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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period 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: 000-54231

 

AMERICANN, INC

(Exact name of registrant as specified in its charter)

 

Colorado

27-4336843

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

   

1555 Blake Street, Unit 502

Denver, CO

80202

(Address of principal executive offices)

(Zip Code)

 

(303) 862-9000

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

     

None

N/A

N/A

 

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

 

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

 

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

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

     

Emerging growth company

 

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

 

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

 

As of February 10, 2025, the registrant had 24,391,961 shares of common stock outstanding.

 

1

 

 

AMERICANN, INC.

FORM 10-Q

 

TABLE OF CONTENTS

 

   

PAGE NO.

PART I FINANCIAL INFORMATION

 
     

Item 1.

Unaudited Financial Statements:

 
     
 

Consolidated Balance Sheets as of December 31, 2024 and September 30, 20243

F-1

     
 

Consolidated Statements of Operations for the Three Months Ended December 31, 2024 and 2023

F-2

     
 

Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended December 31, 2024 and 2023

F-3

     
 

Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2024 and 2023

F-4

     
 

Notes to Consolidated Financial Statements

F-5

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3

     

Item 4.

Controls and Procedures

6

     

PART II OTHER INFORMATION

 
     

Item 5.

Other Information

6

     

Item 6.

Exhibits

6

     

SIGNATURES

7

 

2

 

 

AMERICANN, INC.

CONSOLIDATED UNAUDITED BALANCE SHEETS

 

Not Reviewed

 

   

December 31, 2024

   

September 30, 2024

 
                 

Assets

               

Current Assets:

               

Cash and cash equivalents

  $ 131,156     $ 48,841  

Restricted cash

    9,967       9,967  

Tenant receivable

    57,588       57,588  

Prepaid expenses and other current assets

    107,469       128,226  

Current portion of note receivable

    171,896       171,896  

Total current assets

    478,076       416,518  
                 

Note receivable

    114,598       143,247  

Construction in progress

    375,507       372,638  

Property and Equipment, net

    7,466,014       6,492,085  

Operating lease - right-of-use asset

    1,707,070       6,638,679  

Total assets

  $ 10,141,265     $ 14,063,167  
                 

Liabilities and Stockholders' Equity

               

Current Liabilities:

               

Accounts payable and accrued expenses

  $ 98,805     $ 140,578  

Accounts payable - related party

    30,000       -  

Interest payable (including $21,943 and $8,749 to related parties)

    63,984       174,201  

Other payables

    5,439       9,325  

Operating lease liability, short term

    4,068       13,201  

Note payable - related party

    581,646       581,646  

Notes payable (net of unamortized discounts of $0)

    4,500,000       4,500,000  

Total current liabilities

    5,283,942       5,418,951  
                 

Operating lease liability, long term

    1,703,003       4,191,188  
                 

Total liabilities

    6,986,945       9,610,139  
                 

Commitments and contingencies - see Note 6

           
                 

Stockholders' Equity:

               

Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding

    -       -  

Common stock, $0.0001 par value; 100,000,000 shares authorized; 24,391,961 shares issued and outstanding as of December 31, 2024 and September 30, 2024

    2,439       2,439  

Additional paid in capital

    25,558,362       25,558,362  

Accumulated deficit

    (22,406,481 )     (21,107,773 )

Total stockholders' equity

    3,154,320       4,453,028  
                 

Total liabilities and stockholders' equity

  $ 10,141,265     $ 14,063,167  

 

 

See accompanying notes to consolidated unaudited financial statements.

 

F-1

 

 

 

AMERICANN, INC.

CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS

 

Not Reviewed

 

   

Three months ended December 31,

 
   

2025

   

2024

 
                 
                 

Rental income

  $ -     $ 475,629  

Cost of revenues

    -       780  

Gross profit

    -       474,849  
                 

Operating expenses:

               

Advertising and marketing

    2,284       281  

Professional fees

    59,254       111,851  

General and administrative expenses

    386,401       403,610  

Total operating expenses

    447,939       515,742  
                 

(Loss) from operations

    (447,939 )     (40,893 )
                 

Other income (expense):

               

Interest income

    -       7,951  

Interest expense

    (125,283 )     (125,862 )

Interest expense - related party

    (13,195 )     (13,195 )

Loss on lease termination

    (712,291 )     -  

Total other (expense)

    (850,769 )   $ (131,106 )
                 

Net (loss)

  $ (1,298,708 )   $ (171,999 )
                 

Basic and diluted (loss) per common share

  $ (0.05 )   $ (0.01 )
                 

Weighted average common shares outstanding

    24,391,961       24,391,961  

 

 

See accompanying notes to consolidated unaudited financial statements. 

 

F-2

 

 

 

AMERICANN, INC.

CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 

Not Reviewed

 

   

Preferred Stock

   

Common Stock

   

Paid In

   

Accumulated

         
   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Total

 
                                                         

Balances, September 30, 2023

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (19,853,444 )   $ 5,707,357  

Net loss

    -       -       -       -       -       (171,999 )     (171,999 )

Balances, December 31, 2023

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (20,025,443 )   $ 5,535,358  
                                                         
                                                         

Balances, September 30, 2024

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (21,107,773 )   $ 4,453,028  

Net loss

    -       -       -       -       -       (1,298,708 )     (1,298,708 )

Balances, December 31, 2024

    -     $ -       24,391,961     $ 2,439     $ 25,558,362     $ (22,406,481 )   $ 3,154,320  

 

 

See accompanying notes to consolidated unaudited financial statements.

 

F-3

 

 

 

AMERICANN, INC.

CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS

(unaudited)

 

Not Reviewed

 

   

Three Months Ended December 31,

 
   

2024

   

2023

 

Cash flows from operating activities:

               

Net (loss)/income

  $ (1,298,708 )   $ (171,999 )

Adjustments to reconcile net (loss)/income to net cash provided by operating activities:

               

Depreciation and amortization

    98,071       115,562  

Amortization of right of use assets

    -       17,452  

Loss on lease termination

    712,291       -  

Changes in operating assets and liabilities:

               

Tenant receivable

    -       (275,614 )

Prepaid expenses

    20,757       618  

Accounts payable and accrued expenses

    (41,773 )     (472 )

Operating lease liability

    -       (2,962 )

Accounts payable - related party

    30,000       (15,000 )

Interest payable

    (110,217 )     1,356  

Other payables

    (3,886 )     (6,185 )

Net cash flows (used in) operations

    (593,465 )     (337,244 )
                 

Cash flows from investing activities:

               

Purchases of property and equipment

    (2,869 )     -  

Payments received on notes receivable

    28,649       9,845  

Proceeds received from lease termination

    650,000       -  

Net cash flows provided by investing activities

    675,780       9,845  
                 

Net change in cash, cash equivalents, and restricted cash

    82,315       (327,399 )
                 

Cash, cash equivalents, and restricted cash at beginning of period

    58,808       1,144,973  
                 

Cash, cash equivalents, and restricted cash at end of period

  $ 141,123     $ 817,574  
                 
                 
                 
                 

Supplementary Disclosure of Cash Flow Information:

               
                 

Cash paid for interest

  $ 248,178     $ 137,701  

Cash paid for income taxes

  $ -     $ -  

 

 

See accompanying notes to consolidated unaudited financial statements.

 

F-4

 

AMERICANN, INC.

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

 

Not Reviewed

 

NOTE 1.

NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

AmeriCann, Inc. ("the Company", “we”, “our”, or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010. The Company changed its corporate domicile to Colorado in 2022.

 

The Company's business plan is to design, develop, lease and operate state-of-the-art cultivation, processing and manufacturing facilities for licensed cannabis businesses throughout the United States.

 

The Company's activities are subject to significant risks and uncertainties including the potential failure to secure funding to continue its operations.

 

Basis of Presentation

 

The (a) consolidated unaudited balance sheet as of September 30, 2024, which has been derived from unaudited financial statements, and (b) the unaudited financial statements as of and for the three months ended December 31, 2024 and 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the unaudited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on January 15, 2025. In the opinion of management, all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the unaudited financial statements for fiscal 2024 as reported in the Form 10-K have been omitted.

 

Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no impact on net income or loss.

 

Significant Accounting Policies

 

Restricted Cash

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated unaudited balance sheets that sum to the total of the same such amounts in the consolidated unaudited statements of cash flows:

 

   

December 31,

2024

   

September 30,

2024

 
                 

Cash and cash equivalents

  $ 131,156     $ 48,841  

Restricted cash

    9,967       9,967  

Total cash, cash equivalents, and restricted cash shown in the cash flow statement

  $ 141,123     $ 58,808  

 

Amounts included in restricted cash represent those required to be set aside by the Cannabis Control Commission in Massachusetts as well as by a contractual agreement with a lender for the payment of specific construction related expenditures as part of the Company’s property development in Massachusetts.

 

F-5

 

Not Reviewed

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment begins in the month following the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property, plant and equipment consist of:

 

   

December 31,

2024

   

September 30,

2024

 

Land

  $ 1,072,000     $ -  

Buildings and improvements

    7,854,548       7,854,548  

Computer equipment

    349,576       349,576  

Furniture and equipment

    2,764       2,764  

Equipment

    551,800       551,800  

Total

    9,830,688       8,758,688  

Accumulated depreciation

    (2,364,674 )     (2,266,603 )

Property and equipment, net

  $ 7,466,014     $ 6,492,085  

 

Depreciation expense for the three months ended December 31, 2024 and 2023 amounted to $98,071 and $115,562, respectively.

 

Leases

 

Effective October 1, 2019, we adopted Topic 842, Lease Accounting using the effective date method . Under this method, periods prior to adoption remain unchanged. We determine if an arrangement is a lease at inception.

 

Right-of-Use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

 

 

NOTE 2.

GOING CONCERN

 

The accompanying consolidated unaudited financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $22,406,481 and $21,107,773 at December 31, 2024 and September 30, 2024, respectively. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to increase operations and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds through the sale of its securities.

 

Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The consolidated unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

F-6

 

Not Reviewed

 

NOTE 3.

NOTES RECEIVABLE

 

Notes and other receivables as of September 30, 2024 and 2023, consisted of the following: 

 

   

December 31,

2024

   

September 30,

2024

 
                 

Note receivable from BASK, interest rate of 0%; monthly principal and interest payments of $14,325, maturing in 2026.

  $ 286,494     $ 315,143  
      286,494       315,143  
                 

Less: Current portion

    (171,896 )     (171,896 )
                 
    $ 114,598     $ 143,247  

 

 

NOTE 4.

NOTES PAYABLE

 

On August 2, 2019 the Company secured a $4,000,000 investment from an unrelated third party in the form of a loan. The loan was evidenced by a note which bore interest at the rate of 11% per year, was originally due and payable on August 2, 2022 and was secured by a first lien on the building at the Massachusetts Cannabis Center (“MCC”).

 

The note holder also received a warrant which allows the holder to purchase 600,000 shares of the Company’s common stock at a price of $1.50 per share. The warrant will expire on the earlier of (i) August 2, 2024 or (ii) twenty days after written notice of the holder that the daily Volume Weighted Average Price of the Company’s common stock was at least $4.00 for twenty consecutive trading days and the average daily volume of trades of the Company’s common stock during the twenty trading days was at least 150,000 shares. The warrant expired on August 2, 2024.

 

The broker for the loan received a cash commission of $320,000 plus warrants to purchase 48,000 shares of the Company's common stock. The warrants are exercisable at a price of $1.50 per share and expired on August 2, 2024. The cash commission and the fair value of the warrants amounting to $52,392 were recognized as a discount to the note.

 

The Company allocated the proceeds between the note and the warrants based on their relative fair values. The relative fair value of the 600,000 warrants was $562,762 which was recognized as additional paid in capital and a corresponding debt discount.

 

On December 4, 2020, the loan was modified and increased by $500,000 and the maturity of the loan was extended to August 1, 2023. All other provisions of the original loan remain the same. The debt modification was deemed not substantial and was accounted for as a debt modification. The broker for the loan received a cash commission of $40,000 which was expensed when incurred.

 

On July 31, 2023, the maturity date was further extended to December 1, 2023. On November 30, 2023, the maturity of the loan was extended to January 31, 2024. All other provisions of the previously modified loan remain the same. The debt modification was deemed not substantial and was accounted for as a debt modification. The broker for the loan received a cash commission of $7,500 which was expensed when incurred. On January 31, 2024, the maturity date of the loan was further extended until April 15, 2024. All other provisions of the previously modified loan remain the same. On April 12, 2024, the maturity of the loan was further extended until August 31, 2024. All other provisions of the previously modified loan remain the same. On August 31, 2024, the maturity of the loan for further extended until December 1, 2024, all other provisions of the previously modified loan remain the same. On December 1, 2024, the maturity of the loan was further extended until April 30, 2025, all other provisions of the previously modified loan remain the same.

 

At December 31, 2024, the outstanding principal on this note was $4,500,000 and the unamortized debt discount was $0.

 

The modified note is secured by a first lien on the building at the Company’s Massachusetts Cannabis Center (“MCC”).

 

F-7

 

 

Not Reviewed

 

BASK.

 

On April 7, 2016, we signed agreements with BASK. BASK is one of a limited number of organizations that has received a provisional or final registration to cultivate, process and sell medical and adult use cannabis by the Massachusetts Cannabis Control Commission.

 

Pursuant to the agreements, we agreed to provide BASK with financing for construction and working capital required for BASK’s approved dispensary and cultivation center in Fairhaven, MA.

 

On July 26, 2019, the Company entered into a 15-Year Triple Net lease of the building at the MCC with BASK. The lease commenced on September 1, 2019 and includes an annual base rent of $138,762 and a revenue participation fee equivalent to 15% of BASK's gross revenues. As of December 31, 2024, the BASK tenant receivable balance was $57,588. See Note 6.

 

On May 13, 2024, the Company and BASK mutually agreed to modify the lease effective August 31, 2024. During the last five months of the lease effective April 1, 2024 the new monthly payment by BASK will be $57,588 per month.

 

Tim Keogh, our Chief Executive Officer, was a Board Member of BASK between August 2013 and November 2021. Effective December 1, 2021, BASK was no longer classified as a related party.

 

Related Party

 

Strategic Capital Partners

On September 30, 2019, we entered into an amended note with Strategic Capital Partners, LLC (“SCP”), in the principal amount of $1,756,646, bearing interest of 9% per year and maturing on December 31, 2022. During the year ended September 30, 2022, the maturity of the note was extended to December 31, 2023. In December 2023, the note was further extended to March 31, 2024. In March 2024, the note was further extended to August 15, 2024. On August 14, 2024, the note was further extended to April 15, 2025.

 

Accrued interest on the note was $21,943 and $8,749 at December 31, 2024 and September 30, 2024, respectively.

 

At December 31, 2024 and September 30, 2024, the outstanding principal on this note was $581,646.

 

During the year ended September 30, 2024, the Company incurred $180,000 of consulting expenses with SCP and paid $195,000. As of September 30, 2024, $0 remained unpaid. During the three months ended December 31, 2024 the Company incurred $45,000 of consulting expenses with SCP of which $30,000 remained outstanding at December 31, 2024.

 

The Company leases office space from SCP. Lease expense for office space was $7,500 for the three months ended December 31, 2024 and 2023.

 

SCP is controlled by Benjamin J. Barton, one of our officers and directors and principal shareholders.

 

 

NOTE 5.

LOSS PER SHARE

 

The following table sets forth the computation of basic and diluted net loss per share: 

 

   

Three months ended

 
   

December 31,

 
   

2024

   

2023

 
                 
                 

Net income (loss) attributable to common stockholders

  $ (1,298,708 )   $ (171,999 )
                 

Basic weighted average outstanding shares of common stock

    24,391,961       24,391,961  

Dilutive effects of common share equivalents

    -       -  

Dilutive weighted average outstanding shares of common stock

    24,391,961       24,391,961  
                 

Basic and diluted net income (loss) per share of common stock

  $ (0.05 )   $ (0.01 )

 

F-8

 

Not Reviewed

 

As of December 31, 2024, we excluded 1,600,000 of stock options from the computation of diluted net loss per share since the effects are anti-dilutive. As of December 30, 2023, we excluded 1,700,000 of stock options and 2,148,000 of warrants from the computation of diluted net loss per share since the effects are anti-dilutive.

 

 

NOTE 6.

COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

Office space

 

The Company leases its office space located at 1555 Blake St., Unit 502, Denver, CO 80202 for $2,500 per month with a lease term of less than 12 months from SCP, a related party. See Note 4.

 

Lease expense for office space was $7,500 for the three months ended June December 31,, 2024 and 2023.

 

Land

 

On October 17, 2016, the Company closed on the acquisition of the 52.6-acre parcel of undeveloped land in Freetown, Massachusetts. The property is located approximately 47 miles southeast of Boston. The Company is developing the property as the MCC. Plans for the property may include the construction of sustainable greenhouse cultivation and processing facilities that will be leased or sold to Registered Marijuana Dispensaries under the Massachusetts Medical Marijuana Program.

 

As part of a simultaneous transaction, the Company assigned the property rights to Massachusetts Medical Properties, LLC (“MMP”) for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty (50) years. We have the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance.

 

Effective October 1, 2019, the Company adopted Topic 842 and recorded ROU assets and lease liabilities of $6,980,957 and $4,256,869, respectively. As part of the adoption, prepaid land lease balance of $2,724,088 was classified as a component of the Company’s ROU assets. (See Note 1)

 

The Company completed the construction of the 30,000 square foot building on the leased land and on September 1, 2019, BASK, commenced its 15-year sublease of the building which includes a base rent plus 15% of BASK’s gross revenues.

 

On May 13, 2024, the Company and BASK mutually agreed to modify the lease effective August 31, 2024. AmeriCann and BASK have agreed that, for the last five months of the lease effective April 1 2024, the new monthly payment by BASK will be $57,588 per month, inclusive of property taxes and Host Community Agreement fees. After August 31, 2024, AmeriCann intends to operate the building as a regulated cannabis cultivation and manufacturing operator. Bask agreed to transfer to the Company its provisional Cultivation and provisional Product Manufacturing licenses. BASK will receive a credit of $40,000 for each license transferred. Any transfer of licenses is contingent upon approval from the Massachusetts Cannabis Control Commission. An application for the Change of Ownership and Control of the licenses was filed on June 19, 2024. BASK granted the Company the option to purchase any furniture and equipment located in the space currently occupied by BASK. A third-party valuation of the items to be purchased was completed and valued the assets at $551,800. Additionally, the remaining balance due and the existing promissory note from BASK were converted to a new promissory note which will be paid in 24 equal monthly installments without interest.

 

By agreement dated November 19, 2024, the Company terminated one of the land leases resulting in the lease payments decreasing from the greater of (a) $30,000 per month; (b) $0.38 per square foot per month of any structure built on the property; or (c) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company to the greater of (a) $13,407 per month; or (b) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease has an initial term of fifty (50) years. The Company has the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance. 

.

F-9

 

 

Not Reviewed

 

Additionally, the Company will relinquish all rights to the undeveloped portion of the leased property to MMP (approximately 48.3 acres) in exchange for:

 

 

$650,000 cash; and

 

 

20% of the net sales price of the transferred portion of the undeveloped leased property.

 

The net sales price will be increased by an amount equal to the Base Rent paid by the Company to MMP under a separate lease covering 4.29 acres from November 19, 2024 through the date of conveyance of the 4.29 acres to the Company by MMP and decreased by $1,722,000.

 

The description of the terms of the November 19, 2024 agreement between the Company and MMP is qualified in its entirety by the agreement between the Company and MMP filed as Exhibit 10.18 to the Company’s 8-K report filed on December 13, 2024.

 

As of December 31, 2024, the Company’s right-of-use assets were $1,707,070, the Company’s current maturities of operating lease liabilities were $4,068 and the Company’s noncurrent lease liabilities were $1,703,003.

 

The table below presents lease related terms and discount rates as of December 31, 2024. 

 

   

As of December 31,

2024

 
         

Weighted average remaining lease term

       

Operating leases

    41.75  

Weighted average discount rate

       

Operating leases

    7.9

%

 

The reconciliation of the maturities of the operating leases to the lease liabilities recorded in the Consolidated Unaudited Balance Sheet as of September 30, 2024 are as follows:

 

2025

    104,080  

2026

    138,772  

2027

    138,772  

2028

    138,772  

2029

    138,772  

Thereafter

    5,131,501  
         

Total lease payments

    5,790,669  

Less: Interest

    (4,083,598 )
    $ 1,707,071  
         

Less: operating lease liability, current portion

    (4,068 )

Operating lease liability, long term

  $ 1,703,003  

 

Aggregate rental expense under all leases totaled $481,375 and $481,375 for the years ended September 30, 2024 and 2023, respectively.

 

F-10

 

 

Not Reviewed

 

NOTE 7.

EQUITY

 

Common Stock. There was no common stock activity during the three months ended December 31, 2024.

 

Stock Options. There was no stock option activity during the three months ended December 31, 2024.

 

Stock option details are as follows:

 

                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Exercisable at September 30, 2024

    1,000,000     $ 2.25       3.0     $ -  

Adjustment (1)

    600,000                          

Outstanding as of December 10, 2024

    1,600,000     $ 1.97       2.6     $ -  

Vested and expected to vest at December 31, 2024

    1,600,000     $ 1.97       2.6     $ -  

Exercisable at December 31, 2024

    1,600,000     $ 1.97       2.6     $ -  

 

 

(1)

Options that were previously fully expensed were presented as expired as of September 30, 2024 but were not actually expired. There is no financial statement impact.

 

Warrants. Warrant activity as of and for the three months ended December 31, 2024 is as follows:

 

                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Outstanding as of September 30, 2024

    1,500,000       1.25       0.25     $ -  

Expired

    (1,500,000 )                        

Outstanding as of December 31, 2024

    -                     $ -  

Exercisable at December 31, 2024

    -                     $ -  

 

 

NOTE 8.

INCOME TAXES

 

We did not record any income tax expense or benefit for the three months ended December 31, 2024 or 2023. We increased our valuation allowance and reduced our net deferred tax assets to zero. Our assessment of the realization of our deferred tax assets has not changed, and as a result we continue to maintain a full valuation allowance for our net deferred tax assets as of December 31, 2024 and September 30, 2024.

 

As of December 31, 2024, we did not have any unrecognized tax benefits. There were no significant changes to the calculation since September 30, 2024.

 

F-11

 

 

ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended September 30, 2024 and the related Managements Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K

 

Forward-Looking Statements

 

The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the Exchange Act), which are subject to the safe harbor created by those sections. The words anticipates, believes, estimates, expects, intends, may, plans, projects, will, should, could, predicts, potential, continue, would and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

 

OVERVIEW

 

AmeriCann, Inc. designs, develops, leases and operates state-of-the-art cannabis cultivation, processing and manufacturing facilities.

 

AmeriCann uses greenhouse technology which is superior to the current industry standard of growing cannabis in warehouse facilities under artificial lights. According to industry experts, by capturing natural sunlight, greenhouses use 25 percent fewer lights, and utility bills are up to 75 percent less than in typical warehouse cultivation facilities. As such, AmeriCann’s Canopy System enables cannabis to be produced with a greatly reduced carbon footprint, making the final product less expensive. Additionally, greenhouse construction costs can be nearly half of warehouse construction costs. AmeriCann’s business is committed to sustainable, clean cultivation of cannabis and to social and environmental ethics, transparency and accountability.

 

AmeriCann’s first project is the Massachusetts Cannabis Center (“MCC”). AmeriCann may replicate the brands, technology and innovations developed at its MCC project to additional markets.

 

Massachusetts Cannabis Center

 

On October 17, 2016, we closed on the acquisition of the 52.6-acre parcel of undeveloped land in Freetown, Massachusetts. The property is located approximately 47 miles southeast of Boston.

 

As part of a simultaneous transaction, we assigned the property rights to Massachusetts Medical Properties, LLC (“MMP”) for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to us for an initial term of fifty (50) years. We have the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease. We pay all real estate taxes, repairs, maintenance and insurance. A portion of these expenses are reimbursed by the tenant.

 

The lease payments were the greater of (a) $30,000 per month; (b) $0.38 per square foot per month of any structure built on the property; or (c) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. 

 

3

 

By agreement dated November 19, 2024, the Company transferred the undeveloped portion of the leased property to MMP (approximately 48.3 acres) for:

 

 

650,000; and

 

 

20% of the net sales price of the transferred portion of the undeveloped leased property.

 

The net sales price will be increased by an amount equal to the Base Rent paid by the Company to MMP under a separate lease covering 4.29 acres from November 19, 2024 through the date of conveyance of the 4.29 acres to the Company by MMP and decreased by $1,722,000.

 

The lease payments are now the greater of (a) $13,407 per month; or (b) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease has an initial term of fifty (50) years. The Company has the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance. 

 

The description of the terms of the November 19, 2024 agreement between the Company and MMP is qualified in its entirety by the agreement between the Company and MMP filed as Exhibit 10.18 to the Company’s 8-K report filed on December 13, 2024.

 

On July 26, 2019 the Company entered into a Triple Net Lease for AmeriCann’s 30,000 square foot cultivation and product manufacturing facility with BASK, Inc. (“BASK”). BASK commenced operations in the facility 1 in February of 2020.

 

The 15-year lease for the building at the MCC with BASK provided, in addition to a monthly Base Rent, a Revenue Participation Fee whereby we will receive 15% of all gross monthly sales of cannabis, cannabis-infused products and non-cannabis products produced at Building 1.

 

On May 13, 2024, the Company and BASK mutually agreed to modify the lease effective August 31, 2024. AmeriCann and BASK have agreed that, for the last five months of the lease effective April 1 2024, the new monthly payment by BASK will be $57,588 per month, inclusive of property taxes and Host Community Agreement fees. After August 31, 2024, AmeriCann intends to operate the building as a regulated cannabis cultivation and manufacturing operator. Bask agreed to transfer to the Company its provisional Cultivation and provisional Product Manufacturing licenses. BASK will receive a credit of $40,000 for each license transferred. Any transfer of licenses is contingent upon approval from the Massachusetts Cannabis Control Commission. An application for the Change of Ownership and Control of the licenses was filed on June 19, 2024. BASK granted the Company the option to purchase any furniture and equipment located in the space currently occupied by BASK. A third-party valuation of the items to be purchased is expected to be finalized by the end of August 2024. In the event the amount of the past due rent exceeds the credit (or credits) for any licenses which may be transferred to the Company by BASK and the value of any furniture or equipment purchased by the Company, the remaining amount, plus the amount remaining due on the promissory note from BASK dated September 30, 2023 will be converted to a promissory note which will be paid in 24 equal monthly installments without interest.

 

The Massachusetts Cannabi Center (“ MCC”) is, a state of the art 30,000 square foot cultivation and processing facility, is fully-operational. Using the MCC as its base of operations, the Company plans to cultivate cannabis and provide extraction laboratory, and manufacture cannabis products.The Company plans to produce branded consumer packaged goods including cannabis beverages enhancers, vaporizer products, edible products, non-edible products and concentrates at the MCC.  All cannabis, including manufactured goods, will be sold to licensed Massachusetts retailers. 

 

SIGNIFICANT ACCOUNTING POLICIES

 

Leases

 

Effective October 1, 2019, we adopted ASC 842, Lease Accounting using the effective date method. We determine if an arrangement is a lease at inception. 

 

Right-of-Use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

4

 

Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

 

RESULTS OF OPERATIONS 

 

Material changes in the line items in our Statement of Operations for the three months ended December 31, 2024 as compared to the same period last year, are discussed below:

 

Item

 

Increase (I) or

Decrease (D)

   

Reason

           
Rental Income    D     Termination of lease on the building at the MCC
           
Professional fees   D     Decrease in consulting and auditor fees
           
Interest income    D     Modification of the Bask Note Receivable

 

LIQUIDITY AND CAPITAL RESOURCES

 

Loans

 

On August 2, 2019 we secured a $4,000,000 loan from an unrelated third party. The loan was evidenced by a note which bears interest at the rate of 11% per year. On December 4, 2020, the loan was increased by $500,000 and the maturity date was extended from August 2, 2022 to August 1, 2023. In July 2023, the maturity date was further extended to December 1, 2023 while all other provisions of the original loan remained the same. On November 30, 2023, the maturity date was extended to January 31, 2024 while all other provisions of the original loan remained the same. On December 1, 2024 the maturity date of the loan was extended to April 30, 2025 while all other provisions of the original loan remained the same. The loan is secured by a first lien on the building at the MCC.

 

Contractual obligations

 

Prior to November 19, 2024, the Company leased approximately 52.6 acres from MMP under an operating lease commencing October 17, 2016. By agreement dated November 19, 2024, the Company transferred the undeveloped portion of the leased property (approximately 48.3 acres) to MMP. (See Item 1 of this report). The lease payments are now the greater of (a) $13,407 per month; or (b) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease has an initial term of fifty (50) years. The Company has the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance. 

 

Analysis of Cash Flows

 

Our sources and (uses) of cash for the three months ended December 31, 2024 and 2023 are shown below:

 

   

2024

   

2023

 
                 

Cash (used) provided by operations

  $ (593,465 )   $ (337,244 )

Acquisition of property and equipment

    (2,869 )     --  

Payments received from notes receivable

    28,649       9,845  

Proceeds received from lease termination

    650,000       --  

 

We do not have any firm commitments from any person to provide us with any additional capital.

 

5

 

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of December 31, 2024, we did not have any off-balance sheet arrangements.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective for the same reasons that our internal control over financial reporting was not effective.

 

Internal Control over Financial Reporting

 

Our Principal Executive Officer and Principal Financial Officer concluded that our internal control over financial reporting was not effective as of December 31, 2024 at the reasonable assurance level, as a result of a material weaknesses primarily related to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally accepted in the United States of America, or GAAP, limited or no segregation of duties, and lack of independent directors.

 

We are currently in the process of evaluating the steps necessary to remediate these material weaknesses.

 

Change in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the quarterly period ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

 

PART II OTHER INFORMATION

 

 

ITEM 5. OTHER INFORMATION

 

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2024.

 

 

ITEM 6. EXHIBITS

 

Exhibit
Number

Description of Document

   

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith)

   

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, (filed herewith)

   

32

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

   

101.INS

Inline XBRL Instance Document.

   

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

   

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

   

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

   

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

   

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

   

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

6

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

AMERICANN, INC.

 
       

Dated: February 14, 2025

By:

/s/ Timothy Keogh

 
   

Timothy Keogh

 
   

Principal Executive Officer

 
       
 

By:

/s/ Benjamin Barton

 
   

Benjamin Barton

 
   

Principal Financial and Accounting Officer

 

 

7

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Timothy Keogh, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 of AmeriCann, Inc.;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Date: February 14, 2025.

 

 

By:

/s/ Timothy Keogh

 
   

Timothy Keogh 

 
   

Principal Executive Officer

 

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15a-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Benjamin Barton, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 of AmeriCann, Inc.;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Date: February 14, 2025.

 

 

By:

/s/ Benjamin Barton

 
   

Benjamin Barton

 
   

Principal Financial Officer 

 

 

 

Exhibit 32

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of AmeriCann, Inc. (the “Company”) for the quarter ended December 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, Timothy Keogh, principal executive officer of the Company, and Benjamin Barton, principal financial officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:

 

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

 

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

 

 

Date: February 14, 2025.

 

 

By:

/s/ Timothy Keogh

 
   

Timothy Keogh

 
   

Principal Executive Officer

 
       
       
 

By:

/s/ Benjamin Barton

 
   

Benjamin Barton

 
   

Principal Financial Officer

 

 

 

 

 
v3.25.0.1
Document And Entity Information - shares
3 Months Ended
Dec. 31, 2024
Feb. 10, 2025
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
Document Transition Report false  
Entity File Number 000-54231  
Entity Registrant Name AMERICANN, INC  
Entity Incorporation, State or Country Code CO  
Entity Tax Identification Number 27-4336843  
Entity Address, Address Line One 1555 Blake Street, Unit 502  
Entity Address, City or Town Denver  
Entity Address, State or Province CO  
Entity Address, Postal Zip Code 80202  
City Area Code 303  
Local Phone Number 862-9000  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   24,391,961
Entity Central Index Key 0001508348  
Current Fiscal Year End Date --09-30  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Amendment Flag false  
v3.25.0.1
Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Current Assets:    
Cash and cash equivalents $ 131,156 $ 48,841
Restricted cash 9,967 9,967
Tenant receivable 57,588 57,588
Prepaid expenses and other current assets 107,469 128,226
Current portion of note receivable 171,896 171,896
Total current assets 478,076 416,518
Note receivable 114,598 143,247
Operating lease - right-of-use asset 1,707,070 6,638,679
Total assets 10,141,265 14,063,167
Current Liabilities:    
Accounts payable and accrued expenses 98,805 140,578
Interest payable (including $21,943 and $8,749 to related parties) 63,984 174,201
Other payables 5,439 9,325
Operating lease liability, short term 4,068 13,201
Notes payable (net of unamortized discounts of $0) 4,500,000 4,500,000
Total current liabilities 5,283,942 5,418,951
Operating lease liability, long term 1,703,003 4,191,188
Total liabilities 6,986,945 9,610,139
Commitments and Contingencies  
Stockholders' Equity:    
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding 0 0
Common Stock, Value, Issued 2,439 2,439
Additional paid in capital 25,558,362 25,558,362
Accumulated deficit (22,406,481) (21,107,773)
Total stockholders' equity 3,154,320 4,453,028
Total liabilities and stockholders' equity 10,141,265 14,063,167
Related Party [Member]    
Current Liabilities:    
Accounts payable - related party 30,000 0
Note payable - related party 581,646 581,646
Construction in Progress [Member]    
Current Assets:    
Construction in progress 375,507 372,638
Property Plant and Equipment Excluding Construction in Progress [Member]    
Current Assets:    
Construction in progress $ 7,466,014 $ 6,492,085
v3.25.0.1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Interest Payable, Related Party, Current $ 21,943 $ 8,749
Debt Instrument, Unamortized Discount, Current $ 0 $ 0
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized (in shares) 20,000,000 20,000,000
Preferred Stock, Shares Outstanding (in shares) 0 0
Preferred Stock, Shares Issued (in shares) 0 0
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 0.0001 $ 0.0001
Common Stock, Shares Authorized (in shares) 100,000,000 100,000,000
Common Stock, Shares, Outstanding (in shares) 24,391,961 24,391,961
Common Stock, Shares, Issued (in shares) 24,391,961 24,391,961
v3.25.0.1
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Rental income $ 0 $ 475,629
Cost of revenues 0 780
Gross profit 0 474,849
Operating expenses:    
Advertising and marketing 2,284 281
Professional fees 59,254 111,851
General and administrative expenses 386,401 403,610
Total operating expenses 447,939 515,742
Income (loss) from operations (447,939) (40,893)
Other income (expense):    
Interest income 0 7,951
Loss on lease termination (712,291) 0
Total other income (expense) (850,769) (131,106)
Net (loss)/income $ (1,298,708) $ (171,999)
Basic and diluted (loss)/income per common share (in dollars per share) $ (0.05) $ (0.01)
Weighted average common shares outstanding (in shares) 24,391,961 24,391,961
Nonrelated Party [Member]    
Other income (expense):    
Interest expense $ (125,283) $ (125,862)
Related Party [Member]    
Other income (expense):    
Interest expense $ (13,195) $ (13,195)
v3.25.0.1
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balances (in shares) at Sep. 30, 2023 0 24,391,961      
Balances at Sep. 30, 2023   $ 2,439 $ 25,558,362 $ (19,853,444) $ 5,707,357
Net income (loss) $ 0 $ 0 0 (171,999) (171,999)
Balances (in shares) at Dec. 31, 2023 0 24,391,961      
Balances at Dec. 31, 2023 $ 0 $ 2,439 25,558,362 20,025,443 5,535,358
Balances (in shares) at Sep. 30, 2024 0 24,391,961      
Balances at Sep. 30, 2024 $ 0 $ 2,439 25,558,362 (21,107,773) 4,453,028
Net income (loss) $ 0 $ 0 0 (1,298,708) (1,298,708)
Balances (in shares) at Dec. 31, 2024   24,391,961      
Balances at Dec. 31, 2024   $ 2,439 $ 25,558,362 $ (22,406,481) $ 3,154,320
v3.25.0.1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash flows from operating activities:    
Net income (loss) $ (1,298,708) $ (171,999)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]    
Depreciation and amortization 98,071 115,562
Amortization of right of use assets 0 17,452
Loss on lease termination 712,291 0
Changes in operating assets and liabilities:    
Tenant receivable 0 (275,614)
Prepaid expenses 20,757 618
Accounts payable and accrued expenses (41,773) (472)
Operating lease liability 0 (2,962)
Interest payable (110,217) 1,356
Other payables (3,886) (6,185)
Net cash flows (used in)/provided by operations (593,465) (337,244)
Cash flows from investing activities:    
Purchases of property and equipment (2,869) 0
Payments received on notes receivable 28,649 9,845
Proceeds received from lease termination 650,000 0
Net cash flows provided by/(used in) investing activities 675,780 9,845
Net change in cash, cash equivalents, and restricted cash 82,315 (327,399)
Cash, cash equivalents, and restricted cash at beginning of period 58,808 1,144,973
Cash, cash equivalents, and restricted cash at end of period 141,123 817,574
us-gaap_SupplementalCashFlowInformationAbstract    
Cash paid for interest 248,178 137,701
Cash paid for income taxes 0 0
Related Party [Member]    
Changes in operating assets and liabilities:    
Accounts payable - related party $ 30,000 $ (15,000)
v3.25.0.1
Note 1 - Nature of Business and Basis of Presentation
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

NOTE 1.

NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

AmeriCann, Inc. ("the Company", “we”, “our”, or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010. The Company changed its corporate domicile to Colorado in 2022.

 

The Company's business plan is to design, develop, lease and operate state-of-the-art cultivation, processing and manufacturing facilities for licensed cannabis businesses throughout the United States.

 

The Company's activities are subject to significant risks and uncertainties including the potential failure to secure funding to continue its operations.

 

Basis of Presentation

 

The (a) consolidated unaudited balance sheet as of September 30, 2024, which has been derived from unaudited financial statements, and (b) the unaudited financial statements as of and for the three months ended December 31, 2024 and 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the unaudited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on January 15, 2025. In the opinion of management, all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the unaudited financial statements for fiscal 2024 as reported in the Form 10-K have been omitted.

 

Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no impact on net income or loss.

 

Significant Accounting Policies

 

Restricted Cash

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated unaudited balance sheets that sum to the total of the same such amounts in the consolidated unaudited statements of cash flows:

 

   

December 31,

2024

   

September 30,

2024

 
                 

Cash and cash equivalents

  $ 131,156     $ 48,841  

Restricted cash

    9,967       9,967  

Total cash, cash equivalents, and restricted cash shown in the cash flow statement

  $ 141,123     $ 58,808  

 

Amounts included in restricted cash represent those required to be set aside by the Cannabis Control Commission in Massachusetts as well as by a contractual agreement with a lender for the payment of specific construction related expenditures as part of the Company’s property development in Massachusetts.

 

 

Not Reviewed

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment begins in the month following the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property, plant and equipment consist of:

 

   

December 31,

2024

   

September 30,

2024

 

Land

  $ 1,072,000     $ -  

Buildings and improvements

    7,854,548       7,854,548  

Computer equipment

    349,576       349,576  

Furniture and equipment

    2,764       2,764  

Equipment

    551,800       551,800  

Total

    9,830,688       8,758,688  

Accumulated depreciation

    (2,364,674 )     (2,266,603 )

Property and equipment, net

  $ 7,466,014     $ 6,492,085  

 

Depreciation expense for the three months ended December 31, 2024 and 2023 amounted to $98,071 and $115,562, respectively.

 

Leases

 

Effective October 1, 2019, we adopted Topic 842, Lease Accounting using the effective date method . Under this method, periods prior to adoption remain unchanged. We determine if an arrangement is a lease at inception.

 

Right-of-Use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

v3.25.0.1
Note 2 - Going Concern
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Substantial Doubt about Going Concern [Text Block]

NOTE 2.

GOING CONCERN

 

The accompanying consolidated unaudited financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $22,406,481 and $21,107,773 at December 31, 2024 and September 30, 2024, respectively. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to increase operations and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds through the sale of its securities.

 

Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The consolidated unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

Not Reviewed

v3.25.0.1
Note 3 - Notes Receivable
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

NOTE 3.

NOTES RECEIVABLE

 

Notes and other receivables as of September 30, 2024 and 2023, consisted of the following: 

 

   

December 31,

2024

   

September 30,

2024

 
                 

Note receivable from BASK, interest rate of 0%; monthly principal and interest payments of $14,325, maturing in 2026.

  $ 286,494     $ 315,143  
      286,494       315,143  
                 

Less: Current portion

    (171,896 )     (171,896 )
                 
    $ 114,598     $ 143,247  

 

v3.25.0.1
Note 4 - Notes Payable
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 4.

NOTES PAYABLE

 

On August 2, 2019 the Company secured a $4,000,000 investment from an unrelated third party in the form of a loan. The loan was evidenced by a note which bore interest at the rate of 11% per year, was originally due and payable on August 2, 2022 and was secured by a first lien on the building at the Massachusetts Cannabis Center (“MCC”).

 

The note holder also received a warrant which allows the holder to purchase 600,000 shares of the Company’s common stock at a price of $1.50 per share. The warrant will expire on the earlier of (i) August 2, 2024 or (ii) twenty days after written notice of the holder that the daily Volume Weighted Average Price of the Company’s common stock was at least $4.00 for twenty consecutive trading days and the average daily volume of trades of the Company’s common stock during the twenty trading days was at least 150,000 shares. The warrant expired on August 2, 2024.

 

The broker for the loan received a cash commission of $320,000 plus warrants to purchase 48,000 shares of the Company's common stock. The warrants are exercisable at a price of $1.50 per share and expired on August 2, 2024. The cash commission and the fair value of the warrants amounting to $52,392 were recognized as a discount to the note.

 

The Company allocated the proceeds between the note and the warrants based on their relative fair values. The relative fair value of the 600,000 warrants was $562,762 which was recognized as additional paid in capital and a corresponding debt discount.

 

On December 4, 2020, the loan was modified and increased by $500,000 and the maturity of the loan was extended to August 1, 2023. All other provisions of the original loan remain the same. The debt modification was deemed not substantial and was accounted for as a debt modification. The broker for the loan received a cash commission of $40,000 which was expensed when incurred.

 

On July 31, 2023, the maturity date was further extended to December 1, 2023. On November 30, 2023, the maturity of the loan was extended to January 31, 2024. All other provisions of the previously modified loan remain the same. The debt modification was deemed not substantial and was accounted for as a debt modification. The broker for the loan received a cash commission of $7,500 which was expensed when incurred. On January 31, 2024, the maturity date of the loan was further extended until April 15, 2024. All other provisions of the previously modified loan remain the same. On April 12, 2024, the maturity of the loan was further extended until August 31, 2024. All other provisions of the previously modified loan remain the same. On August 31, 2024, the maturity of the loan for further extended until December 1, 2024, all other provisions of the previously modified loan remain the same. On December 1, 2024, the maturity of the loan was further extended until April 30, 2025, all other provisions of the previously modified loan remain the same.

 

At December 31, 2024, the outstanding principal on this note was $4,500,000 and the unamortized debt discount was $0.

 

The modified note is secured by a first lien on the building at the Company’s Massachusetts Cannabis Center (“MCC”).

 

 

Not Reviewed

 

BASK.

 

On April 7, 2016, we signed agreements with BASK. BASK is one of a limited number of organizations that has received a provisional or final registration to cultivate, process and sell medical and adult use cannabis by the Massachusetts Cannabis Control Commission.

 

Pursuant to the agreements, we agreed to provide BASK with financing for construction and working capital required for BASK’s approved dispensary and cultivation center in Fairhaven, MA.

 

On July 26, 2019, the Company entered into a 15-Year Triple Net lease of the building at the MCC with BASK. The lease commenced on September 1, 2019 and includes an annual base rent of $138,762 and a revenue participation fee equivalent to 15% of BASK's gross revenues. As of December 31, 2024, the BASK tenant receivable balance was $57,588. See Note 6.

 

On May 13, 2024, the Company and BASK mutually agreed to modify the lease effective August 31, 2024. During the last five months of the lease effective April 1, 2024 the new monthly payment by BASK will be $57,588 per month.

 

Tim Keogh, our Chief Executive Officer, was a Board Member of BASK between August 2013 and November 2021. Effective December 1, 2021, BASK was no longer classified as a related party.

 

Related Party

 

Strategic Capital Partners

On September 30, 2019, we entered into an amended note with Strategic Capital Partners, LLC (“SCP”), in the principal amount of $1,756,646, bearing interest of 9% per year and maturing on December 31, 2022. During the year ended September 30, 2022, the maturity of the note was extended to December 31, 2023. In December 2023, the note was further extended to March 31, 2024. In March 2024, the note was further extended to August 15, 2024. On August 14, 2024, the note was further extended to April 15, 2025.

 

Accrued interest on the note was $21,943 and $8,749 at December 31, 2024 and September 30, 2024, respectively.

 

At December 31, 2024 and September 30, 2024, the outstanding principal on this note was $581,646.

 

During the year ended September 30, 2024, the Company incurred $180,000 of consulting expenses with SCP and paid $195,000. As of September 30, 2024, $0 remained unpaid. During the three months ended December 31, 2024 the Company incurred $45,000 of consulting expenses with SCP of which $30,000 remained outstanding at December 31, 2024.

 

The Company leases office space from SCP. Lease expense for office space was $7,500 for the three months ended December 31, 2024 and 2023.

 

SCP is controlled by Benjamin J. Barton, one of our officers and directors and principal shareholders.

v3.25.0.1
Note 5 - Loss Per Share
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

NOTE 5.

LOSS PER SHARE

 

The following table sets forth the computation of basic and diluted net loss per share: 

 

   

Three months ended

 
   

December 31,

 
   

2024

   

2023

 
                 
                 

Net income (loss) attributable to common stockholders

  $ (1,298,708 )   $ (171,999 )
                 

Basic weighted average outstanding shares of common stock

    24,391,961       24,391,961  

Dilutive effects of common share equivalents

    -       -  

Dilutive weighted average outstanding shares of common stock

    24,391,961       24,391,961  
                 

Basic and diluted net income (loss) per share of common stock

  $ (0.05 )   $ (0.01 )

 

 

Not Reviewed

 

As of December 31, 2024, we excluded 1,600,000 of stock options from the computation of diluted net loss per share since the effects are anti-dilutive. As of December 30, 2023, we excluded 1,700,000 of stock options and 2,148,000 of warrants from the computation of diluted net loss per share since the effects are anti-dilutive.

v3.25.0.1
Note 6 - Commitments and Contingencies
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 6.

COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

Office space

 

The Company leases its office space located at 1555 Blake St., Unit 502, Denver, CO 80202 for $2,500 per month with a lease term of less than 12 months from SCP, a related party. See Note 4.

 

Lease expense for office space was $7,500 for the three months ended June December 31,, 2024 and 2023.

 

Land

 

On October 17, 2016, the Company closed on the acquisition of the 52.6-acre parcel of undeveloped land in Freetown, Massachusetts. The property is located approximately 47 miles southeast of Boston. The Company is developing the property as the MCC. Plans for the property may include the construction of sustainable greenhouse cultivation and processing facilities that will be leased or sold to Registered Marijuana Dispensaries under the Massachusetts Medical Marijuana Program.

 

As part of a simultaneous transaction, the Company assigned the property rights to Massachusetts Medical Properties, LLC (“MMP”) for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty (50) years. We have the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance.

 

Effective October 1, 2019, the Company adopted Topic 842 and recorded ROU assets and lease liabilities of $6,980,957 and $4,256,869, respectively. As part of the adoption, prepaid land lease balance of $2,724,088 was classified as a component of the Company’s ROU assets. (See Note 1)

 

The Company completed the construction of the 30,000 square foot building on the leased land and on September 1, 2019, BASK, commenced its 15-year sublease of the building which includes a base rent plus 15% of BASK’s gross revenues.

 

On May 13, 2024, the Company and BASK mutually agreed to modify the lease effective August 31, 2024. AmeriCann and BASK have agreed that, for the last five months of the lease effective April 1 2024, the new monthly payment by BASK will be $57,588 per month, inclusive of property taxes and Host Community Agreement fees. After August 31, 2024, AmeriCann intends to operate the building as a regulated cannabis cultivation and manufacturing operator. Bask agreed to transfer to the Company its provisional Cultivation and provisional Product Manufacturing licenses. BASK will receive a credit of $40,000 for each license transferred. Any transfer of licenses is contingent upon approval from the Massachusetts Cannabis Control Commission. An application for the Change of Ownership and Control of the licenses was filed on June 19, 2024. BASK granted the Company the option to purchase any furniture and equipment located in the space currently occupied by BASK. A third-party valuation of the items to be purchased was completed and valued the assets at $551,800. Additionally, the remaining balance due and the existing promissory note from BASK were converted to a new promissory note which will be paid in 24 equal monthly installments without interest.

 

By agreement dated November 19, 2024, the Company terminated one of the land leases resulting in the lease payments decreasing from the greater of (a) $30,000 per month; (b) $0.38 per square foot per month of any structure built on the property; or (c) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company to the greater of (a) $13,407 per month; or (b) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease has an initial term of fifty (50) years. The Company has the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance. 

.

 

Not Reviewed

 

Additionally, the Company will relinquish all rights to the undeveloped portion of the leased property to MMP (approximately 48.3 acres) in exchange for:

 

 

$650,000 cash; and

 

 

20% of the net sales price of the transferred portion of the undeveloped leased property.

 

The net sales price will be increased by an amount equal to the Base Rent paid by the Company to MMP under a separate lease covering 4.29 acres from November 19, 2024 through the date of conveyance of the 4.29 acres to the Company by MMP and decreased by $1,722,000.

 

The description of the terms of the November 19, 2024 agreement between the Company and MMP is qualified in its entirety by the agreement between the Company and MMP filed as Exhibit 10.18 to the Company’s 8-K report filed on December 13, 2024.

 

As of December 31, 2024, the Company’s right-of-use assets were $1,707,070, the Company’s current maturities of operating lease liabilities were $4,068 and the Company’s noncurrent lease liabilities were $1,703,003.

 

The table below presents lease related terms and discount rates as of December 31, 2024. 

 

   

As of December 31,

2024

 
         

Weighted average remaining lease term

       

Operating leases

    41.75  

Weighted average discount rate

       

Operating leases

    7.9

%

 

The reconciliation of the maturities of the operating leases to the lease liabilities recorded in the Consolidated Unaudited Balance Sheet as of September 30, 2024 are as follows:

 

2025

    104,080  

2026

    138,772  

2027

    138,772  

2028

    138,772  

2029

    138,772  

Thereafter

    5,131,501  
         

Total lease payments

    5,790,669  

Less: Interest

    (4,083,598 )
    $ 1,707,071  
         

Less: operating lease liability, current portion

    (4,068 )

Operating lease liability, long term

  $ 1,703,003  

 

Aggregate rental expense under all leases totaled $481,375 and $481,375 for the years ended September 30, 2024 and 2023, respectively.

 

 

Not Reviewed

v3.25.0.1
Note 7 - Equity
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Equity [Text Block]

NOTE 7.

EQUITY

 

Common Stock. There was no common stock activity during the three months ended December 31, 2024.

 

Stock Options. There was no stock option activity during the three months ended December 31, 2024.

 

Stock option details are as follows:

 

                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Exercisable at September 30, 2024

    1,000,000     $ 2.25       3.0     $ -  

Adjustment (1)

    600,000                          

Outstanding as of December 10, 2024

    1,600,000     $ 1.97       2.6     $ -  

Vested and expected to vest at December 31, 2024

    1,600,000     $ 1.97       2.6     $ -  

Exercisable at December 31, 2024

    1,600,000     $ 1.97       2.6     $ -  

 

 

(1)

Options that were previously fully expensed were presented as expired as of September 30, 2024 but were not actually expired. There is no financial statement impact.

 

Warrants. Warrant activity as of and for the three months ended December 31, 2024 is as follows:

 

                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Outstanding as of September 30, 2024

    1,500,000       1.25       0.25     $ -  

Expired

    (1,500,000 )                        

Outstanding as of December 31, 2024

    -                     $ -  

Exercisable at December 31, 2024

    -                     $ -  

 

v3.25.0.1
Note 8 - Income Taxes
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

NOTE 8.

INCOME TAXES

 

We did not record any income tax expense or benefit for the three months ended December 31, 2024 or 2023. We increased our valuation allowance and reduced our net deferred tax assets to zero. Our assessment of the realization of our deferred tax assets has not changed, and as a result we continue to maintain a full valuation allowance for our net deferred tax assets as of December 31, 2024 and September 30, 2024.

 

As of December 31, 2024, we did not have any unrecognized tax benefits. There were no significant changes to the calculation since September 30, 2024.

 

 

v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

ITEM 5. OTHER INFORMATION

 

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2024.

Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.25.0.1
Significant Accounting Policies (Policies)
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

 

The (a) consolidated unaudited balance sheet as of September 30, 2024, which has been derived from unaudited financial statements, and (b) the unaudited financial statements as of and for the three months ended December 31, 2024 and 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the unaudited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on January 15, 2025. In the opinion of management, all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the unaudited financial statements for fiscal 2024 as reported in the Form 10-K have been omitted.

 

Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no impact on net income or loss.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Significant Accounting Policies

 

Restricted Cash

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated unaudited balance sheets that sum to the total of the same such amounts in the consolidated unaudited statements of cash flows:

 

   

December 31,

2024

   

September 30,

2024

 
                 

Cash and cash equivalents

  $ 131,156     $ 48,841  

Restricted cash

    9,967       9,967  

Total cash, cash equivalents, and restricted cash shown in the cash flow statement

  $ 141,123     $ 58,808  

 

Amounts included in restricted cash represent those required to be set aside by the Cannabis Control Commission in Massachusetts as well as by a contractual agreement with a lender for the payment of specific construction related expenditures as part of the Company’s property development in Massachusetts.

 

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment begins in the month following the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property, plant and equipment consist of:

 

   

December 31,

2024

   

September 30,

2024

 

Land

  $ 1,072,000     $ -  

Buildings and improvements

    7,854,548       7,854,548  

Computer equipment

    349,576       349,576  

Furniture and equipment

    2,764       2,764  

Equipment

    551,800       551,800  

Total

    9,830,688       8,758,688  

Accumulated depreciation

    (2,364,674 )     (2,266,603 )

Property and equipment, net

  $ 7,466,014     $ 6,492,085  

 

Depreciation expense for the three months ended December 31, 2024 and 2023 amounted to $98,071 and $115,562, respectively.

 

Lessee, Leases [Policy Text Block]

Leases

 

Effective October 1, 2019, we adopted Topic 842, Lease Accounting using the effective date method . Under this method, periods prior to adoption remain unchanged. We determine if an arrangement is a lease at inception.

 

Right-of-Use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

v3.25.0.1
Note 1 - Nature of Business and Basis of Presentation (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Cash, Cash Equivalents, and Restricted Cash [Table Text Block]
   

December 31,

2024

   

September 30,

2024

 
                 

Cash and cash equivalents

  $ 131,156     $ 48,841  

Restricted cash

    9,967       9,967  

Total cash, cash equivalents, and restricted cash shown in the cash flow statement

  $ 141,123     $ 58,808  
Property, Plant and Equipment [Table Text Block]
   

December 31,

2024

   

September 30,

2024

 

Land

  $ 1,072,000     $ -  

Buildings and improvements

    7,854,548       7,854,548  

Computer equipment

    349,576       349,576  

Furniture and equipment

    2,764       2,764  

Equipment

    551,800       551,800  

Total

    9,830,688       8,758,688  

Accumulated depreciation

    (2,364,674 )     (2,266,603 )

Property and equipment, net

  $ 7,466,014     $ 6,492,085  
v3.25.0.1
Note 3 - Notes Receivable (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
   

December 31,

2024

   

September 30,

2024

 
                 

Note receivable from BASK, interest rate of 0%; monthly principal and interest payments of $14,325, maturing in 2026.

  $ 286,494     $ 315,143  
      286,494       315,143  
                 

Less: Current portion

    (171,896 )     (171,896 )
                 
    $ 114,598     $ 143,247  
v3.25.0.1
Note 5 - Loss Per Share (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

Three months ended

 
   

December 31,

 
   

2024

   

2023

 
                 
                 

Net income (loss) attributable to common stockholders

  $ (1,298,708 )   $ (171,999 )
                 

Basic weighted average outstanding shares of common stock

    24,391,961       24,391,961  

Dilutive effects of common share equivalents

    -       -  

Dilutive weighted average outstanding shares of common stock

    24,391,961       24,391,961  
                 

Basic and diluted net income (loss) per share of common stock

  $ (0.05 )   $ (0.01 )
v3.25.0.1
Note 6 - Commitments and Contingencies (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Lease Related Terms and Discount Rates [Table Text Block]
   

As of December 31,

2024

 
         

Weighted average remaining lease term

       

Operating leases

    41.75  

Weighted average discount rate

       

Operating leases

    7.9

%

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

2025

    104,080  

2026

    138,772  

2027

    138,772  

2028

    138,772  

2029

    138,772  

Thereafter

    5,131,501  
         

Total lease payments

    5,790,669  

Less: Interest

    (4,083,598 )
    $ 1,707,071  
         

Less: operating lease liability, current portion

    (4,068 )

Operating lease liability, long term

  $ 1,703,003  
v3.25.0.1
Note 7 - Equity (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Share-Based Payment Arrangement, Option, Activity [Table Text Block]
                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Exercisable at September 30, 2024

    1,000,000     $ 2.25       3.0     $ -  

Adjustment (1)

    600,000                          

Outstanding as of December 10, 2024

    1,600,000     $ 1.97       2.6     $ -  

Vested and expected to vest at December 31, 2024

    1,600,000     $ 1.97       2.6     $ -  

Exercisable at December 31, 2024

    1,600,000     $ 1.97       2.6     $ -  
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]
                   

Weighted

         
           

Weighted

   

Average

         
           

Average

   

Contractual

   

Aggregate

 
   

Number of

   

Exercise

   

Term

   

Intrinsic

 
   

Shares

   

Price

   

(Years)

   

Value

 

Outstanding as of September 30, 2024

    1,500,000       1.25       0.25     $ -  

Expired

    (1,500,000 )                        

Outstanding as of December 31, 2024

    -                     $ -  

Exercisable at December 31, 2024

    -                     $ -  
v3.25.0.1
Note 1 - Nature of Business and Basis of Presentation (Details Textual) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Depreciation $ 98,071 $ 115,562
Minimum [Member]    
Property, Plant and Equipment, Useful Life 3 years  
Maximum [Member]    
Property, Plant and Equipment, Useful Life 20 years  
v3.25.0.1
Note 1 - Nature of Business and Basis of Presentation - Restricted Cash (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Cash and cash equivalents $ 131,156 $ 48,841
Restricted cash 9,967 9,967
Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 141,123 $ 58,808
v3.25.0.1
Note 1 - Description of Business and Significant Accounting Policies - Property, Plant and Equipment, Net (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Land $ 9,830,688 $ 8,758,688
Land [Member]    
Land 1,072,000 0
Building and Building Improvements [Member]    
Land 7,854,548 7,854,548
Computer Equipment [Member]    
Land 349,576 349,576
Furniture and Equipment 1[Member]    
Land 2,764 2,764
Equipment [Member]    
Land 551,800 551,800
Property Plant and Equipment Excluding Construction in Progress [Member]    
Accumulated depreciation (2,364,674) (2,266,603)
Property and equipment, net $ 7,466,014 $ 6,492,085
v3.25.0.1
Note 2 - Going Concern (Details Textual) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Retained Earnings (Accumulated Deficit) $ 22,406,481 $ 21,107,773
v3.25.0.1
Note 3 - Notes Receivable - Schedule of Notes Receivable (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Note receivable $ 114,598 $ 143,247
Notes and Other Receivables, Net 286,494 315,143
Less: Current portion (171,896) (171,896)
Financing Receivable, after Allowance for Credit Loss 114,598 143,247
BASK [Member] | Notes Receivable, Interest Receivable 2028 [Member]    
Note receivable 286,494 315,143
Financing Receivable, after Allowance for Credit Loss $ 286,494 $ 315,143
v3.25.0.1
Note 3 - Notes Receivable - Schedule of Notes Receivable (Details) (Parentheticals) - USD ($)
Pure in Thousands
3 Months Ended
Sep. 30, 2024
Dec. 31, 2024
Note Receivable, Interest Rate 0.00% 0.00%
Note Receivable, Periodic Payment $ 14,325 $ 14,325
v3.25.0.1
Note 4 - Notes Payable (Details Textual) - USD ($)
3 Months Ended 12 Months Ended 15 Months Ended
May 13, 2024
May 03, 2024
Dec. 04, 2020
Aug. 02, 2019
Jul. 26, 2019
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2024
Jul. 31, 2023
Sep. 30, 2019
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)           $ 1.25       $ 1.25    
Class of Warrant or Right, Outstanding           1,500,000       1,500,000    
Tenant Receivable, Current           $ 57,588   $ 57,588   $ 57,588    
Notes Payable, Current           4,500,000   4,500,000   4,500,000    
Interest Payable, Current           63,984   174,201   63,984    
Operating Expenses           447,939 $ 515,742          
Operating Lease, Expense               481,375 $ 481,375      
Office Space in Denver, CO [Member]                        
Operating Lease, Expense           7,500 $ 7,500     7,500    
BASK [Member]                        
Lease Monthly Payment $ 57,588 $ 57,588                    
Unrelated Party [Member] | Promissory Notes [Member]                        
Average Closing Price per Share       $ 4                
Average Daily Volume Of Shares Trades       150,000                
Payments of Debt Issuance Costs       $ 320,000                
BASK [Member] | Lease Agreement [Member]                        
Annual Base Rent         $ 138,762              
Operating Lease, Percentage of Leassee's Gross Revenue         15.00%              
Tenant Receivable, Current           57,588       57,588    
Strategic Capital Partners [Member]                        
Notes Payable, Current                       $ 1,756,646
Strategic Capital Partners [Member] | Consulting Services [Member]                        
Operating Expenses           45,000   180,000        
Related Party Transaction, Amounts of Transaction               195,000        
Accounts Payable           30,000   0   30,000    
Strategic Capital Partners [Member] | Promissory Notes [Member]                        
Interest Payable, Current           21,943   8,749   21,943    
Notes Payable           581,646   $ 581,646   581,646    
Strategic Capital Partners [Member] | Promissory Note Two [Member]                        
Debt Instrument, Interest Rate, Stated Percentage                       9.00%
Warrants Issued to Unrelated Parties Lenders [Member]                        
Class of Warrant or Right, Number of Securities Called by Warrants or Rights       600,000                
Warrants Issued to Unrelated Parties Lenders [Member] | Promissory Notes [Member]                        
Class of Warrant or Right, Outstanding       600,000                
Warrants and Rights Outstanding       $ 562,762                
Warrants to Purchase Additional Shares [Member]                        
Debt Instrument, Convertible, Conversion Price       $ 1.5                
Warrants Issued to Placement Agent [Member] | Promissory Notes [Member]                        
Class of Warrant or Right, Number of Securities Called by Warrants or Rights       48,000                
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)       $ 1.5                
Unrelated Party [Member]                        
Proceeds from Issuance of Long-Term Debt       $ 4,000,000                
Debt Instrument, Interest Rate, Stated Percentage       11.00%                
Unrelated Party [Member] | Promissory Notes [Member]                        
Proceeds from Issuance of Long-Term Debt     $ 500,000                  
Debt Instrument, Unamortized Discount       $ 52,392   0       0    
Notes Payable, Noncurrent           $ 4,500,000       $ 4,500,000    
Unrelated Party [Member] | Promissory Notes [Member] | Broker [Member]                        
Debt Instrument, Fee Amount     $ 40,000               $ 7,500  
v3.25.0.1
Note 5 - Loss Per Share (Details Textual) - shares
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Payment Arrangement, Option [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 1,600,000 1,700,000
Warrant [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount   2,148,000
v3.25.0.1
Note 5 - Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Net income (loss) $ (1,298,708) $ (171,999)
Weighted average common shares outstanding (in shares) 24,391,961 24,391,961
Dilutive effects of common share equivalents (in shares) 0 0
Dilutive weighted average outstanding shares of common stock (in shares) 24,391,961 24,391,961
Basic and diluted (loss)/income per common share (in dollars per share) $ (0.05) $ (0.01)
v3.25.0.1
Note 6 - Commitments and Contingencies (Details Textual)
1 Months Ended 3 Months Ended 12 Months Ended 15 Months Ended
Nov. 19, 2024
USD ($)
a
May 13, 2024
USD ($)
May 03, 2024
USD ($)
Sep. 01, 2019
Oct. 17, 2016
a
Nov. 30, 2024
USD ($)
Dec. 31, 2024
USD ($)
ft²
Dec. 31, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2024
USD ($)
ft²
Oct. 01, 2019
USD ($)
Operating Lease, Expense                 $ 481,375 $ 481,375    
Operating Lease, Right-of-Use Asset             $ 1,707,070   6,638,679   $ 1,707,070 $ 6,980,957
Operating Lease, Liability             1,707,071       1,707,071 4,256,869
Property, Plant and Equipment, Gross             9,830,688   8,758,688   9,830,688  
Operating Lease, Liability, Current             4,068   13,201   4,068  
Operating Lease, Liability, Noncurrent             $ 1,703,003   $ 4,191,188   $ 1,703,003  
MCC Property [Member]                        
Increase (Decrease) in Asset, Held-for-Sale $ 1,722,000                      
BASK [Member]                        
Lease Monthly Payment   $ 57,588 $ 57,588                  
Credit of Each License Transferred     40,000                  
Property, Plant and Equipment, Gross     $ 551,800                  
BASK [Member] | New Promissory Notes [Member]                        
Financing Receivable, Number of Monthly Installments     24                  
MMP [Member] | MCC Property [Member]                        
Area of Land (Acre) | a 48.3                      
Proceeds from Sale, Land, Held-for-Use           $ 650,000            
Percentage of Net Sales Price 20.00%                      
Area of Real Estate That Can Be Purchased | a 4.29                      
BASK [Member]                        
Area of Real Estate Property (Square Foot) | ft²             30,000       30,000  
Lessee, Operating Sublease, Term       15 years                
Lessee, Operating Sublease, Percentage of Gross Revenues       15.00%                
Sale Leaseback to MMP [Member]                        
Lessee, Operating Lease, Term of Contract 50 years       50 years              
Lessee Leasing Arrangements, Operating Leases, Number of Renewal Periods 4       4              
Lessee, Operating Lease, Renewal Term 10 years       10 years              
Sale Leaseback Transaction, Monthly Rental Payments, Termination $ 30,000                      
Sale Leaseback Transaction, Monthly Rental Payments, Per Square Foot, Terminated 0.38                      
Sale Leaseback Transaction, Monthly Rental Payments, Percentage of Gross Monthly Sales 1.50%                      
Sale Leaseback Transaction, Monthly Rental Payments $ 13,407                      
Sale Leaseback to MMP [Member] | Accounting Standards Update 2016-02 [Member]                        
Operating Lease, Right-of-Use Asset                       $ 2,724,088
Massachusetts Land Purchase [Member]                        
Area of Land (Acre) | a         52.6              
Office Space in Denver, CO [Member]                        
Operating Leases, Monthly Payment             $ 2,500          
Operating Lease, Expense             $ 7,500 $ 7,500     $ 7,500  
v3.25.0.1
Note 6 - Commitments and Contingencies - Lease Related Terms and Discount Rates (Details)
Dec. 31, 2024
Operating leases (Year) 41 years 9 months
Operating leases 7.90%
v3.25.0.1
Note 6 - Commitments and Contingencies - Future Rental Payments Under Operating Leases (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Oct. 01, 2019
2025 $ 104,080    
2026 138,772    
2027 138,772    
2028 138,772    
Lessee, Operating Lease, Liability, to be Paid, Year Five 138,772    
Thereafter 5,131,501    
Total lease payments 5,790,669    
Less: Interest (4,083,598)    
Operating Lease, Liability 1,707,071   $ 4,256,869
Less: operating lease liability, current portion (4,068) $ (13,201)  
Operating lease liability, long term $ 1,703,003 $ 4,191,188  
v3.25.0.1
Note 7 - Equity - Stock Option Activity (Details) - $ / shares
3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Exercisable (in shares) 1,600,000 1,000,000
Exercisable (in dollars per share) $ 1.97 $ 2.25
Exercisable (Year) 3 years  
Adjustment (1) (in shares) [1] 600,000  
Outstanding (in dollars per share) $ 1.97  
Outstanding (Year) 2 years 7 months 6 days  
Vested and expected to vest (in shares) 1,600,000 1,000,000
Vested and expected to vest (in dollars per share) $ 1.97  
Vested and expected to vest (Year) 2 years 7 months 6 days  
Exercisable (in dollars per share) $ 1.97 $ 2.25
[1] Options that were previously fully expensed were presented as expired as of September 30, 2024 but were not actually expired. There is no financial statement impact.
v3.25.0.1
Note 7 - Equity - Warrants Activity (Details)
3 Months Ended
Dec. 31, 2024
$ / shares
shares
Outstanding (in shares) 1,500,000
Outstanding (in dollars per share) | $ / shares $ 1.25
Outstanding (Year) 3 months
Expired (in shares) (1,500,000)
v3.25.0.1
Note 8 - Income Taxes (Details Textual) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Expense (Benefit), Total $ 0 $ 0

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