ADDED
As of April 10, 2026, there were 4,505,486 shares of the Company s Class A Common Stock outstanding.
Form 10-K Summary 71 Signatures 72 1 USE OF MARKET AND INDUSTRY DATA This Annual Report on Form 10-K (this Annual Report on Form 10-K or Form 10-K includes market and industry data that we have obtained from third-party sources, including, without limitation industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management s estimates and assumptions relating to such industries based on that knowledge).
While our management believes the third-party sources referred to in this Annual Report on Form 10-K are reliable as of the date hereof, neither we nor our management have independently verified any of the data from such sources referred to in this Annual Report on Form 10-K or ascertained the underlying economic assumptions relied upon by such sources and therefore cannot guarantee that such information is accurate or complete.
Furthermore, internally prepared and third-party market prospective information, in particular, are estimates only and there may be differences between the prospective and actual results because events and circumstances may not occur as expected, and those differences may be material.
Furthermore, this Form 10-K may contain forward-looking statements regarding the potential for federal rescheduling of cannabis, the potential passage of the SAFER Banking Act of 2025 (the SAFER Banking Act ), projected growth of the cannabis market, the potential impact of regulatory changes on the Company s business, and the anticipated benefits of the Second Amended and Restated Commercial Alliance Agreement (the Second Amended CAA ).
These forward-looking statements should be read together with the discussion of the Company s risks and uncertainties included in Part I, Item 1A., Risk Factors beginning on page 24 of this Form 10-K.
SUMMARY OF RISK FACTORS Our business is subject to a number of risks, which are discussed more fully in Part I, Item 1A.
Capitalized terms used but not otherwise defined in the following summary have the meanings ascribed to them elsewhere in this Annual Report on Form 10-K.
These risks include, but are not limited to, the following: Risks Related to the Company s Business Our revenue has declined significantly in recent periods, and we cannot guarantee that the economics of the Second Amended CAA will fully restore our financial performance.
Our revenue has declined due to account attrition, lower pricing, introduction of money market accounts that share interest earned with the depositor and reduced transaction activity within the cannabis industry.
REMOVED
As of March 31, 2025, there were 2,784,458 shares of the Company s Class A Common Stock outstanding.
All historical share and per share amounts reflected in this report have been adjusted to reflect the reverse stock split.
While our management believes the third-party sources referred to in this Annual Report on Form 10-K are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this Annual Report on Form 10-K or ascertained the underlying economic assumptions relied upon by such sources.
Furthermore, internally prepared and third-party market prospective information, in particular, are estimates only and there will usually be differences between the prospective and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material.
EXPLANATORY NOTE REVERSE STOCK SPLIT On January 28, 2025, the board of directors of the Company approved a reverse stock split of the Company s Common Stock at a ratio of 1-for-20 shares, this reverse stock split became effective on March 14, 2025.
Accordingly, unless otherwise stated, all shares and per share amounts for all periods presented in this Annual Report have been adjusted to reflect such reverse stock split.
On March 20, 2025, we filed an amendment to our Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse split of our issued and outstanding Class A Common Stock at a ratio of one for twenty.
All historical share and per share amounts reflected in this report have been adjusted to reflect the reverse stock split.
Overview We provide compliance and loan origination services to financial institutions desiring to provide business banking, private banking and commercial banking services to their customers, particularly those customers conducting business in or adjacent to the state legal cannabis industry.
Financial Services Platform The Company has developed and commercialized a fully compliant financial services platform for financial institutions providing banking services to cannabis-related businesses ( CRBs ) to access and maintain reliable financial services as long as both the financial institution client and the CRB meet regulatory requirements.