For buyers
First 90 days after buying
Federal and state law current as of September 2026 — verify with counsel.
Key takeaways
- As of September 2026, medical marijuana is Schedule III; adult-use remains Schedule I (Federal Register 2026-08176 and pending hearing).
- 280E still hits adult-use SG&A; medical books may take ordinary deductions — apportion dual licenses.
- SBA loans are unavailable for plant-touching targets (SOP 50 10 8).
- Deals close on regulatory approval; control does not move early.
- Single-store commentary multiples of about 3x–6x EBITDA are trade ranges, not appraisals (2025–2026 commentary).
First 90 days after buying is a buyer-side eligibility and verification problem. A cheap license you cannot own, finance, or operate at that address is not an acquisition. It is a legal bill. This page is written for buyers and for more than one license class. It is not legal or tax advice.
On First 90 days after buying, the federal overlay is a schedule split, not a national license. Federal Register 2026-08176 moved qualifying medical and FDA-approved marijuana to Schedule III on 28 April 2026. Adult-use marijuana stayed on Schedule I while a DEA hearing record sits with an administrative law judge. That is why IRC §280E still bites adult-use SG&A and why a medical slice can look different after tax.
| Topic | Working rule (verify, September 2026) |
|---|---|
| Audience | buyers |
| License lens | more than one license class |
| Contrast markets | Colorado / Connecticut / New Jersey |
| SBA | Unavailable for plant-touching (SOP 50 10 8) |
| Hemp clock | P.L. 119-37 redefinition 12 November 2026 |
| Commentary multiple (not an appraisal) | 3x–33x normalized earnings |
People the agency will map on First 90 days after buying — how should you read this on First 90 days after buying?
True parties of interest include more than the 51% owner. Silent lenders and handshake managers show up on First 90 days after buying whether the CIM mentions them or not.
Confidentiality rules for First 90 days after buying — how should you read this on First 90 days after buying?
First 90 days after buying is not a Facebook post. Use a blind teaser and an NDA. Employees and landlords in Colorado find out on a planned day.
Holdbacks that belong on First 90 days after buying — what should you verify for First 90 days after buying?
Tax, inventory, and compliance residuals sit in escrow or a holdback. First 90 days after buying that closes “clean” with open city tax is a gift to the buyer’s counsel.
What a commentary multiple is not on First 90 days after buying — what belongs on First 90 days after buying?
Trade notes still cite about 3x–33x normalized earnings for a clean single store. Public MSO chatter near 4.16x EV/EBITDA for 2025 is not a value for First 90 days after buying.
Hemp overlay if First 90 days after buying touches SKUs — what breaks First 90 days after buying?
P.L. 119-37 and CRS IN12620 on the 2026 hemp definition reset the definition on 12 November 2026. If First 90 days after buying includes delta-8 or other intoxicating hemp, underwrite the post-rule catalog.
MSA risk around First 90 days after buying — what belongs on First 90 days after buying?
A management agreement that moves control before approval is a license event. First 90 days after buying does not get a clever close by calling the buyer a consultant.
Diligence order for First 90 days after buying — what belongs on First 90 days after buying?
Eligibility, then local host status, then track-and-trace, then tax, then lease. The checklist stays in the working set.
Documents that actually move First 90 days after buying — what should you verify for First 90 days after buying?
License, local authorization, lease consent, tax clearance, 3 months of seed-to-sale exports, violation history, and the ownership chart. Missing one of those is not a formatting issue.
Who should not attempt First 90 days after buying — why does this change First 90 days after buying?
A buyer who cannot pass background or residency. An owner inside a holding period. A non-citizen who has not spoken to immigration counsel. USCIS still treats marijuana conduct as a controlled-substance issue.
How HedgeStone treats First 90 days after buying — what breaks First 90 days after buying?
Jason Taken will say if First 90 days after buying is transferable before anyone writes a CIM. He is a business broker, not an attorney and not a licensed operator. No invented listings, no invented MSO names.
Successor liability sitting under First 90 days after buying — what should you verify for First 90 days after buying?
Cannabis tax debt does not vanish because someone chose an asset sale. Clearance certificates and holdbacks exist for First 90 days after buying. See tax holdbacks.
Banking after First 90 days after buying — what belongs on First 90 days after buying?
FinCEN FIN-2014-G001 is still the SAR frame. A new owner who assumes the seller’s bank will keep the account is guessing. Model cash handling until the successor account is real.
When to walk away from First 90 days after buying — how should you read this on First 90 days after buying?
If the license is locked, the city will not host the buyer, the books cannot be rebuilt, or the hemp catalog dies in November 2026, the honest answer is stop. First 90 days after buying is not improved by optimism.
Partner and dispute uses of First 90 days after buying — how should you read this on First 90 days after buying?
Buyouts and shareholder fights still need a method, not a slogan. Label ranges. Do not pretend a liquor-store rule prices First 90 days after buying.
Cited sources that govern First 90 days after buying: Federal Register 2026-08176 is the April 2026 medical / FDA-approved marijuana Schedule III order. IRC §280E still disallows ordinary deductions on Schedule I trafficking, which is why adult-use books stay in 280E. FinCEN FIN-2014-G001 remains the SAR frame banks actually use. SBA SOP 50 10 8 keeps plant-touching targets out of 7(a) and 504, including medical.
What to bring to the intro call — what belongs on First 90 days after buying?
Book twenty minutes with Jason Taken at HedgeStone Business Advisors. For First 90 days after buying, bring the license class, the state, the local authorization status, and whether a buyer or target is already in the room. There is no form on this site and no invented listing book. He is a business broker, not an attorney and not a licensed cannabis operator.
Related pages for First 90 days after buying — what belongs on First 90 days after buying?
Read METRC next if that file is open on First 90 days after buying. 280E is the companion page when First 90 days after buying needs that angle. Keep LOI guide in the working set for First 90 days after buying. Read zoning diligence next if that file is open on First 90 days after buying. track-and-trace revenue is the companion page when First 90 days after buying needs that angle. Keep buy pillar in the working set for First 90 days after buying. Read true party of interest next if that file is open on First 90 days after buying. buyer red flags is the companion page when First 90 days after buying needs that angle.
Summary on First 90 days after buying — why does this change First 90 days after buying?
First 90 days after buying turns on approval, after-tax cash, and the license class. Federal law current as of September 2026 is a schedule split, not a green light. Verify every rate, cap, and clock with counsel.
Which public sources belong on this file?
Cite USCIS Policy Manual, U.S. Treasury, DEA drug scheduling, DEA diversion schedules. A forum post is not a substitute.
How should a buyer screen this Virginia target?
Buyers who tour first waste months. Run eligibility, local host status, and track-and-trace before a site walk. SBA SOP 50 10 8 will not finance plant-touching. Commentary 3x–33x is not a bid. New York and Virginia are different buyboxes; California is the third check. The job is to hold back the target, not to fall in love with the storefront.
| Buyer screen | Fail if |
|---|---|
| Eligibility | Residency or TPI issue |
| Local host | Opt-out or dead CUP |
| Books | Track-and-trace mismatch |
| Capital | SBA assumed |
Which eligibility traps hit before a tour?
Buyers who tour first waste months. Run eligibility, local host status, and track-and-trace before a site walk. SBA SOP 50 10 8 will not finance plant-touching. Commentary 6x–63x is not a bid. Florida and Oklahoma are different buyboxes; Illinois is the third check. The job is to document the target, not to fall in love with the storefront.
| Buyer screen | Fail if |
|---|---|
| Eligibility | Residency or TPI issue |
| Local host | Opt-out or dead CUP |
| Books | Track-and-trace mismatch |
| Capital | SBA assumed |
How should buyers spend diligence days?
Buyers who tour first waste months. Run eligibility, local host status, and track-and-trace before a site walk. SBA SOP 50 10 8 will not finance plant-touching. Commentary 5x–53x is not a bid. California and Pennsylvania are different buyboxes; Michigan is the third check. The job is to age the target, not to fall in love with the storefront.
| Buyer screen | Fail if |
|---|---|
| Eligibility | Residency or TPI issue |
| Local host | Opt-out or dead CUP |
| Books | Track-and-trace mismatch |
| Capital | SBA assumed |
Which capital will not appear?
Buyers who tour first waste months. Run eligibility, local host status, and track-and-trace before a site walk. SBA SOP 50 10 8 will not finance plant-touching. Commentary 4x–43x is not a bid. Illinois and Minnesota are different buyboxes; Colorado is the third check. The job is to disclose the target, not to fall in love with the storefront.
| Buyer screen | Fail if |
|---|---|
| Eligibility | Residency or TPI issue |
| Local host | Opt-out or dead CUP |
| Books | Track-and-trace mismatch |
| Capital | SBA assumed |
When should a buyer walk?
Buyers who tour first waste months. Run eligibility, local host status, and track-and-trace before a site walk. SBA SOP 50 10 8 will not finance plant-touching. Commentary 3x–33x is not a bid. Michigan and Ohio are different buyboxes; Maryland is the third check. The job is to verify the target, not to fall in love with the storefront.
| Buyer screen | Fail if |
|---|---|
| Eligibility | Residency or TPI issue |
| Local host | Opt-out or dead CUP |
| Books | Track-and-trace mismatch |
| Capital | SBA assumed |
Frequently asked questions
What capital actually funds these deals?
Seller paper, private credit, cash, or a sale-leaseback. SBA will not appear. [SAFE Banking Act of 2026, S.4942](https://www.congress.gov/bill/119th-congress/senate-bill/4942) is not a close condition for First 90 days after buying.
Who counts as a true party of interest?
More than the 51% owner. Silent lenders and handshake managers show up whether the CIM mentions them or not. Map them before you price First 90 days after buying.
Does tax debt vanish in an asset sale?
No. Cannabis tax claims can follow the buyer or the assets. Clearance certificates and holdbacks exist for First 90 days after buying.
Does a public listing raise the price?
Usually it raises leakage risk. Employees, landlords, and competitors learn first. Run First 90 days after buying as a confidential process.
What should you bring to the intro call?
License class, state, local authorization status, and whether a buyer or target is already in the room. That is enough to qualify First 90 days after buying.
How should dual licenses be taxed?
Apportion. The April 2026 order is not a blended gift. Dual shops that dump all SG&A into the medical column will lose that fight on First 90 days after buying.
Sources
- IRC §280E — https://www.law.cornell.edu/uscode/text/26/280E
- Viridian Capital public commentary — Tier 1 U.S. MSO EV/EBITDA ~4.16x (2025 consensus)
- Federal Register 2026-08176 (28 April 2026) — medical / FDA-approved marijuana to Schedule III — https://www.federalregister.gov/d/2026-08176
- FinCEN FIN-2014-G001 — BSA expectations for marijuana-related businesses — https://www.fincen.gov/resources/statutes-regulations/guidance/bsa-expectations-regarding-marijuana-related-businesses
- SBA SOP 50 10 8 (effective 1 June 2025) — marijuana ineligibility — https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs
- USCIS Policy Manual — https://www.uscis.gov/policy-manual
- U.S. Treasury — https://home.treasury.gov/
- DEA drug scheduling — https://www.dea.gov/drug-information/drug-scheduling
- Congress.gov S.4942 — SAFE Banking Act of 2026 (introduced, not enacted) — https://www.congress.gov/bill/119th-congress/senate-bill/4942
- Congress.gov H.R.9471 — companion SAFE Banking bill — https://www.congress.gov/bill/119th-congress/house-bill/9471
- CRS IF13136 / IN12620 — hemp definition change effective 12 November 2026 (P.L. 119-37) — https://www.congress.gov/crs-product/IN12620