PLNH / Planet 13 Holdings Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56374 PLANET 13 HOLDINGS INC.

Amendment No.1 to the Planet 13 Holdings Inc. 2023 Equity Incentive Plan.

Exhibit 10.1 AMENDMENT NO. 1 TO THE PLANET 13 HOLDINGS INC. 2023 EQUITY INCENTIVE PLAN This Amendment No. 1 (the “Amendment”) to the Planet 13 Holdings Inc. 2023 Equity Incentive Plan, as amended (the “Plan”) was adopted by the Board of Directors (“Board”) of Planet 13 Holdings Inc., a Nevada corporation (the “Company”) on June 11, 2025. WHEREAS, the Plan was adopted, upon receipt of approval by t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission F

Planet 13 Announces Q2 2025 Financial Results

Exhibit 99.1 Planet 13 Announces Q2 2025 Financial Results ● Q2 2025 Revenue of $26.9 million ● Q2 2025 Net loss of $13.3 million ● Q2 2025 Adjusted EBITDA loss of $2.4 million All figures are reported in United States dollars ($) unless otherwise indicated Las Vegas, Nevada – August 13, 2025 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-i

As filed with the Securities and Exchange Commission on July 22, 2025

As filed with the Securities and Exchange Commission on July 22, 2025 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Planet 13 Holdings Inc.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fil

Planet 13 Announces Results of Annual General Meeting

Exhibit 99.1 Planet 13 Announces Results of Annual General Meeting Las Vegas, Nevada – June 11, 2025 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced the following results for each item of business considered at Planet 13’s Annual General Meeting of Stockholders held on Tuesday, June 10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission File

Planet 13 Announces Chief Financial Officer Resignation; Steve McLean Named Interim Chief Financial Officer

Exhibit 99.1 Planet 13 Announces Chief Financial Officer Resignation; Steve McLean Named Interim Chief Financial Officer Las Vegas, Nevada – May 20, 2025 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced that Dennis Logan, the Chief Financial Officer of the Company, submitted his resigna

Planet 13 Announces Q1 2025 Financial Results

Exhibit 99.1 Planet 13 Announces Q1 2025 Financial Results ● Q1 2025 Revenue of $28.0 million ● Q1 2025 Net loss of $2.0 million ● Q1 2025 Adjusted EBITDA loss of $2.5 million All figures are reported in United States dollars ($) unless otherwise indicated Las Vegas, Nevada – May 14, 2025 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56374 PLANET 13 HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐   Check the appropriate box:  ☐     Preliminary Proxy Statement  ☐     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(

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Exhibit 99.1 Las Vegas, Nevada – April 1, 2025 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, announced that it granted Restricted Stock Units (“RSUs”) to certain of its officers, directors and employees after market close on March 31, 2025. Pursuant to the terms of the Company’s 2023 Equity Compensa

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission F

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Exhibit 99.1 Las Vegas, Nevada – April 1, 2025 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, announced that it granted Restricted Stock Units (“RSUs”) to certain of its officers, directors and employees after market close on March 31, 2025. Pursuant to the terms of the Company’s 2023 Equity Compensa

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April [1], 2025 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission F

Planet 13 Announces Q4 2024 Financial Results

Exhibit 99.1 Planet 13 Announces Q4 2024 Financial Results ● Q4 2024 Revenue of $30.3 million ● Q4 2024 Net loss of $26.4 million, which included a non-cash impairment loss of $18.9 million ● Q4 2024 Adjusted EBITDA of $0 million All results are reported in United States dollars ($) unless otherwise indicated. Las Vegas, Nevada – March 26, 2025 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-563

List of Subsidiaries of Planet 13 Holdings Inc.

EXHIBIT 21 Subsidiaries of Planet 13 Holdings Inc. Subsidiaries of Company Jurisdiction BLC Management Company, LLC (a) Nevada BLC NV Food, LLC Nevada By The Slice, LLC (b) Nevada Club One Three, LLC (inactive) Nevada Crossgate Capital U.S. Holdings Corp. Nevada LBC CBD, LLC (c) Nevada MM Development Company, Inc. (d) Nevada Newtonian Principles, Inc. (e) California Next Green Wave, LLC California

Insider Trading Policy

EXHIBIT 19.1 PLANET 13 HOLDINGS INC. TIMELY DISCLOSURE, CONFIDENTIALITY AND INSIDER TRADING POLICY Enacted June 11, 2018 Updated by the CG&N Committee & Board by resolution on December 10, 2021 TIMELY DISCLOSURE, CONFIDENTIALITY AND INSIDER TRADING POLICY INDEX 1. PURPOSE AND SCOPE OF THIS POLICY.....1 2. RESPONSIBILITY FOR THIS POLICY AND RELATED MATTERS.....2 3. INDIVIDUALS WHO ARE AUTHORIZED TO

Filed via SEDAR

Exhibit 99.1 March 7, 2025 Filed via SEDAR To All Applicable Exchanges and Securities Administrators Subject: Planet 13 Holdings Inc. (the "Issuer") Notice of Meeting and Record Date Dear Sir/Madam: We are pleased to confirm the following information with respect to the Issuer's upcoming meeting of securityholders: Meeting Type: Annual Meeting Meeting Date: June 10, 2025 Record Date for Notice of

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2025 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fil

Planet 13 Announces Significant Recovery of Funds Related to El Capitan

Exhibit 99.1 Planet 13 Announces Significant Recovery of Funds Related to El Capitan LAS VEGAS, NV / ACCESSWIRE / March3, 2025 / Planet 13 Holdings Inc. (CSE:PLTH)(OTCQX:PLNH) ("Planet 13" or the "Company"), a leading vertically-integrated multi-state cannabis company, today announced a settlement and recovery of US$2.1 million of funds which were held at BridgeBank, a division of Western Alliance

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56374 PLANET 13 HOLDINGS INC.

Planet 13 Announces Q3 2024 Financial Results

Exhibit 99.1 Planet 13 Announces Q3 2024 Financial Results ● Q3 2024 Revenue of $32.2 million ● Q3 2024 Net loss of $7.4 million ● Q3 2024 Adjusted EBITDA of $1.3 million All figures are reported in United States dollars ($) unless otherwise indicated Las Vegas, Nevada – November 8, 2024 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission

Agreement of Lease by and between Loop’s Nursery & Greenhouses, Inc., a Florida corporation and Family Trust Created Under the Ruth F. Loop Revocable Trust Dated November 1, 1991, as Amended, a Florida revocable trust as Landlord and VidaCann, LLC, a Florida limited liability company as Tenant, concerning 4842 & 4844 Race Track Road, St. John’s County, Florida 32259, dated August 25, 2023.

Exhibit 10.1 Certain identified information in this document has been excluded because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [REDACTED] indicates where such information has been omitted. AGREEMENT OF LEASE by and between LOOP’S NURSERY & GREENHOUSES, INC., a Florida corporation and FAMILY TRUST CREATED UNDER THE RUTH F. LOOP REVOCABLE TRUST

Planet 13 Announces Q2 2024 Financial Results

Exhibit 99.1 Planet 13 Announces Q2 2024 Financial Results ● Q2 2024 Revenue of $31.1 million ● Q2 2024 Net loss of $8.1 million ● Q2 2024 Adjusted EBITDA of $3.2 million All figures are reported in United States dollars ($) unless otherwise indicated Las Vegas, Nevada – August 8, 2024 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrat

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56374 PLANET 13 HOLDINGS INC.

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fi

TABLE OF CONTENTS

Exhibit 99.2 Financial Statements VIDACANN, LLC TABLE OF CONTENTS Page Number INDEPENDENT AUDITOR'S REVIEW REPORT 1 FINANCIAL STATEMENTS Balance Sheets - March 31, 2024 and December 31, 2023 2 Statements of Operations - Three months ended March 31, 2024 and 2023 3 Statement of Changes in Members' Equity -Three months ended March 31, 2024 and the year ended December 31, 2023 4 Statement of Cash Flo

Planet 13 Holdings Inc. Unaudited Pro Forma Condensed Combined Financial Statements As of March 31, 2024 (Unaudited and Expressed in United States dollars)

Exhibit 99.4 Planet 13 Holdings Inc. Unaudited Pro Forma Condensed Combined Financial Statements As of March 31, 2024 (Unaudited and Expressed in United States dollars) The unaudited pro forma condensed combined financial statements of Planet 13 Holdings Inc. (“Planet 13” or the “Company”) consist of a condensed combined balance sheet at March 31, 2024, and condensed combined statements of operati

TABLE OF CONTENTS

Exhibit 99.1 Financial Statements VIDACANN, LLC December 31, 2023 TABLE OF CONTENTS Page Number INDEPENDENT AUDITOR'S REPORT 1-2 FINANCIAL STATEMENTS Balance Sheet 3 Statement of Income 4 Statement of Changes in Members' Equity 5 Statement of Cash Flows 6 NOTES TO FINANCIAL STATEMENTS 7 - 13 Steven D. Rawlins, CPA Gary M. Huggett, CPA David W. Howie, CPA INDEPENDENT AUDITOR'S REPORT To Management

Planet 13 Announces the Appointment of David Loop to the Board of Directors

Exhibit 99.1 Planet 13 Announces the Appointment of David Loop to the Board of Directors Las Vegas, Nevada – June 12, 2024 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced the appointment of David Loop, the former Chief Executive Officer of VidaCann LLC (“VidaCann”) to Planet 13’s board

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fil

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fil

Planet 13 Announces Results of Annual General Meeting

Exhibit 99.1 Planet 13 Announces Results of Annual General Meeting Las Vegas, Nevada – June 11, 2024 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced the following results for each item of business considered at Planet 13’s Annual General Meeting of Stockholders held on Tuesday, June 11

Planet 13 Highlights the Growth of Planet 13 Florida (VidaCann) Through Q1 Preliminary Financials

Exhibit 99.1 Planet 13 Highlights the Growth of Planet 13 Florida (VidaCann) Through Q1 Preliminary Financials Las Vegas, Nevada – May 21, 2024 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced selected preliminary, unaudited financial results for VidaCann, LLC (“VidaCann”) for the first

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission File

Form of Promissory Note, dated May 10, 2024 (Related Party Note)

Exhibit 10.4 PROMISSORY NOTE $ Dated: May 10, 2024 FOR VALUE RECEIVED, VidaCann, LLC, a Florida limited liability company (“Maker”), promises to pay to (“Payee”) the principal sum of Dollars ($), lawful money of the United States of America, together with interest accrued thereon, at the rate and on the terms hereinafter set forth. Maker and Planet 13 Holdings Inc. are parties to a Membership Inte

Business Loan Agreement, dated February 2, 2022, by and between VidaCann, LLC and Lafayette State Bank

Exhibit 10.5 *000000004001431500095502022022* BUSINESS LOAN AGREEMENT Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $3,000,000.00 02-02-2022 02-20-2025 4001431500 4a / 0011 *** *** References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted du

Form of Promissory Note, dated May 10, 2024 (Seller Note)

Exhibit 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN

Promissory Note, dated February 2, 2022, issued by VidaCann, LLC

Exhibit 10.6 *000000004001431500095502022022* PROMISSORY NOTE Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $3,000,000.00 02-02-2022 02-20-2025 4001431500 4a / 0011 *** *** References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to tex

Form of Lock-Up Agreement, dated May 10, 2024

Exhibit 10.7 Lock-Up Agreement May 10, 2024 Planet 13 Holdings Inc. 2548 W Desert Inn Rd, Suite 100 Las Vegas, Nevada 89109 To whom this may concern: As an inducement for (i) Planet 13 Holdings Inc., a Nevada corporation (“Planet 13” or Purchaser”) to execute the membership interest purchase agreement (the “Purchase Agreement”), dated as of August 28, 2023, by and among Purchaser, VidaCann, LLC, a

Planet 13 Closes Acquisition of VidaCann

Exhibit 99.1 Planet 13 Closes Acquisition of VidaCann Las Vegas, Nevada – May 10, 2024 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced the closing on May 10, 2024 of its previously announced acquisition of VidaCann, LLC (“VidaCann”), following the previously announced approval from the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission File

Director Nomination Agreement, dated May 10, 2024, by and between Planet 13 Holdings Inc. and Loop’s Dispensaries, LLC.

Exhibit 10.8 DIRECTOR NOMINATION AGREEMENT This Director Nomination Agreement (this “Agreement”) is made as of May 10, 2024 by and among Planet 13 Holdings Inc., a Nevada corporation (the “Purchaser”) and Loop’s Dispensaries, LLC (“Dispensaries”). RECITALS WHEREAS, the Purchaser, Dispensaries, Ray of Hope 4 Florida, LLC (“Ray of Hope”) and Loops Nursery & Greenhouses, Inc. (“Nursery” and together

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission File

Planet 13 Announces Q1 2024 Financial Results

Exhibit 99.1 Planet 13 Announces Q1 2024 Financial Results ● Q1 2024 Revenue of $22.9 million ● Q1 2024 Net loss of $5.9 million ● Q1 2024 Adjusted EBITDA loss of $0.0 million All figures are reported in United States dollars ($) unless otherwise indicated Las Vegas, Nevada – May 9, 2024 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56374 PLANET 13 HOLDINGS INC.

Stock Purchase Agreement, dated January 22, 2024, by and between Planet 13 Holdings Inc. and SGW FL Enterprises, LLC.

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated effective as of January 22, 2024 (the “Effective Date”), by and between Planet 13 Holdings Inc., a Nevada corporation (“Seller”), and SGW FL Enterprises, LLC, a Florida limited liability company (“Buyer”). RECITALS WHEREAS, Seller owns all of the issued and outstanding shares of common stock (the “Shares”)

Planet 13 Closes Sale of Planet 13 Florida

Exhibit 99.1 Planet 13 Closes Sale of Planet 13 Florida Las Vegas, Nevada – May 6, 2024 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced the closing on May 6, 2024 of its previously announced sale of Planet 13 Florida, Inc. (“Planet 13 Florida”), following the previously announced appro

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission File

Planet 13 Announces OMMU Approval for Proposed Sale of Planet 13 Florida and Acquisition of VidaCann

Exhibit 99.1 Planet 13 Announces OMMU Approval for Proposed Sale of Planet 13 Florida and Acquisition of VidaCann Las Vegas, Nevada – April 29, 2024 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced it has received approval for the proposed sale of Planet 13 Florida, Inc. (“Planet 13 Flo

First Amendment to Membership Interest Purchase Agreement, dated April 26, 2024, by and between Planet 13 Holdings Inc., VidaCann LLC, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loops Nursery & Greenhouses, Inc., David Loop and Mark Ascik and David Loop, solely in his capacity as Seller Representative

Exhibit 10.1 FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), is entered into as of April 26, 2024, by and among Planet 13 Holdings Inc., a Nevada corporation (“Purchaser”), VidaCann, LLC, a Florida limited liability company (the “Company”), Loop’s Dispensaries, LLC (“Dispensaries”), Ray of Hope 4 Florida,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-563

Employment Agreement, dated February 7, 2024, between Lee Fraser and BLC Management Company LLC.

Exhibit 10.21 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of February 7, 2024, by and between Lee Fraser (the “Executive”) and BLC MANAGEMENT COMPANY LLC, a Nevada limited liability company (the “Company”), collectively “Parties”. WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; WHEREAS, the Executiv

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Com

Planet 13 Announces Q4 2023 Financial Results

Exhibit 99.1 Planet 13 Announces Q4 2023 Financial Results ● Q4 2023 Revenue of $23.0 million ● Q4 2023 Net loss of $14.3 million, which included a non-cash impairment loss of $7.2 million ● Q4 2023 Adjusted EBITDA of $1.3 million All results are reported in United States dollars ($) unless otherwise indicated. Las Vegas, Nevada – March 13, 2024 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH)

List of Subsidiaries of Planet 13 Holdings Inc.

EXHIBIT 21 Subsidiaries of Planet 13 Holdings Inc. Subsidiaries of Company Jurisdiction BLC Management Company, LLC (a) Nevada BLC NV Food, LLC Nevada By The Slice, LLC (b) Nevada Club One Three, LLC (inactive) Nevada Crossgate Capital U.S. Holdings Corp. Nevada LBC CBD, LLC (c) Nevada MM Development Company, Inc. (d) Nevada Newtonian Principles, Inc. (e) California Next Green Wave, LLC California

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fil

Filed via SEDAR

Exhibit 99.1 March 8, 2024 Filed via SEDAR To All Applicable Exchanges and Securities Administrators Subject: Planet 13 Holdings Inc. (the "Issuer") Notice of Meeting and Record Date Dear Sir/Madam: We are pleased to confirm the following information with respect to the Issuer's upcoming meeting of securityholders: Meeting Type: Annual Meeting Meeting Date: June 11, 2024 Record Date for Notice of

Underwriting Agreement, dated March 5, 2024, by and between Planet 13 Holdings Inc. and Canaccord Genuity LLC, as representative of the several underwriters listed in Schedule A thereto.

Exhibit 1.1 PLANET 13 HOLDINGS INC. 18,750,000 Units Underwriting Agreement March 5, 2024 Canaccord Genuity LLC 535 Madison Avenue New York, NY 10022 As Representative of the several Underwriters listed in Schedule A hereto Ladies and Gentlemen: Planet 13 Holdings Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwrite

Planet 13 Announces Closing of Public Offering of Units

Exhibit 99.2 Planet 13 Announces Closing of Public Offering of Units Las Vegas, Nevada – March 7, 2024 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), today announced the closing of its previously announced underwritten public offering (the “Offering”) for total gross proceeds to the Company of approximately US$11.3 million. Pursuant to the Offering, the Company

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fil

Warrant Agency Agreement, dated March 7, 2024, by and between Planet 13 Holdings Inc. and Odyssey Transfer US Inc.

Exhibit 4.1 PLANET 13 HOLDINGS INC. and ODYSSEY TRANSFER US INC., as Warrant Agent Warrant Agency Agreement Dated as of March 7, 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of March 7, 2024 (“Agreement”), between Planet 13 Holdings Inc., a Nevada corporation (the “Company”), and Odyssey Transfer US Inc., as warrant agent (the “Warrant Agent”). W I T N E S S E T H WHEREAS, purs

Form of Warrant to purchase common stock.

Exhibit 4.2 WARRANT TO PURCHASE COMMON STOCK PLANET 13 HOLDINGS INC. Warrant No.: CUSIP: 72707C116 ISIN: US72707C1163 Number of Warrant Shares: Initial Exercise Date: , 2024 THIS WARRANT TO PURCHASE COMMON STOCK (this “Warrant”) certifies that, for value received or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

Planet 13 Announces Pricing of Public Offering of Units

Exhibit 99.1 Planet 13 Announces Pricing of Public Offering of Units LAS VEGAS, March 5, 2024 /PRNewswire/ - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) ("Planet 13" or the "Company"), today announced the pricing of its previously announced underwritten public offering (the "Offering"). Pursuant to the Offering, the Company will issue and sell 18,750,000 units of the Company (the "Units") at

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274829 PROSPECTUS SUPPLEMENT (To Prospectus dated October 17, 2023) Planet 13 Holdings Inc. 18,750,000 Units, Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274829 PROSPECTUS SUPPLEMENT (To Prospectus dated October 17, 2023) Planet 13 Holdings Inc. 18,750,000 Units, Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock and 18,750,000 Shares of Common Stock Issuable Upon Exercise of the Warrants We are offering 18,750,000 units (the “Units”), each consist

Planet 13 Announces Commencement of Underwritten Public Offering of Units

Exhibit 99.1 Planet 13 Announces Commencement of Underwritten Public Offering of Units Las Vegas, Nevada – March 4, 2024 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), today announced that it has commenced an underwritten public offering (the “Offering”) of units (the “Units”), each Unit expected to consist of one share (each, a “Share”) of common stock, no par

TABLE OF CONTENTS

Exhibit 99.3 Financial Statements VIDACANN, LLC December 31, 2021 TABLE OF CONTENTS Page Number INDEPENDENT AUDITOR'S REPORT 1 FINANCIAL STATEMENTS Balance Sheet 3 Statement of Income 4 Statement of Changes in Members' Equity 5 Statement of Cash Flows 6 NOTES TO FINANCIAL STATEMENTS 7 - 11 Steven D. Rawlins, CPA Gary M. Huggett, CPA David W. Howie, CPA INDEPENDENT AUDITOR'S REPORT To Management an

Planet 13 Holdings Inc. Unaudited Pro Forma Condensed Combined Financial Statements As of September 30, 2023 (Unaudited and Expressed in United States dollars)

Exhibit 99.2 Planet 13 Holdings Inc. Unaudited Pro Forma Condensed Combined Financial Statements As of September 30, 2023 (Unaudited and Expressed in United States dollars) The unaudited pro forma condensed combined financial statements of Planet 13 Holdings Inc. (“Planet 13” or the “Company”) consist of a condensed combined balance sheet at September 30, 2023, and condensed combined statements of

TABLE OF CONTENTS

Exhibit 99.5 Financial Statements VIDACANN, LLC TABLE OF CONTENTS Page Number INDEPENDENT AUDITOR'S REVIEW REPORT 1 FINANCIAL STATEMENTS Balance Sheets - September 30, 2023 and December 31, 2022 2 Statements of Operations - Three months ended September 30, 2023 and 2022 3 Statements of Operations - Nine months ended September 30, 2023 and 2022 4 Statement of Changes in Members' Equity -Nine months

TABLE OF CONTENTS

Exhibit 99.4 Financial Statements VIDACANN, LLC December 31, 2022 TABLE OF CONTENTS Page Number INDEPENDENT AUDITOR'S REPORT 1-2 FINANCIAL STATEMENTS Balance Sheet 3 Statement of Income 4 Statement of Changes in Members' Equity 5 Statement of Cash Flows 6 NOTES TO FINANCIAL STATEMENTS 7 - 12 Steven D. Rawlins, CPA Gary M. Huggett, CPA David W. Howie, CPA INDEPENDENT AUDITOR'S REPORT To Management

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274829 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274829 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COM

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission Fil

Planet 13 Reports Unaudited, Preliminary Fourth Quarter and Full Year 2023 Financial Results and Date for Full Earnings Release

Exhibit 99.1 Planet 13 Reports Unaudited, Preliminary Fourth Quarter and Full Year 2023 Financial Results and Date for Full Earnings Release Las Vegas, Nevada – February 27, 2024 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced its unaudited preliminary financial results for the fourth

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission

Subsidiaries of Planet 13 Holdings Inc.

EXHIBIT 21 Subsidiaries of Planet 13 Holdings Inc. Name of Subsidiary Jurisdiction of Incorporation BLC Management Company, LLC Nevada BLC NV Food, LLC Nevada By The Slice, LLC (a) Nevada Club One Three, LLC (inactive) Nevada Crossgate Capital U.S. Holdings Corp.* Nevada LBC CBD, LLC (b) Nevada MM Development Company, Inc. (c) Nevada Newtonian Principles, Inc. (d) California Next Green Wave, LLC*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

EXERCISE NOTICE

EXHIBIT 2.7 EXHIBIT A EXERCISE NOTICE To: Frank Cowan, IV Reference is made to that certain Option Purchase Agreement (the “Agreement”), dated as of August 4, 2022, by and between FRANK COWAN, IV, an adult individual (the “Optionor”), and PLANET 13 HOLDINGS INC., a British Columbia corporation (the “Optionee”). Defined terms used herein shall have the meanings set forth in the Agreement. Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Planet 13 Holdings Inc., VidaCann, LLC, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loops Nursery & Greenhouses, Inc., David Loop, Mark Ascik David Loop, as the Seller Representative Dated

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Planet 13 Holdings Inc., VidaCann, LLC, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loops Nursery & Greenhouses, Inc., David Loop, Mark Ascik and David Loop, as the Seller Representative Dated as of August 28, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE 18 Section 2.1 Purchase and Sale 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

Planet 13 Announces Expansion of Leadership Team and Board

Exhibit 99.1 Planet 13 Announces Expansion of Leadership Team and Board Las Vegas, Nevada – February 8, 2024 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced the appointments of Lee Fraser to the role of Chief Administrative Officer, Tatev Oganyan to General Counsel and Kevin Martin to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission

Planet 13 to Restate Certain Previously Issued Financial Statements

Exhibit 99.1 Planet 13 to Restate Certain Previously Issued Financial Statements Las Vegas, Nevada – January 26, 2024 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced that, as a result of the preliminary information obtained in connection with an ongoing internal investigation, the Audi

Planet 13 Provides Further Update Regarding Access to Certain Cash Accounts

Exhibit 99.1 Planet 13 Provides Further Update Regarding Access to Certain Cash Accounts Las Vegas, Nevada – January 23, 2024 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today provided the following update. As reported in a press release issued by the Company on November 17, 2023, on June 20, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission

Planet 13 Announces Annual Meeting Date and Record Date and Shareholder Proposal Deadline

Exhibit 99.1 Planet 13 Announces Annual Meeting Date and Record Date and Shareholder Proposal Deadline Las Vegas, Nevada – January 23, 2024 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, announced today that it will hold its annual meeting of shareholders (the “2024 Annual Meeting”) on June 11, 2024

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission

Planet 13 Enters into Definitive Agreement to Sell its Medical Marijuana Treatment Center License in Florida in connection with the Previously Announced Definitive Agreement to Acquire VidaCann

Exhibit 99.1 Planet 13 Enters into Definitive Agreement to Sell its Medical Marijuana Treatment Center License in Florida in connection with the Previously Announced Definitive Agreement to Acquire VidaCann Las Vegas, Nevada – January 22, 2024 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today anno

Stock Purchase Agreement, dated January 22, 2024, by and between Planet 13 Holdings Inc. and SGW FL Enterprises, LLC.

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated effective as of January 22, 2024 (the “Effective Date”), by and between Planet 13 Holdings Inc., a Nevada corporation (“Seller”), and SGW FL Enterprises, LLC, a Florida limited liability company (“Buyer”). RECITALS WHEREAS, Seller owns all of the issued and outstanding shares of common stock (the “Shares”)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission

Planet 13 Provides Update Regarding Access to Certain Cash Accounts

Exhibit 99.1 Planet 13 Provides Update Regarding Access to Certain Cash Accounts Las Vegas, Nevada – November 17, 2023 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today provided the following update. On June 20, 2021, the Company engaged El Capitan Advisors, Inc. (“El Capitan”), an investment advi

Planet 13 Announces Q3 2023 Financial Results

Exhibit 99.1 Planet 13 Announces Q3 2023 Financial Results ● Q3 2023 Revenue of $24.8 million ● Q3 2023 Net loss of $46.0 million, which included a non-cash impairment loss of $39.6 million ● Q3 2023 Adjusted EBITDA of $0.2 million All figures are reported in United States dollars ($) unless otherwise indicated Las Vegas, Nevada – November 8, 2023 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56374 PLANET 13 HOLDINGS INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commission

Membership Interest Purchase Agreement, dated August 28, 2023, by and between Planet 13 Holdings Inc., VidaCann LLC, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loop’s Nursery & Greenhouses, Inc., David Loop and Mark Ascik and David Loop, solely in his capacity as Seller Representative.

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Planet 13 Holdings Inc., VidaCann, LLC, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loops Nursery & Greenhouses, Inc., David Loop, Mark Ascik and David Loop, as the Seller Representative Dated as of August 28, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE 18 Section 2.1 Purchase and Sale 1

Planet 13 Holdings Inc. Common Stock Preferred Stock Subscription Rights

PROSPECTUS Planet 13 Holdings Inc. $100,000,000 Common Stock Preferred Stock Warrants Subscription Rights Units We may offer and sell up to $100,000,000 in the aggregate of the securities identified from time to time in one or more offerings. This prospectus provides a general description of the securities we may offer. Each time we offer and sell securities, we will provide a supplement to this p

Planet 13 Holdings Inc.

Planet 13 Holdings Inc. 2548 West Desert Inn Road, Suite 100 Las Vegas, Nevada 89109 October 13, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Planet 13 Holdings Inc. Registration Statement on Form S-3 File No. 333-274829 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

As filed with the Securities and Exchange Commission on October 2, 2023 Registration No.

Base Shelf Prospectus used in connection with the offering of securities in Canada pursuant to the multi-jurisdictional disclosure system

Exhibit 99.1 This preliminary MJDS prospectus relating to the securities described in it has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, but has not yet become final for the purpose of a distribution. Information contained in this preliminary MJDS prospectus may not be complete and may have to be amended. The securities may not be distr

PLANET 13 HOLDINGS INC. 2548 West Desert Inn Road, Suite 100 Las Vegas, Nevada 89109

PLANET 13 HOLDINGS INC. 2548 West Desert Inn Road, Suite 100 Las Vegas, Nevada 89109 October 2, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Planet 13 Holdings Inc. (the “Company”) Registration Statement on Form S-3 Pursuant to Section 5.1 of National Instrument 71-101 The Multijurisdictional Disclosure System (

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Planet 13 Holdings Inc.

As filed with the Securities and Exchange Commission on September 18, 2023

As filed with the Securities and Exchange Commission on September 18, 2023 Registration No.

As filed with the Securities and Exchange Commission on September 18, 2023

As filed with the Securities and Exchange Commission on September 18, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Planet 13 Holdings Inc.

description of our capital stock included as Exhibit 99.1 in the Current Report on Form 8-K, filed with the SEC on September 18, 2023

Exhibit 99.1 DESCRIPTION OF CAPITAL STOCK This section contains a description of the capital stock of Planet 13 Holdings Inc., a Nevada corporation (the “Company”, “we”, “us” or “our”). The following summary of the terms of our capital stock is not meant to be complete and is qualified by reference to our articles of incorporation (“Articles of Incorporation”) and our bylaws (“Bylaws”). Our author

Bylaws of Planet 13 Holdings, Inc., a Nevada corporation

Exhibit 3.3 BYLAWS OF PLANET 13 HOLDINGS INC. ARTICLE I IDENTIFICATION 1.01. Name. The name of the Corporation is PLANET 13 HOLDINGS INC. 1.02. Offices. The principal business office of the Corporation shall be established by the Board of Directors and branch or subordinate offices may be established by the Board of Directors. 1.03. Seal. The seal of the Corporation will be circular in form and mo

Form of Restricted Stock Unit Agreement under the Planet 13 Holdings Inc. 2023 Equity Incentive Plan.

Exhibit 10.4 Planet 13 Holdings Inc. 2023 Equity Incentive Plan Restricted Stock Unit Agreement This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of by and between Planet 13 Holdings Inc., a Nevada corporation (the “Company”), and (the “Participant”). Grant Date: Number of Restricted Stock Units: 1. Grant of Restricted Stock Units. The Company hereby grants to the

Form of Incentive Stock Option Agreement

Exhibit 10.2 Planet 13 Holdings Inc. 2023 Equity Incentive Plan Incentive Stock Option Agreement This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of by and between Planet 13 Holdings Inc., a Nevada corporation (the “Company”), and (the “Participant”). Grant Date: Exercise Price per Share: $ Number of Option Shares: Expiration Date: 1. Grant of Option. 1.1 Grant;

Articles of Domestication.

Exhibit 3.1

Planet 13 Holdings Inc. 2023 Equity Incentive Plan

Exhibit 10.1 Planet 13 Holdings Inc. 2023 Equity Incentive Plan 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Planet 13 Holdings Inc. 2023 Equity Incentive Plan (as amended and/or amended and restated from time to time, the “Plan”). The purposes of the Plan are to (a) enable Planet 13 Holdings Inc., a Nevada corporation (the “Company”), to attract and retain the types

Articles of Incorporation of Planet 13 Holdings Inc., a Nevada corporation

Exhibit 3.2 ARTICLES OF INCORPORATION OF PLANET 13 HOLDINGS INC. ARTICLE 1. NAME The name of the corporation is Planet 13 Holdings Inc. (the “Corporation”). ARTICLE 2. PURPOSE The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows: to engage in any lawful act or activity for which corporations may be organized under C

Planet 13 Nevada’s Current Report on Form 8-K filed on September 18, 2023

-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 8-K12G3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) Nevada 000-56374 83-2787199 (State or other jurisdiction of incorporat

Plan of Arrangement.

Exhibit 2.1 PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) ARTICLE I INTERPRETATION 1.1 Definitions In this Plan of Arrangement unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings: “

Specimen Common Stock Certificate of Planet 13 Holdings Inc., a Nevada corporation.

Exhibit 4.1

Press Release dated September 15, 2023

Exhibit 99.2 Planet 13 Announces Completion of Change in Domicile to Nevada and OTC Market and Trading Symbol Change Las Vegas, Nevada – September 15, 2023 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced the completion of its previously announced plan of arrangement pursuant to which

Form of Non-Qualified Stock Option Agreement under the Planet 13 Holdings Inc. 2023 Equity Incentive Plan.

Exhibit 10.3 Planet 13 Holdings Inc. 2023 Equity Incentive Plan Non-Qualified Stock Option Agreement This Non-Qualified Stock Option Agreement (this “Agreement”) is made and entered into as of by and between Planet 13 Holdings Inc., a Nevada corporation (the “Company”), and (the “Participant”). Grant Date: Exercise Price per Share: $ Number of Option Shares: Expiration Date: 1. Grant of Option. 1.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Co

Planet 13 Enters into Definitive Agreement to Acquire VidaCann, Accelerating Its Florida Expansion Strategy

Exhibit 99.1 Planet 13 Enters into Definitive Agreement to Acquire VidaCann, Accelerating Its Florida Expansion Strategy Las Vegas, Nevada – August 28, 2023 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced that it has entered into a membership interest purchase agreement (the “Purchase

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Planet 13 Holdings Inc., VidaCann, LLC, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loops Nursery & Greenhouses, Inc., David Loop, Mark Ascik David Loop, as the Seller Representative Dated

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Planet 13 Holdings Inc., VidaCann, LLC, Loop’s Dispensaries, LLC, Ray of Hope 4 Florida, LLC, Loops Nursery & Greenhouses, Inc., David Loop, Mark Ascik and David Loop, as the Seller Representative Dated as of August 28, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE 18 Section 2.1 Purchase and Sale 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56374 PLANET 13 HOLDINGS INC.

Planet 13 Announces Q2 2023 Financial Results

Exhibit 99.1 Planet 13 Announces Q2 2023 Financial Results ● Q2 2023 Revenue of $25.8 million, compared to $24.9 million in Q1 2023 ● Q2 2023 Net loss of $4.3 million ● Q2 2023 Adjusted EBITDA of $3.0 million All figures are reported in United States dollars ($) unless otherwise indicated Las Vegas, Nevada – August 9, 2023 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (“Planet 13” or the “C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Com

Planet 13 Announces Results of Annual General and Special Meeting

Planet 13 Announces Results of Annual General and Special Meeting Las Vegas, Nevada – July 28, 2023 – Planet 13 Holdings Inc.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Planet 13 Announces Q1 2023 Financial Results

Exhibit 99.1 Correction of Press Release Titled “Planet 13 Announces Q1 2023 Financial Results” Las Vegas, Nevada – May 15, 2023 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, issued the following corrected press release dated May 15, 2023, announcing the Company’s Q1 2023 Financial Results. The cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Com

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-566374 PLANET 13 HOLDINGS INC.

Planet 13 Announces Q1 2023 Financial Results

Exhibit 99.1 Planet 13 Announces Q1 2023 Financial Results ● Q1 2023 Revenue of $24.9 million, compared to $24.8 million in Q4 2022 ● Q1 2023 Net loss of $6.3 million ● Q1 2023 Adjusted EBITDA loss of $0.68 million All figures are reported in United States dollars ($) unless otherwise indicated Las Vegas, Nevada – May 15, 2023 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQB: PLNHF) (“Planet 13” or th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commi

Planet 13 Appoints Lee Fraser as Board Member and Audit Committee Chair

Exhibit 99.1 Planet 13 Appoints Lee Fraser as Board Member and Audit Committee Chair Las Vegas, Nevada – May 10, 2023 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced the appointment of Lee Fraser as a Board Member and the new Audit Committee Chair to fill the vacancy created by the pa

Planet 13 Mourns the Passing of Board Member Mike Harman

Exhibit 99.1 Planet 13 Mourns the Passing of Board Member Mike Harman Las Vegas, Nevada – April 10, 2023 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQB: PLNHF) (“Planet 13” or the “Company”) today remembers board member Mike Harman who passed away on April 6, 2023 at the age of 50. The Company extends its sincere condolences to his wife Jeanette and his entire family. He is remembered as a dear frie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Comm

List of Subsidiaries of Planet 13 Holdings Inc.

EXHIBIT 21 Subsidiaries of Planet 13 Holdings Inc. Name of Subsidiary Jurisdiction of Incorporation BLC Management Company, LLC Nevada BLC NV Food, LLC Nevada By The Slice, LLC (a) Nevada Club One Three, LLC (inactive) Nevada Crossgate Capital U.S. Holdings Corp.* Nevada LBC CBD, LLC (b) Nevada MM Development Company, Inc. (c) Nevada Newtonian Principles, Inc. (d) California Next Green Wave, LLC*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Com

Exercise Notice, dated February 7, 2023, from Planet 13 Holdings Inc. to Frank Cowan, IV

EXHIBIT 2.7 EXHIBIT A EXERCISE NOTICE To: Frank Cowan, IV Reference is made to that certain Option Purchase Agreement (the “Agreement”), dated as of August 4, 2022, by and between FRANK COWAN, IV, an adult individual (the “Optionor”), and PLANET 13 HOLDINGS INC., a British Columbia corporation (the “Optionee”). Defined terms used herein shall have the meanings set forth in the Agreement. Pursuant

Planet 13 Announces Q4 2022 Financial Results

Exhibit 99.1 Planet 13 Announces Q4 2022 Financial Results ● Q4 2022 Revenue of $24.8 million, compared to $25.6 million in Q3 2022 ● Q4 2022 Net loss of $38.6 million driven by $32.8 million impairment charge ● Q4 2022 Adjusted EBITDA1 loss of $0.8 million ● Full year 2022 Revenue of $104.6 million, compared to $119.5 million for full year 2021 ● Full year 2022 Operating Cash flow of $3.8 million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-563

Joint Filing Agreement (filed herewith)

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of t

CA:PLTH / Planet 13 Holdings Inc / Groesbeck Robert - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Planet 13 Holdings Inc.

Joint Filing Agreement (filed herewith)

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of t

CA:PLTH / Planet 13 Holdings Inc / Scheffler Larry - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Planet 13 Holdings Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 72706k101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires F

Planet 13 Exercises and Closes Option to Buy Remaining 51% in Illinois Dispensary

Exhibit 99.2 Planet 13 Exercises and Closes Option to Buy Remaining 51% in Illinois Dispensary Las Vegas, Nevada – February 7, 2023 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQB: PLNHF) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, announced today that Planet 13 has exercised and closed its option to purchase the remaining 51% in Planet 13 Illinois, L

Planet 13 Announces Purchase Option for Illinois Dispensary

Exhibit 99.1 Planet 13 Announces Purchase Option for Illinois Dispensary All dollar figures are stated in United States dollars ($). Las Vegas, Nevada – August 5, 2022 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, announces that Planet 13 has entered into an Option Purchase Agreement that gives Pla

Option Purchase Agreement, dated August 4, 2022, by and between Frank Cowan, IV and Planet 13 Holdings Inc.

Exhibit 10.1 OPTION PURCHASE AGREEMENT This Option Purchase Agreement (this “Agreement”) is dated as of August 4, 2022, by and between FRANK COWAN, IV, an adult individual, with a mailing address at 3902 N. Grant Street, Westmont, IL 60559 (the “Optionor”), and PLANET 13 HOLDINGS INC., a British Columbia corporation, with a mailing address at 2548 W Desert Inn Road, Las Vegas, Nevada 89109 (the “O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-566374 PLANET 13 HOLDINGS INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (

Planet 13 Announces Q3 2022 Financial Results

EXHIBIT 99.1 Planet 13 Announces Q3 2022 Financial Results ? Q3 2022 revenue of $25.6 million ? Q3 2022 net loss of $6.3 million ? Q3 2022 Adjusted EBITDA1 of $0.4 million All results are reported in United States dollars ($) unless otherwise indicated. Las Vegas, Nevada ? November 10, 2022 ? Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (?Planet 13? or the ?Company?), a leading vertically-in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-566374 PLANET 13 HOLDINGS INC.

Planet 13 Announces Q2 2022 Financial Results

EXHIBIT 99.1 Planet 13 Announces Q2 2022 Financial Results ● Q2 2022 revenue of $28.4 million, up 10.6% compared to Q1 2022 ● Q2 2022 net loss of $2.0 million, compared to net loss of $2.1 million in Q1 2022 ● Q2 2022 Adjusted EBITDA[1] of $3.0 million All results are reported in United States dollars ($) unless otherwise indicated. LAS VEGAS, NV / August 15, 2022 / Planet 13 Holdings Inc. (CSE:PL

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Co

Planet 13 Announces Results of AGM

EXHIBIT 99.1 Planet 13 Announces Results of AGM Las Vegas, Nevada – July 28, 2022 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (“Planet 13” or the “Company”), a leading vertically-integrated cannabis company in the United States, announced the following results for each item of business considered at Planet 13’s Annual Meeting of Shareholders held on Wednesday, July 27, 2022. Election of D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2022 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction (Commission (I.R.S. Emp

Option Purchase Agreement, dated August 4, 2022, by and between Frank Cowan, IV and Planet 13 Holdings Inc.

EX-10.1 2 plth101.htm OPTION PURCHASE AGREEMENT EXHIBIT 10.1 OPTION PURCHASE AGREEMENT This Option Purchase Agreement (this “Agreement”) is dated as of August 4, 2022, by and between FRANK COWAN, IV, an adult individual, with a mailing address at 3902 N. Grant Street, Westmont, IL 60559 (the “Optionor”), and PLANET 13 HOLDINGS INC., a British Columbia corporation, with a mailing address at 2548 W

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Com

Planet 13 Announces Purchase Option for Illinois Dispensary

EX-99.1 3 plth991.htm PRESS RELEASE DATED AUGUST 5, 2022 EXHIBIT 99. 1 Planet 13 Announces Purchase Option for Illinois Dispensary All dollar figures are stated in United States dollars ($). Las Vegas, Nevada – August 5, 2022 – Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, announces that Planet 13 ha

Planet 13 Closes on Florida Property Acquisition for Campus Concept

EXHIBIT 99.1 Planet 13 Closes on Florida Property Acquisition for Campus Concept Las Vegas, Nevada ? July 5, 2022 ? Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNHF) (?Planet 13? or the ?Company?), a leading vertically-integrated multi-state cannabis company, announced it has finalized the purchase of a 23-acre parcel, with a 10,500 square foot building currently located thereon, for its planned

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2022 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Commi

Planet 13 Announces Q1 2022 Financial Results

EX-99.1 2 plthex991.htm EX 99.1 Planet 13 Announces Q1 2022 Financial Results · Q1 2022 revenue of $25.7 million, up 8% compared to Q1 2021 · Q1 2022 net loss of $2.1 million, compared to net loss of $6.0 million in Q1 2021 · Q1 2022 Adjusted EBITDA1 of $2.6 million All results are reported in United States dollars ($) unless otherwise indicated. Las Vegas, Nevada – May 16, 2022 – Planet 13 Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-566374 PLANET 13 HOLDINGS INC.

Filing fee table.

EX-FILING FEES 4 plthex1071.htm CALCULATION OF FILING FEE EXHIBIT 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Planet 13 Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Ra

As filed with the Securities and Exchange Commission on April 5, 2022

S-8 1 plths8.htm FORM S-8 As filed with the Securities and Exchange Commission on April 5, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 83-2787199 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-56374 PLANET 13 HOLDI

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of Planet 13 Holdings Inc. (the ?Company,? ?Planet 13,? ?we,? ?our,? or ?us?) is a summary of our capital stock and certain provisions of our Articles as currently in effect. This summary does not purport to be complete and i

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Com

List of Subsidiaries of Planet 13 Holdings Inc. (filed herewith).

EX-21 3 plthex21.htm EXHIBIT EXHIBIT 21 Subsidiaries of Planet 13 Holdings Inc. Name of Subsidiaries Jurisdiction of Incorporation BLC Management Company, LLC Nevada BLC NV Food, LLC Nevada By The Slice, LLC (a) Nevada LBC CBD, LLC (b) Nevada MM Development CA, Inc. (inactive) California MM Development Company, Inc. (c) Nevada MM Development MI, Inc. (inactive) Michigan Newtonian Principles, Inc.

Planet 13 Announces Q4 and Full Year 2021 Financial Results

EXHIBIT 99.1 Planet 13 Announces Q4 and Full Year 2021 Financial Results ? Q4 2021 revenue of $29.9 million, up 48% compared to Q4 2020 ? Q4 2021 net loss of $5.1 million, compared to net loss of $18.2 million in Q4 2020 ? Q4 2021 Adjusted EBITDA1 of $1.9 million ? Full year 2021 revenue of $119.5 million, up 70% compared to full year 2020 ? Full year 2021 net loss of $19.5 million, compared to ne

Certificate of Amalgamation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on March 8, 2022).

EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Comm

Notice of Articles (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on March 8, 2022).

EXHIBIT 3.2

Articles of Planet 13 Holdings Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Form 8-K filed with the SEC on March 8, 2022).

EXHIBIT 3.3

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (Comm

Planet 13 Completes Acquisition of Next Green Wave Vertically Integrating in California

EX-99.1 2 plthex991.htm EX-99.1 EXHIBIT 99.1 Planet 13 Completes Acquisition of Next Green Wave Vertically Integrating in California Las Vegas, Nevada – March 2, 2022 – Planet 13 Holdings Inc. (“Planet 13” or the “Company”) (CSE: PLTH) (OTCQX: PLNHF) and Next Green Wave Holdings Inc. (“Next Green Wave” or “NGW”) are pleased to announce the completion today of the previously announced arrangement (

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 000-56374 83-2787199 (State or other jurisdiction of incorporation) (

Next Green Wave Shareholders Approve Acquisition by Planet 13

EX-99.1 2 plthex991.htm JOINT PRESS RELEASE Exhibit 99.1 Next Green Wave Shareholders Approve Acquisition by Planet 13 LAS VEGAS, NV - February 25, 2022 – Planet 13 Holdings Inc. (“Planet 13” or the “Company”) (CSE:PLTH) (OTCQB:PLNHF) and Next Green Wave Holdings Inc. (“Next Green Wave” or “NGW”) (CSE:NGW) (OTCQX:NXGWF) are pleased to announce that the previously announced acquisition of Next Gree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 83-2787199 (State or other jurisdiction of incorporation or organization) (I.R.S. emplo

3 WTC 175 Greenwich Street 55th Floor New York, NY 10007 212.509.9400 800.437.7040 212.509.9492 Fax cozen.com

February 10, 2022 Mehrnaz Jalali Direct Phone 212-453-3949 Direct Fax 646-588-1473 mjalali@cozen.

Arrangement Agreement, dated December 20, 2021, between Planet 13 Holdings Inc. and Next Green Wave Holdings Inc.

EX-2.6 2 plthex26.htm EX-2.6 EXHIBIT 2.6 PLANET 13 HOLDINGS INC. as the Purchaser and NEXT GREEN WAVE HOLDINGS INC. as the Company ARRANGEMENT AGREEMENT December 20, 2021 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1 Section 1.1 Defined Terms 1 Section 1.2 Certain Rules of Interpretation 19 Section 1.3 Schedules 21 ARTICLE 2 THE ARRANGEMENT 21 Section 2.1 Arrangement 21 Section 2.2 Interim Order 21

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 83-2787199 (State or other jurisdiction of incorporation or organization) (I.R.S. emplo

3 WTC 175 Greenwich Street 55th Floor New York, NY 10007 212.509.9400 800.437.7040 212.509.9492 Fax cozen.com

January 25, 2022 Mehrnaz Jalali Direct Phone 212-453-3949 Direct Fax 646-588-1473 mjalali@cozen.

Employment Agreement, dated June 1, 2018, between Christopher Wren and MM Development Company, Inc., as amended by Amendment to Employment Agreement, dated March 10, 2021

EX-10.10 23 plthex1010.htm EMPLOYMENT AGREEMENT, DATED JUNE 1, 2018, BETWEEN CHRISTOPHER WREN AND MM DEVELOPMENT COMPANY, INC., AS AMENDED BY AMENDMENT TO EMPLOYMENT AGREEMENT, DATED MARCH 10, 2021 Exhibit 10.10 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of June 1, 2018, by and between Christopher Brian Wren (the “Executive”) and MM Development Com

Employment Agreement, dated June 1, 2018, between Dennis Logan and Planet 13 Holdings Inc.

EX-10.13 26 plthex1013.htm EMPLOYMENT AGREEMENT, DATED JUNE 1, 2018, BETWEEN DENNIS LOGAN AND PLANET 13 HOLDINGS INC. Exhibit 10.13 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of June 1, 2018, by and between Dennis Logan (the “Executive”) and Planet 13 Holdings, Inc., a Canadian corporation (the “Company”). WHEREAS, the Company desires to employ the

Lease Agreement, dated August 30, 2014, between Fargo District Holdings, LLC and MM Development Company, Inc., as amended by Amendment to Lease, dated January 1, 2018, and Second Amendment to Lease Agreement, dated September 14, 2018

EX-10.2 15 plthex102.htm LEASE AGREEMENT, DATED AUGUST 30, 2014, BETWEEN FARGO DISTRICT HOLDINGS, LLC AND MM DEVELOPMENT COMPANY, INC. Exhibit 10.2 LEASE AGREEMENT THIS LEASE AGREEMENT (the “Lease”) is made this 30th day of August, 2014, by and between FARGO DISTRICT HOLDINGS, LLC, a Nevada limited liability company, (hereinafter called “Landlord”), and MM DEVELOPMENT COMPANY, LLC, a Nevada limite

Standard Industrial/Commercial Multi-Tenant Lease - Net, dated May 1, 2018, between Lessor and BLC Management Company, LLC, as amended by First Amendment to Standard Industrial/Commercial Multi-Tenant Lease - Net, dated November 8, 2019, and Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease - Net, dated April 17, 2020, and by Third Amendment to Standard Industrial/Commercial Multi-Tenant Lease - Net, dated September 8, 2020

Planet 13 Holdings Inc. 2018 Stock Option Plan

EX-10.6 19 plthex106.htm PLANET 13 HOLDINGS INC. 2018 STOCK OPTION PLAN Exhibit 10.6 PLANET 13 HOLDINGS INC. 2018 Stock Option Plan Approved by the Shareholders on May 22, 2018 ARTICLE 1 GENERAL PROVISIONS 1.1 Interpretation (a) For the purposes of the Plan, the following terms have the following meanings: “Affiliate” means an affiliate of the Company within the meaning of Section 1.3 of NI 45- 10

Agreement Regarding Release of Leasehold Estate, dated August 31, 2020, between LaBarre Chastang, Inc. and BLC Management Company, LLC

EX-10.5 18 plthex105.htm AGREEMENT REGARDING RELEASE OF LEASEHOLD ESTATE Exhibit 10.5 AGREEMENT REGARDING RELEASE OF LEASHOLD ESTATE THIS AGREEMENT REGARDING RELEASE OF LEASEHOLD ESTATE (this "Agreement") is made and entered into on August 31, 2020, by an among LaBarre Chastang, Inc. a California corporation, d.b.a. ABC Traffic Programs ("Lessee"), and BLC Management Company, LLC, a Nevada limited

Lease Agreement, dated July 17, 2020, between RX Land, LLC and MM Development Company, Inc., as amended by Amendment to Lease, dated November 27, 2020

EX-10.3 16 plthex103.htm LEASE AGREEMENT, DATED JULY 17, 2020, BETWEEN RX LAND, LLC AND MM DEVELOPMENT COMPANY, INC. Exhibit 10.3 LEASE AGREEMENT THIS LEASE AGREEMENT (the “Lease”) is made this 17th of July, 2020 by and between Rx Land, LLC , a Nevada limited liability company (hereinafter called “Landlord”), and West Coast Development Nevada, LLC a Nevada limited liability company. (hereinafter c

Subsidiaries of Planet 13 Holdings Inc.

Exhibit 21 Subsidiaries of Planet 13 Holdings Inc. Name of Subsidiaries Jurisdiction of Incorporation BLC Management Company, LLC Nevada BLC NV Food, LLC Nevada By The Slice, LLC (a) Nevada LBC CBD, LLC (b) Nevada MM Development CA, Inc. (inactive) California MM Development Company, Inc. (c) Nevada MM Development MI, Inc. (inactive) Michigan Newtonian Principles, Inc. (d) Delaware Planet 13 Chicag

Form of Share Unit Plan Award Agreement

EX-10.9 22 plthex109.htm FORM OF SHARE UNIT PLAN AWARD AGREEMENT Exhibit 10.9 Form of Share Unit Award Agreement Notice is hereby given that, effective this day of , Planet 13 Holdings Inc. (the “Company”) has awarded to (the “Participant”), a share unit (the “Share Unit”) to acquire common shares of the Company (the “Common Shares”). Each vested Share Unit will entitle the Participant to receive

Form of Stock Option Award Agreement

EX-10.8 21 plthex108.htm FORM OF STOCK OPTION AWARD AGREEMENT Exhibit 10.8 STOCK OPTION AGREEMENT This Stock Option Agreement is dated this day of , 20 between Planet 13 Holdings Inc. (the “Corporation”) and [Name] (the “Optionee”). WHEREAS the Optionee has been granted certain options (“Options”) to acquire common shares in the capital of the Corporation(“Common Shares”) under the Planet 13 2018

Form 10-12(g) filed with the SEC on December 13, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PLANET 13 HOLDINGS INC. (Exact name of registrant as specified in its charter) British Columbia 83-2787199 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification

Warrant Indenture, dated November 5, 2020, between Planet 13 Holdings Inc. and Odyssey Trust Company

EX-4.3 10 plthex43.htm WARRANT INDENTURE, DATED NOVEMBER 5, 2020, BETWEEN PLANET 13 HOLDINGS INC. AND ODYSSEY TRUST COMPANY Exhibit 4.3 PLANET 13 HOLDINGS INC. - and - ODYSSEY TRUST COMPANY WARRANT INDENTURE Providing for the Issue of up to 3,349,375 Common Share Purchase Warrants November 5, 2020 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 6 1.1 Definitions 6 1.2 Words Importing the Singular 10 1.

Warrant Indenture, dated December 4, 2018, between Planet 13 Holdings Inc. and Odyssey Trust Company

EX-4.5 12 plthex45.htm WARRANT INDENTURE, DATED DECEMBER 4, 2018, BETWEEN PLANET 13 HOLDINGS INC. AND ODYSSEY TRUST COMPANY Exhibit 4.5 Exhibit 4.5 PLANET 13 HOLDINGS INC. - and - ODYSSEY TRUST COMPANY WARRANT INDENTURE Providing for the Issue of up to 4,792,625 Common Share Purchase Warrants December 4, 2018 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Words Importing the Si

Master Agreement, dated April 26, 2018, among Carpincho Capital Corp., 10713791 Canada Inc. and 10653918 Canada Inc.

EX-2.4 5 plthex24.htm MASTER AGREEMENT Exhibit 2.4 MASTER AGREEMENT THIS AGREEMENT made as of the 26th day of April, 2018 AMONG: CARPINCHO CAPITAL CORP. a corporation incorporated under the federal laws of Canada ("Carpincho") - and - 10713791 CANADA INC. a corporation incorporated under the federal laws of Canada ("Subco") - and - 10653918 CANADA INC. a corporation incorporated under the federal

Warrant Indenture, dated September 10, 2020, between Planet 13 Holdings Inc. and Odyssey Trust Company

EX-4.2 9 plthex42.htm WARRANT INDENTURE, DATED SEPTEMBER 10, 2020, BETWEEN PLANET 13 HOLDINGS INC. AND ODYSSEY TRUST COMPANY Exhibit 4.2 PLANET 13 HOLDINGS INC. - and - ODYSSEY TRUST COMPANY WARRANT INDENTURE Providing for the Issue of up to 3,110,750 Common Share Purchase Warrants September 10, 2020 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 6 1.1 Definitions 6 1.2 Words Importing the Singular 10

Warrant Indenture, dated February 2, 2021, between Planet 13 Holdings Inc. and Odyssey Trust Company

EX-4.4 11 plthex44.htm WARRANT INDENTURE, DATED FEBRUARY 2, 2021, BETWEEN PLANET 13 HOLDINGS, INC. AND ODYSSEY TRUST COMPANY Exhibit 4.4 PLANET 13 HOLDINGS INC. - and - ODYSSEY TRUST COMPANY WARRANT INDENTURE Providing for the Issue of up to 4,930,625 Common Share Purchase Warrants February 2, 2021 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 6 1.1 Definitions 6 1.2 Words Importing the Singular 10 1

Warrant Indenture, dated July 3, 2020, between Planet 13 Holdings Inc. and Odyssey Trust Company

EX-4.1 8 plthex41.htm WARRANT INDENTURE, DATED JULY 3, 2020, BETWEEN PLANET 13 HOLDINGS INC. AND ODYSSEY TRUST COMPANY Exhibit 4.1 PLANET 13 HOLDINGS INC. - and - ODYSSEY TRUST COMPANY WARRANT INDENTURE Providing for the Issue of up to 2,679,500 Common Share Purchase Warrants July 3, 2020 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 6 1.1 Definitions 6 1.2 Words Importing the Singular 10 1.3 Interpr

CERTIFICATE BUSINESS CORPORATIONS ACT

Exhibit 3.1 Number: BC1224419 CERTIFICATE OF AMALGAMATION BUSINESS CORPORATIONS ACT I Hereby Certify that 10653918 CANADA INC., incorporation number C1219356, and PLANET 13 HOLDINGS INC., incorporation number C1214182 were amalgamated as one company under the name PLANET 13 HOLDINGS INC. on September 24, 2019 at 03:01 PM Pacific Time. Issued under my hand at Victoria, British Columbia On September

Share Exchange Agreement, dated April 26, 2018, among MM Development Company, Inc., Carpincho Capital Corp., PRMN Investments Ltd., Thirteen, LLC and 4 Degrees Higher, LLC

EX-2.3 4 plthex23.htm SHARE EXCHANGE AGREEMENT Exhibit 2.3 Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. THIS SHARE EXCHANGE AGREEMENT made as of the 26th day of April, 2018. AMONG: MM DEVELOPMENT COMPANY, INC., a corporation existing under the laws of the State of Nevada (her

Industrial Real Estate Lease, dated April 23, 2018, between MM Development Company, Inc. and Lessor

EX-10.1 14 plthex101.htm INDUSTRIAL REAL ESTATE LEASE Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. INDUSTRIAL REAL ESTATE LEASE (Multi- Tenant Facility) ARTICLE ONE: BASIC TERMS This Article One contains the Basic Terms of this Lease between the Landlord and Tena

Asset Purchase Agreement, dated July 17, 2020, among Planet 13 Holdings Inc., MM Development Company, Inc., W the Brand, LLC, West Coast Development Nevada, LLC and R. Scott Coffman

EX-2.2 3 plthex22.htm ASSET PURCHASE AGREEMENT Exhibit 2.2 THIS AGREEMENT IS SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF THE NEVADA CANNABIS LAWS OR THE GUIDANCE OR INSTRUCTION OF THE REGULATORY AUTHORITIES. SECTION 10.3(D) OF THIS AGREEMENT CONTAINS SPECIFIC REQU

Planet 13 Holdings Inc. 2018 Share Unit Plan, as amended on July 11, 2018 and May 20, 2020

EX-10.7 20 plthex107.htm PLANET 13 HOLDINGS INC. 2018 SHARE UNIT PLAN Exhibit 10.7 PLANET 13 HOLDINGS INC. 2018 SHARE UNIT PLAN (Adopted May 22, 2018) (Amended pursuant to majority shareholder vote, July 11, 2018 and further amended pursuant to the approval of the board of directors of Planet 13 Holdings Inc. on May 20, 2020) ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1 For the purposes of this Pl

Employment Agreement, dated June 1, 2018, between Larry Scheffler and MM Development Company, Inc., as amended by Amendment to Employment Agreement, dated March 10, 2021

EX-10.11 24 plthex1011.htm EMPLOYMENT AGREEMENT, DATED JUNE 1, 2018, BETWEEN LARRY SCHEFFLER AND MM DEVELOPMENT COMPANY, INC., AS AMENDED BY AMENDMENT TO EMPLOYMENT AGREEMENT, DATED MARCH 10, 2021 Exhibit 10.11 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of June 1, 2018, by and between Larry Scheffler (the “Executive”) and MM Development Company, In

License Purchase Agreement, dated August 31, 2021, among Buyer, Planet 13 Holdings Inc., Seller and Harvest Health & Recreation Inc.

EX-2.5 6 plthex25.htm LICENSE PURCHASE AGREEMENT Exhibit 2.5 Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. LICENSE PURCHASE AGREEMENT by and among [Buyer], PLANET 13 HOLDINGS INC., [Seller], and HARVEST HEALTH & RECREATION INC. dated as of August 31, 2021 LICENSE PURCHASE AGRE

Acquisition Agreement, dated December 20, 2019, among BLC Management Company, LLC, Planet 13 Holdings Inc., Kyle Desmet, Newtonian Principles, Inc., Warner Management Group, LLC and Sarah Sibia, as amended by Amendment No. 1 to Acquisition Agreement, dated April 16, 2020, and Amendment No. 2 to Acquisition Agreement, dated May 20, 2020

Warrant Indenture, dated April 26, 2018, among 10653918 Canada Inc., Odyssey Trust Company and Carpincho Capital Corp

EX-4.6 13 plthex46.htm WARRANT INDENTURE, DATED APRIL 26, 2018, AMONG 10653918 CANADA INC., ODYSSEY TRUST COMPANY AND CARPINCHO CAPITAL CORP Exhibit 4.6 10653918 CANADA INC. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent and CARPINCHO CAPITAL CORP. as the Resulting Issuer WARRANT INDENTURE Providing for the Issue of Warrants Dated as of April 26, 2018 TABLE OF CONTENTS ARTICLE 1

Employment Agreement, dated June 1, 2018, between Robert Groesbeck and MM Development Company, Inc., as amended by Amendment to Employment Agreement, dated March 10, 2021

EX-10.12 25 plthex1012.htm EMPLOYMENT AGREEMENT, DATED JUNE 1, 2018, BETWEEN ROBERT GROESBECK AND MM DEVELOPMENT COMPANY, INC., AS AMENDED BY AMENDMENT TO EMPLOYMENT AGREEMENT, DATED MARCH 10, 2021 Exhibit 10.12 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of June 1, 2018, by and between Robert Groesbeck (the “Executive”) and MM Development Company,