607,032 Amortization of deferred financing costs ​ ​ 1,891,320 ​ ​ 4,969,164 End of period ​ 57,977,206 ​ 60,220,535 Less: current portion ​ 1,144,000 ​ 60,220,535 Total long-term debt ​ $ 56,833,206 ​ $ —
Schedule of stated maturities of long-term debt	​ ​ ​ ​ ​ 2024 ​ $ 1,144,000 2025 ​ ​ — 2026 ​ ​ — 2027 ​ ​ 56,833,206 Total ​ $ 57,977,206 ​

Convertible Notes (Tables)

Convertible Notes (Tables)	9 Months Ended
	Sep. 30, 2024
Long-Term Debt.
Schedule of convertible debt	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Beginning of period ​ $ 9,140,257 ​ $ — Proceeds ​ — ​ 10,000,000 Deferred financing costs ​ ​ — ​ ​ (1,346,793) PIK interest ​ ​ 363,376 ​ ​ 223,954 Amortization of deferred financing costs ​ ​ 270,924 ​ ​ 263,096 Conversion ​ ​ (9,774,557) ​ ​ — End of period ​ $ — ​ 9,140,257 Less: current portion ​ — ​ — Total convertible debt ​ $ — ​ $ 9,140,257 ​

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2024
Stockholders' Equity
Schedule of shares by class	​ ​ ​ ​ ​ ​ ​ ​ ​ Par Value Authorized Voting Rights Subordinate Voting Share (“SVS”) — Unlimited 1 vote for each share Multiple Voting Share (“MVS”) — Unlimited 100 votes for each share Super Voting Share — Unlimited 1,000 votes for each share ​

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2024
Stock-Based Compensation
Schedule of weighted average valuation assumptions for stock options	​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 2023 Risk-Free Interest Rate ​ 3.88 % 3.81 % Weighted Average Exercise Price $ 0.49 $ 0.25 ​ Weighted Average Stock Price $ 0.49 $ 0.25 ​ Expected Life of Options (years) ​ 7.00 ​ 6.12 ​ Expected Annualized Volatility ​ 100.00 % 100.00 % Grant Fair Value $ 0.41 $ 0.13 ​ Expected Forfeiture Rate ​ N/A N/A ​ Expected Dividend Yield ​ N/A N/A ​
Schedule of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Weighted Avg. ​ ​ Number of Options ​ Exercise Price ​ Remaining Life Balance, December 31, 2022 23,547,558 ​ $ 0.66 7.30 Forfeitures (4,137,079) ​ 0.82 — Granted 10,558,845 ​ 0.25 6.42 Balance, December 31, 2023 29,969,324 ​ $ 0.50 6.18 Forfeitures (952,835) ​ 0.77 — Exercised (50,000) ​ 0.33 — Granted 2,473,839 ​ 0.49 — Options Outstanding at September 30, 2024 31,440,328 ​ $ 0.49 5.72 ​ ​ ​ ​ ​ ​ ​ ​ Options Exercisable at September 30, 2024 26,718,615 ​ $ 0.42 5.29
Summary of warrants outstanding	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average Weighted Average SVS Warrants ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2022 150,000 ​ $ 1.49 ​ 2.00 Granted 16,250,000 ​ ​ 0.20 ​ 5.00 Warrants outstanding at December 31, 2023 ​ 16,400,000 ​ $ 0.21 4.57 Granted ​ — ​ ​ — ​ — Exercised ​ (303,127) ​ ​ 0.145 ​ — Warrants outstanding at September 30, 2024 16,096,873 ​ $ 0.21 3.82 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at September 30, 2024 16,096,873 ​ $ 0.21 3.82 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted Average Weighted Average SVS Warrants Denominated in C$ ​ Warrants ​ Exercise Price ​ Remaining Life Warrants outstanding at December 31, 2022 3,037,649 ​ $ 3.50 3.23 Granted — ​ — — Warrants outstanding at December 31, 2023 3,037,649 ​ $ 3.50 2.23 Granted ​ — ​ ​ — ​ — Warrants outstanding at September 30, 2024 ​ 3,037,649 ​ $ 3.50 ​ 1.48 ​ ​ ​ ​ ​ ​ ​ ​ Warrants exercisable at September 30, 2024 3,037,649 ​ $ 3.50 1.48 ​
Summary of RSU activity	​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Avg. ​ ​ Number of Shares ​ Fair Value Balance, December 31, 2022 3,221,677 ​ $ 0.81 Forfeitures ​ (678,666) ​ ​ 0.54 Balance, December 31, 2023 ​ 2,543,011 ​ ​ 0.88 Granted ​ 1,728,458 ​ ​ 0.50 Forfeitures ​ (163,720) ​ ​ 0.54 Balance, September 30, 2024 ​ 4,107,749 ​ ​ 0.73 ​ ​ ​ ​ ​ ​ Vested at September 30, 2024 ​ 2,253,298 ​ $ 0.71 ​

Selling, General and Administ_2

Selling, General and Administrative Expenses (Tables)	9 Months Ended
	Sep. 30, 2024
Selling, General and Administrative Expenses
Schedule of selling, general and administrative expenses	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2024 2023 ​ 2024 2023 Salaries and benefits ​ $ 3,635,658 ​ $ 3,844,445 ​ $ 10,814,786 ​ $ 11,507,372 Professional fees ​ 1,026,305 ​ 687,007 ​ 4,324,986 ​ 3,273,733 Insurance expenses ​ 435,789 ​ 656,100 ​ 1,414,059 ​ 1,967,588 Marketing ​ ​ 239,932 ​ ​ 161,782 ​ ​ 651,892 ​ ​ 613,963 Other expenses ​ 1,573,594 ​ 1,399,980 ​ 4,321,399 ​ 4,602,920 Total ​ $ 6,911,278 ​ $ 6,749,314 ​ $ 21,527,122 ​ $ 21,965,576 ​

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Tables)	9 Months Ended
	Sep. 30, 2024
Supplemental Cash Flow Information
Schedule of supplemental cash flow information	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ September 30, ​ 2024 2023 Cash paid for interest ​ $ 20,355,166 ​ $ 18,214,889 Cash paid for income taxes ​ — ​ 1,055,235 Change in construction accrued expenses ​ (280,999) ​ 10,475,367 Stock issued in connection with financing activities ​ 5,387,500 ​ — (1) For supplemental cash flow information related to leases, refer to Note 10.

Description of Business and S_2

Description of Business and Summary (Details) - Arrangement Agreement with Verano Holdings Corp			12 Months Ended
	May 02, 2024 USD ($)	Oct. 13, 2022 USD ($)	Dec. 31, 2023 item	Jan. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Damages sought | $	$ 860,900,000	$ 14,875,000
Lists of documents served for examination | item			4
Subordinate Voting Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exchange ratio				0.22652
Multiple Voting Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exchange ratio				22.652

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Anti-dilutive shares outstanding (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	54,682,599	83,860,283
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	31,440,328	29,633,217
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	19,134,522	9,437,649
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding	4,107,749	2,714,491
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares outstanding		42,074,926

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Disaggregation of revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 25,165,343	$ 24,675,145	$ 74,360,905	$ 63,960,125
Retail
Disaggregation of Revenue [Line Items]
Revenue	19,740,787	20,147,074	60,159,246	53,761,973
Wholesale
Disaggregation of Revenue [Line Items]
Revenue	$ 5,424,556	$ 4,528,071	$ 14,201,659	$ 10,198,152

Business Combinations and Dis_3

Business Combinations and Dispositions - Assets Held for Sale (Details) - Disposal Group, Held-for-Sale, Not Discontinued Operations - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal of Impairment loss	$ 0
Businesses in New York, Nevada and Massachusetts
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Operating losses	12,152,587	$ 10,099,014
Assets held for sale
Property and equipment	88,793,895		$ 86,864,965
Intangible assets	972,000		662,500
Operating lease, right-of-use-asset	3,381,612		3,381,612
Deposits	1,870,233		304,194
Total assets held for sale	95,017,740		91,213,271
Liabilities held for sale
Right of Use Liability	88,437,021		88,326,323
Total liabilities held for sale	$ 88,437,021		$ 88,326,323

Fair Value Measurements - Summa

Fair Value Measurements - Summary of assets that are measured at fair value on a recurring basis (Details)	9 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value Measurements
Asset impairment charge	$ 0

Accounts Receivable (Details)

Accounts Receivable (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounts Receivable
Trade receivable	$ 2,673,965	$ 2,256,763
Tax withholding receivable	174,660	174,660
Other		655,217
Total	2,848,625	3,086,640
Trade receivables, credit losses	99,736	95,686
Tax withholding receivable, credit losses	$ 159,275	$ 159,275

Notes Receivable (Details)

Notes Receivable (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Notes receivable, current	$ 0	$ 3,750,000
Proceeds from note receivable	3,600,000
Difference between the face value of notes and proceeds received	150,000
Pennsylvania Medical Solutions LLC
Short-Term Debt [Line Items]
Total consideration	$ 3,750,000

Inventory (Details)

Inventory (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventory
Work-in-progress	$ 13,118,519	$ 13,058,348
Finished goods	5,805,958	5,278,331
Other	921,450	949,191
Total	$ 19,845,927	$ 19,285,870

Inventory - Schedule of invento

Inventory - Schedule of inventory valuation adjustments (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Inventory
Work-in-progress	$ 433,283	$ 1,024,225	$ 231,583	$ 1,580,264
Finished goods	(40,283)	(40,029)	(101,583)	(16,392)
Total	$ 393,000	$ 984,196	$ 130,000	$ 1,563,872

Prepayments and other current_3

Prepayments and other current assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Prepayments and other current assets
Prepaid Insurance	$ 1,015,178	$ 806,610
Other Prepaid Expenses	817,813	529,624
Total	$ 1,832,991	$ 1,336,234

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property and Equipment, Net
Property and equipment, gross	$ 40,193,570	$ 32,387,832
Less: accumulated depreciation	(9,684,390)	(9,096,649)
Total	30,509,180	23,291,183
Land
Property and Equipment, Net
Property and equipment, gross	863,105	863,105
Buildings and leasehold improvements
Property and Equipment, Net
Property and equipment, gross	16,259,882	15,124,915
Furniture and equipment
Property and Equipment, Net
Property and equipment, gross	7,240,644	7,807,250
Software
Property and Equipment, Net
Property and equipment, gross	39,388	242,204
Vehicles
Property and Equipment, Net
Property and equipment, gross	447,478	284,000
Construction-in-progress
Property and Equipment, Net
Property and equipment, gross	7,770,507	128,220
Right of use asset under finance lease
Property and Equipment, Net
Property and equipment, gross	$ 7,572,566	$ 7,938,138

Property and Equipment, Net - N

Property and Equipment, Net - Narrative (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation on property and equipment	$ 1,901,198	$ 2,223,540
Accumulated amortization of right of use asset under finance lease	2,408,998	2,221,116
Right of use asset under finance lease	7,572,566
Capitalized inventory	1,678,435	1,846,419
Asset impairment charge	0
Property and Equipment net
Property, Plant and Equipment [Line Items]
Asset impairment charge	$ 0	$ 0

Leases - Components of lease ex

Leases - Components of lease expenses (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Leases
Amortization of ROU assets	$ 410,013	$ 557,817
Interest on lease liabilities	10,654,530	8,409,687
Operating lease costs	1,412,489	1,472,588
Total lease costs	$ 12,477,032	$ 10,440,092

Leases - Future minimum lease p

Leases - Future minimum lease payments (Details)	Sep. 30, 2024 USD ($)
Operating Leases
2024	$ 560,981
2025	3,047,603
2026	2,727,346
2027	2,474,144
2028	2,254,049
Thereafter	7,824,515
Total minimum lease payments	18,888,638
Less discount to net present value	(4,111,939)
Less liabilities held for sale	(2,837,202)
Present value of lease liability	11,939,497
Finance Leases
2024	3,416,902
2025	13,773,155
2026	14,183,661
2027	14,606,527
2028	15,042,128
Thereafter	218,572,918
Total minimum lease payments	279,595,291
Less discount to net present value	(185,628,604)
Less liabilities held for sale	(85,599,819)
Present value of lease liability	8,366,868
Total
2024	3,977,883
2025	16,820,758
2026	16,911,007
2027	17,080,671
2028	17,296,177
Thereafter	226,397,433
Total minimum lease payments	298,483,929
Less discount to net present value	(189,740,543)
Less liabilities held for sale	(88,437,021)
Present value of lease liability	$ 20,306,365

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($)	Feb. 24, 2023	Feb. 22, 2024
Cannabis cultivation and manufacturing facilities located in Elk River, Minnesota
Leases
Allowance of tenant improvement		$ 2,000,000
Monthly base rent		82,500
Initial purchase price, amount		$ 13,000,000
Initial purchase price, percentage		3%
Fourth Amendment
Leases
Allowance of tenant improvement	$ 4,000,000
Amount of increase in monthly base rent	$ 50,000

Leases - Supplemental cash flow

Leases - Supplemental cash flow information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Leases
Lease principal payments - finance	$ 162,405	$ 1,414,698
Lease principal payments - operating	633,540
Non-cash additions to ROU assets	9,270,915
Amortization of operating leases	$ 531,359	$ 670,782

Leases - Other information (Det

Leases - Other information (Details)	Sep. 30, 2024	Sep. 30, 2023
Leases
Weighted-average remaining lease term (years) - operating leases	7 years 10 months 6 days	4 years 3 months 7 days
Weighted-average remaining lease term (years) - finance leases	16 years 4 months 2 days	17 years 1 month 20 days
Weighted-average discount rate - operating leases	8.16%	15%
Weighted-average discount rate - finance leases	16.20%	15.31%

Intangibles - Finite and Indefi

Intangibles - Finite and Indefinite (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Finite-lived intangible assets
Additions				$ 1,090,919
Amortization			$ (540,101)	(498,828)
Amortization	$ (204,813)	$ (204,813)	(614,437)	(523,607)
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]					Operating Expenses
Licenses & Trademarks
Finite-lived intangible assets
Beginning balance			8,718,577	$ 8,776,946	$ 8,776,946
Divestitures					(409,239)
Additions					1,090,919
Amortization					(728,419)
Amortization			(614,437)
Write off					(11,630)
Ending balance	$ 8,104,140		$ 8,104,140		$ 8,718,577

Intangibles - Expected Amortiza

Intangibles - Expected Amortization (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Intangibles
Amortization	$ 204,813	$ 204,813	$ 614,437	$ 523,607
Capitalized cost	24,778	$ 24,779	74,336	$ 24,779
Future minimum lease payments (principal and interest) on the leases
2024	819,655		819,655
2025	819,655		819,655
2026	819,655		819,655
2027	819,655		819,655
2028	$ 819,655		$ 819,655

Accounts Payable and Accrued _3

Accounts Payable and Accrued Liabilities (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounts Payable and Accrued Liabilities
Accounts payable - trade	$ 3,757,200	$ 1,769,346
Accrued Expenses	4,297,047	4,852,648
Taxes payable	192,716	218,563
Contract liability	921,785	833,832
Total accounts payable and accrued liabilities	$ 9,168,748	$ 7,674,389

Long-Term Debt - Narrative (Det

Long-Term Debt - Narrative (Details) - USD ($)

9 Months Ended

12 Months Ended

Jul. 31, 2024

May 21, 2024

Nov. 19, 2023

Mar. 31, 2023

Jan. 31, 2022

Nov. 18, 2021

Mar. 25, 2021

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2017

Dec. 31, 2023

Nov. 19, 2021

Dec. 31, 2019

Long-Term Debt

Note balance

$ 1,144,000

$ 60,220,535

Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]

us-gaap:PrimeRateMember

us-gaap:PrimeRateMember

Long-term debt

Long-Term Debt

Deferred financing costs as contra liability

5,089,311

$ 1,524,531

Subordinate Voting Shares

Long-Term Debt

Shares issued in private placement (in shares)

15,000,000

Promissory Note

Long-Term Debt

Note payable amount

$ 1,010,000

$ 1,110,000

Interest rate

15%

Frequency of periodic payments

monthly

Promissory Note | Charm City Medicus, LLC

Long-Term Debt

Note payable amount

$ 2,000,000

Interest rate

15%

8%

Principal amount paid off

$ 1,000,000

Note balance

$ 1,000,000

Maturity date

Nov. 19, 2024

Credit Facility

Long-Term Debt

Interest rate

15%

Maximum aggregate principal amount

$ 4,200,000

$ 46,000,000

Proceeds from Credit Facility

$ 26,000,000

Interest rate (variable rate)

10.375%

Interest rate, paid in kind

2%

2.75%

Accrued deferred financing cost issued

15,000,000

15,000,000

Deferred financing costs fair value

$ 5,387,500

$ 1,407,903

5,387,500

Price per share

$ 0.431

$ 0.094

Percentage of discount to market price

22%

Trading lock up period

4 months

Credit Facility | Interest expense

Long-Term Debt

Monthly credit monitoring fee

$ 130,400

$ 130,400

Credit Facility | Subordinate Voting Shares

Long-Term Debt

Shares issued in private placement (in shares)

12,500,000

Credit Facility | Charm City Medicus, LLC

Long-Term Debt

Interest held as collateral

25%

Term Loan

Long-Term Debt

Note payable amount

$ 1,200,000

Deferred financing costs fair value

$ 68,600

Interest rate

12%

Arrangement Agreement with Verano Holdings Corp

Long-Term Debt

Interest rate

13.375%

Interest rate (variable rate)

10.375%

Interest rate, paid in kind

2.75%

Arrangement Agreement with Verano Holdings Corp | Maximum

Long-Term Debt

Maximum aggregate principal amount

$ 55,000,000

Long-Term Debt - Summary (Detai

Long-Term Debt - Summary (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Long-Term Debt
Less: current portion	$ 1,144,000	$ 60,220,535
Total long-term debt	56,833,206
Promissory Note And Line Of Credit
Long-Term Debt
Beginning of period	60,220,535	58,028,604
Proceeds	1,200,000
Principal repayments	(1,098,000)	(2,976,362)
Deferred financing costs	(5,456,100)	(1,407,903)
PIK interest	1,219,451	1,607,032
Amortization of deferred financing costs	1,891,320	4,969,164
End of period	57,977,206	60,220,535
Less: current portion	1,144,000	60,220,535
Total long-term debt	56,833,206
Stated maturities of long-term debt
2024	1,144,000
2027	56,833,206
Total	$ 57,977,206	$ 60,220,535

Convertible Notes (Details)

Convertible Notes (Details)			9 Months Ended	12 Months Ended
	Jul. 31, 2024 shares	Apr. 28, 2023 USD ($) $ / shares	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) tranche $ / shares
Subordinate Voting Shares
Convertible Notes
Conversion of convertible debt (in shares) | shares			3,287,900
Subordinate Voting Shares | Chicago Atlantic Opportunity Portfolio, LP
Convertible Notes
Conversion of convertible debt (in shares) | shares	73,016,061		73,016,061
Convertible Notes
Convertible Notes
Maximum aggregate principal amount		$ 10,000,000
Debt instrument, term		3 years
Interest rate		12%
Cash interest rate		6%
Interest rate, paid in kind		6%
Amount converted				$ 8,000,000
Conversion price per share | $ / shares			$ 0.145	$ 0.145
Number of additional tranches | tranche				8
Warrants issued | shares			6,250,000
Term of warrants			5 years
Warrants issued in financing activities			$ 497,055
Legal and administrative expenses			1,346,793
Deferred financing costs unamortized			$ 0	$ 1,083,697
Convertible Debt, Tranche 1
Convertible Notes
Amount converted		$ 2,000,000
Conversion price per share | $ / shares		$ 0.145
Convertible Debt, Tranches 2 and 3 | Maximum
Convertible Notes
Conversion price per share | $ / shares		$ 0.145
Conversion premium, as a percentage of share price		20

Convertible Notes - Summary (De

Convertible Notes - Summary (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Convertible Notes
Proceeds		$ 5,348,140
Total convertible debt			$ 9,140,257
Convertible Notes
Convertible Notes
Beginning of period	$ 9,140,257
Proceeds			10,000,000
Deferred financing costs			(1,346,793)
PIK interest	363,376		223,954
Amortization of deferred financing costs	270,924		263,096
Conversion	$ (9,774,557)
End of period			9,140,257
Total convertible debt			$ 9,140,257

Stockholders' Equity - Shares -

Stockholders' Equity - Shares - Tabular Disclosure (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024 Vote $ / shares	Dec. 31, 2023
Subordinate Voting Shares
Common stock
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Common stock, authorized	Unlimited	Unlimited
Common stock, voting rights	1 vote for each share
Common stock, voting rights, votes per share | Vote	1
Multiple Voting Shares
Common stock
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Common stock, authorized	Unlimited	Unlimited
Common stock, voting rights	100 votes for each share
Common stock, voting rights, votes per share | Vote	100
Super Voting Shares
Common stock
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Common stock, authorized	Unlimited	Unlimited
Common stock, voting rights	1,000 votes for each share
Common stock, voting rights, votes per share | Vote	1,000

Stockholders' Equity - Shares_2

Stockholders' Equity - Shares - General Information (Details)	Sep. 30, 2024 Vote shares
Subordinate Voting Shares
Common stock
Common stock, voting rights, votes per share	1
Multiple Voting Shares
Common stock
Common stock, voting rights, votes per share	100
Common stock, convertible, number of shares (in shares) | shares	100
Super Voting Shares
Common stock
Common stock, voting rights, votes per share	1,000
Common stock, convertible, number of shares (in shares) | shares	1

Stockholders' Equity - Shares I

Stockholders' Equity - Shares Issued (Details) - USD ($)		9 Months Ended
	Jul. 31, 2024	Sep. 30, 2024	Sep. 30, 2023
Stockholders' Equity
Options exercised (in shares)		50,000
Proceeds from option exercises		$ 16,500
Proceeds from warrant exercises		$ 43,953
Number of Subordinate Voting Shares issued on redemption of Super Voting Shares			6,541,100
Number of Subordinate Voting Shares issued on redemption of Multiple Voting Shares			70,200
Chicago Atlantic Admin, LLC and Affiliates
Stockholders' Equity
Number of subordinate voting shares issued		12,500,000
Chicago Atlantic Opportunity Portfolio, LP
Stockholders' Equity
Number of subordinate voting shares issued		1,300,078
Proceeds from issuance of of subordinate voting shares		$ 700,000
Warrants
Stockholders' Equity
Proceeds from warrant exercises		$ 43,953
Multiple Voting Shares
Stockholders' Equity
Number of shares redeemed			702
Number of shares converted		32,879
Subordinate Voting Shares
Stockholders' Equity
Number of shares converted		3,287,900
Options exercised (in shares)		50,000
Proceeds from option exercises		$ 16,500
Number of stock warrants exercised for subordinate Voting Shares		303,127
Subordinate Voting Shares | Chicago Atlantic Admin, LLC
Stockholders' Equity
Number of shares issued for advisory services			15,000,000
Subordinate Voting Shares | Chicago Atlantic Opportunity Portfolio, LP
Stockholders' Equity
Number of shares converted	73,016,061	73,016,061
Super Voting Shares
Stockholders' Equity
Number of shares redeemed			65,411

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Options - General Information (Details) - Employee Stock Option	9 Months Ended
	Sep. 30, 2024
Stock-Based Compensation
Percentage of the number of shares outstanding assuming conversion of all super voting shares and multiple voting shares to subordinate voting shares permitted to be issued (as a percent)	10%
Percentage of the fair market value of shares on the date of grant (as a percent)	100%
Maximum
Stock-Based Compensation
Expiration period	10 years

Stock-Based Compensation - St_2

Stock-Based Compensation - Stock Options - Assumptions (Details) - Employee Stock Option - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Weighted average assumptions
Risk-Free Interest Rate (as a percent)	3.88%	3.81%
Weighted Average Exercise Price	$ 0.49	$ 0.25
Weighted Average Stock Price	$ 0.49	$ 0.25
Expected Life of Options (years)	7 years	6 years 1 month 13 days
Expected Annualized Volatility (as a percent)	100%	100%
Grant Fair Value	$ 0.41	$ 0.13

Stock-Based Compensation - St_3

Stock-Based Compensation - Stock Options - Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Number of Shares
Beginning balance (in shares)	29,969,324	23,547,558
Forfeitures (in shares)	(952,835)	(4,137,079)
Exercised (in shares)	(50,000)
Granted (in shares)	2,473,839	10,558,845
Ending balance (in shares)	31,440,328	29,969,324	23,547,558
Weighted Average Exercise Price
Beginning of period (in dollars per share)	$ 0.50	$ 0.66
Forfeitures (in dollars per share)	0.77	0.82
Exercised (in dollars per share)	0.33
Granted (in dollars per share)	0.49	0.25
End of period (in dollars per share)	$ 0.49	$ 0.50	$ 0.66
Additional Information
Weighted average remaining life	5 years 8 months 19 days	6 years 2 months 4 days	7 years 3 months 18 days
Granted		6 years 5 months 1 day
Options exercisable, outstanding (in shares)	26,718,615
Options exercisable, weighted average exercise price (in dollars per share)	$ 0.42
Options exercisable, weighted average remaining life	5 years 3 months 14 days

Stock-Based Compensation - St_4

Stock-Based Compensation - Stock Options - Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock-based compensation expense
Stock-based compensation expense			$ 1,424,140	$ 4,009,415
Employee Stock Option
Stock-based compensation expense
Stock-based compensation expense	$ 615,215	$ 248,000	$ 641,196	$ 2,247,635

Stock-Based Compensation - St_5

Stock-Based Compensation - Stock Options - Unrecognized Compensation Costs (Details) - Employee Stock Option	9 Months Ended
	Sep. 30, 2024 USD ($)
Unrecognized compensation costs
Unrecognized compensation costs	$ 549,340
Cost not yet recognized, period for recognition	1 year 4 months 24 days

Stock-Based Compensation - St_6

Stock-Based Compensation - Stock Options - Intrinsic Value (Details)	Sep. 30, 2024 USD ($)
Additional Information
Options outstanding, intrinsic value	$ 4,884,187
Options exercisable, intrinsic value	$ 4,432,386

Stock-Based Compensation - Warr

Stock-Based Compensation - Warrants - General Information and Assumptions (Details)	Sep. 30, 2024 shares
Common Stock Warrants, Equity, Subordinate Voting Share Warrants
Warrants
Warrants, number of shares called by each warrant (in shares)	1

Stock-Based Compensation - Wa_2

Stock-Based Compensation - Warrants - Outstanding (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Warrants
Granted		6 years 5 months 1 day
SVS Warrants
Warrants
Warrants outstanding, beginning balance (in shares)	16,400,000	150,000
Granted (in shares)		16,250,000
Exercised (in shares)	(303,127)
Warrants outstanding, ending balance (in shares)	16,096,873	16,400,000	150,000
Warrants exercisable (in shares)	16,096,873
Weighted average exercise price, beginning of period (in dollars per share)	$ 0.21	$ 1.49
Granted (in dollars per share)		0.20
Exercised (in dollars per share)	0.145
Weighted average exercise price, end of period (in dollars per share)	0.21	$ 0.21	$ 1.49
Warrants exercisable, weighted average exercise price (in dollars per share)	$ 0.21
Weighted average remaining life	3 years 9 months 25 days	4 years 6 months 25 days	2 years
Granted		5 years
Warrants exercisable, weighted average remaining life	3 years 9 months 25 days
SVS Warrants Denominated
Warrants
Warrants outstanding, beginning balance (in shares)	3,037,649	3,037,649
Warrants outstanding, ending balance (in shares)	3,037,649	3,037,649	3,037,649
Warrants exercisable (in shares)	3,037,649
Weighted average exercise price, beginning of period (in dollars per share)	$ 3.50	$ 3.50
Weighted average exercise price, end of period (in dollars per share)	3.50	$ 3.50	$ 3.50
Warrants exercisable, weighted average exercise price (in dollars per share)	$ 3.50
Weighted average remaining life	1 year 5 months 23 days	2 years 2 months 23 days	3 years 2 months 23 days
Warrants exercisable, weighted average remaining life	1 year 5 months 23 days

Stock-Based Compensation - Wa_3

Stock-Based Compensation - Warrants - Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock-based compensation expense
Stock-based compensation expense			$ 1,424,140	$ 4,009,415
Common Stock Warrants, Equity, Subordinate Voting Share Warrants
Stock-based compensation expense
Stock-based compensation expense	$ 0	$ (3,820)		$ 1,244,404

Stock-Based Compensation - RSU

Stock-Based Compensation - RSU (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Stock-Based Compensation
Stock-based compensation expense			$ 1,424,140	$ 4,009,415
RSUs
Stock-Based Compensation
Vesting Period			3 years
Stock-based compensation expense	$ 689,704	$ 52,437	$ 782,944	$ 517,376
Number of Shares
Beginning balance (in shares)			2,543,011	3,221,677	3,221,677
Granted (in shares)			1,728,458
Forfeitures (in Shares)			(163,720)		(678,666)
Ending balance (in shares)	4,107,749		4,107,749		2,543,011
Vested (in Shares)			2,253,298
Weighted Average Exercise Price
Beginning of period (in dollars per share)			$ 0.88	$ 0.81	$ 0.81
Granted (in dollars per share)			0.50
Forfeitures (in dollars per share)			0.54		0.54
End of period (in dollars per share)	$ 0.73		0.73		$ 0.88
Vested (in dollars per share)			$ 0.71

Commitments and Contingencies (

Commitments and Contingencies (Details)			12 Months Ended
	May 02, 2024 USD ($)	Oct. 13, 2022 USD ($)	Dec. 31, 2023 item	Jan. 31, 2022	Feb. 25, 2019 USD ($)
Arrangement Agreement with Verano Holdings Corp
Commitments and Contingencies
Damages sought	$ 860,900,000	$ 14,875,000
Lists of documents served for examination | item			4
Arrangement Agreement with Verano Holdings Corp | Subordinate Voting Shares
Commitments and Contingencies
Exchange ratio				0.22652
Arrangement Agreement with Verano Holdings Corp | Multiple Voting Shares
Commitments and Contingencies
Exchange ratio				22.652
Schneyer | Minimum
Commitments and Contingencies
Unspecified damages					$ 50,000

Selling, General and Administ_3

Selling, General and Administrative Expenses (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Selling, General and Administrative Expenses
Salaries and benefits	$ 3,635,658	$ 3,844,445	$ 10,814,786	$ 11,507,372
Professional fees	1,026,305	687,007	4,324,986	3,273,733
Insurance expenses	435,789	656,100	1,414,059	1,967,588
Marketing	239,932	161,782	651,892	613,963
Other expenses	1,573,594	1,399,980	4,321,399	4,602,920
Total	$ 6,911,278	$ 6,749,314	$ 21,527,122	$ 21,965,576

Other Income (Expense) (Details

Other Income (Expense) (Details)		3 Months Ended		9 Months Ended
	Oct. 05, 2023 shares	Sep. 30, 2024 USD ($) Y $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Y $ / shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Unusual Risk or Uncertainty [Line Items]
Government assistance, income, increase (decrease)		$ 815,422	$ 4,650,264	$ 815,422	$ 4,650,264
Warrants held		$ 5,221,971		5,221,971		$ 1,937,352
Change in fair value warrants held				$ 3,284,619
Grown Rogue International Inc.
Unusual Risk or Uncertainty [Line Items]
Warrants issuable under agreement | shares	8,500,000
Exercise price of warrants (in dollars per share) | $ / shares		$ 0.167		$ 0.167
Change in fair value warrants held		$ 354,328		$ 3,284,619
Grown Rogue International Inc. | Share price
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input | $ / shares		0.70		0.70
Grown Rogue International Inc. | Measurement Input, Expected Term [Member]
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input | Y		4.02		4.02
Grown Rogue International Inc. | Measurement Input, Risk Free Interest Rate [Member]
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input		3.58		3.58
Grown Rogue International Inc. | Measurement Input, Option Volatility [Member]
Unusual Risk or Uncertainty [Line Items]
Warrants, measurement input		100		100

Supplemental Cash Flow Inform_3

Supplemental Cash Flow Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jul. 31, 2024	Mar. 31, 2023
Noncash or Part Noncash Acquisitions [Line Items]
Cash paid for interest	$ 20,355,166	$ 18,214,889
Cash paid for income taxes		1,055,235
Change in construction accrued expenses	(280,999)	$ 10,475,367
Line of Credit [Member]
Noncash or Part Noncash Acquisitions [Line Items]
Stock issued in connection with financing activities	$ 5,387,500		$ 5,387,500	$ 1,407,903

Financial Instruments (Details)

Financial Instruments (Details)	9 Months Ended
	Sep. 30, 2024 USD ($)
Financial Instruments
Effect on net income of 100 basis point change in US prime rate	$ 420,133

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Related Party Transactions
Due to related parties	$ 0	$ 121,846

Subsequent Events - Consulting

Subsequent Events - Consulting Agreement (Details) - Subsequent Events - Grown Rogue Warrants shares in Millions	Oct. 09, 2024 USD ($) shares
Subsequent Events
Warrants forfeited (in shares)	4.5
Warrants received as per agreement (in shares)	8.5
Lump sum termination fee | $	$ 800,000

Subsequent Events - Separation

Subsequent Events - Separation Agreement (Details)		9 Months Ended	12 Months Ended
	Oct. 09, 2024 USD ($) installment $ / shares shares	Sep. 30, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares
Subsequent Event [Line Items]
Number of options granted (in shares)		2,473,839	10,558,845
Exercise price per share (in $ per share) | $ / shares		$ 0.49	$ 0.25
Restricted stock units
Subsequent Event [Line Items]
Number of equity instruments other than options granted (in shares)		1,728,458
Subsequent event
Subsequent Event [Line Items]
Salary continuation period (in years)	2 years
Salary per annum | $	$ 300,000
Number of options accelerated (in shares)	250,000
Subsequent event | Restricted stock units
Subsequent Event [Line Items]
Number of equity instruments other than options granted (in shares)	500,000
Number of installments for vesting | installment	12
Subsequent event | Employee Stock Option [Member]
Subsequent Event [Line Items]
Number of options granted (in shares)	500,000
Exercise price per share (in $ per share) | $ / shares	$ 0.50

Subsequent Events - Convertible

Subsequent Events - Convertible Notes (Details) - Convertible Notes - USD ($) $ / shares in Units, $ in Millions	Nov. 01, 2024	Apr. 28, 2023	Sep. 30, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Debt instrument, term (in years)		3 years
Stated percentage		12%
Conversion price per share (in $ per share)			$ 0.145	$ 0.145
Subsequent Events
Subsequent Event [Line Items]
Maximum aggregate principal amount	$ 10
Debt instrument, term (in years)	3 years
Stated percentage	12%
Conversion price per share (in $ per share)	$ 0.625