Chit Chat Stocks - He Bought GameStop Before It Mooned. This Is The MicroCap Stock He Owns Today

Episode Date: March 25, 2026

On this episode of Chit Chat Stocks, we speak with Rod Alzmann, an individual investor, about one of his latest stock purchases. We discuss: (00:00) Introduction (00:57) Why is [X Stock] down 97%? (02:10) Historical context and sector-wide decline (04:05) Company-specific deterioration factors (05:32) Impact of federal law and tax issues (06:59) Financial health and cash position (11:30) Regulatory risks and potential de-scheduling (15:49) Virginia legislation and market opportunity (20:46) Potential acquisition scenarios (24:09) Board engagement and governance signals (29:10) Treasury management and cash utilization (34:26) Board communications and shareholder rights (36:44) Risks to the business and downside scenarios (40:56) Stock valuation and intrinsic value (43:45) Market cycle and supply-demand dynamics (50:29) Market interest and short-selling activity (53:55) What investors are missing about the stock (56:31) Summary and closing thoughts Rod's full analysis: https://rodalzmann.substack.com/ ***************************************************** Sign up for our stock research service, Emerging Moats: emergingmoats.com  ********************************************************************* Chit Chat Stocks is presented by Interactive Brokers. Get professional pricing, global access, and premier technology with the best brokerage for investors today:  https://www.interactivebrokers.com/  Interactive Brokers is a member of SIPC.  ********************************************************************* Fiscal.ai is building the future of financial data. With custom charts, AI-generated research reports, and endless analytical tools, you can get up to speed on any stock around the globe. All for a reasonable price.  Use our LINK and get 15% off any premium plan: ⁠https://fiscal.ai/chitchat  ********************************************************************* Disclosure: Chit Chat Stocks hosts and guests are not financial advisors, and nothing they say on this show is formal advice or a recommendation. Learn more about your ad choices. Visit megaphone.fm/adchoices

This episode is presented by Interactive Brokers. You research your investments, but did you research your broker? In 2025, IBKR retail clients averaged a 19.2% return, beating the S&P 500's 17.9%. Over time, the broker you choose makes a difference. If you want to learn why, head on over to IBKR.com slash 2025. More on this later in the show. Welcome to Chit Chat Stocks. On this show, hosts Ryan Henderson and Brett Schaefer analyze businesses and riff on the

world of investing. As a quick reminder, Chitchat Stocks is a CCM Media Group podcast. Anything discussed on Chitchat Stocks by Ryan, Brett, or any other podcast guest is not formal advice or recommendation. Now, please enjoy this episode. welcome into the chit chat stocks podcast a podcast to help you find your next great investment today we bring back on rod alsman an individual investor who manages his own book and is actually one of the early gamestop investors we've had on before to discuss other companies people can go back and listen to those episodes if they want but today we wanted to bring him back on because he's been writing on his sub stack, which we will have a link to in the show notes, an interesting new

potential opportunity to discuss with WM Technology, aka Weedmaps. Rod is currently a large investor in the business and Ryan and I are currently not shareholders. But I said, since it's a small micro cap, we should say what our rules are around publishing and buying stocks. We may or may not own shares after this episode is aired, given our 48 hour rules. So essentially, we don't in order to you know keep things aligned with our listeners we want to make sure that we don't buy anything right after something is published that's how we just want to have our own rules rod will also give a disclosure but let's get into the questions uh and right you can put the disclosure in your disclaimer before we get into this first one wm technology is down

97 percent in the past five years let's just start out with why why why is the stock so so beaten down? Loaded first question, 97. That's a big number. Well, look, I just need to get a little disclaimer out of the way. We don't have to keep harping on it, but I do need to note that before we start, I need to be transparent about my position and my limitations here. So I beneficially own well in excess of 2 million shares of MAPS Class A common stock, inclusive of shares underlying immediately exercisable derivative instruments. I have a material financial interest in the stock going higher. Hope that's clear. Nothing I say today is investment advice. I'm sharing my independent analytical views based entirely on publicly available SEC filings and enacted

legislation. I may buy or sell at any time without notice. I also want to note that portions of my published analytical work were developed with the assistance of AI tools. All inputs, assumptions, and conclusions, though, are my own. I've verified all citations against primary sources. So to get to your question on why Weedmaps, I'll refer to it as maps or Weedmaps interchangeably. You know, WM Technology Inc. is the formal corporate name, but I don't think most people know of it like that. And we need to go back to five-ish years ago. You know, we're in SPAC mania. We're amidst meme mania.

Stock went public in June 2021, you know, just a few months after the GameStop mania. depending on what your preferred naming of that is, that I was a substantial beneficiary of. I published GME DD research report on, I think it was January 20th or 21st, 2021. So within a week of publishing that research report, the stock literally went to the moon. It was quite a life-changing experience. I got to participate in the Odd Lots podcast on that Thursday morning. The stock made all-time highs recording it and seeing it happen in real time. It was just a once-in-a-lifetime lived experience of mine. So with that grounding of this happening in the months following, they went public via SPAC at an implied valuation of $1.5 billion during the peak of the cannabis SPAC bubble, right?

So it's down a lot. You mentioned 97. I think that's from the high points, which it did run up, right? Most SPACs, of course, IPO at the $10 mark with, you know, warrant instruments. I'm not going to get into all that, but it's safe to say that just about every cannabis adjacent public company has been destroyed, delisted, decimated, leafly, a pretty close comp to Weedmaps was delisted in January of 25, Tilray also down 95%, MSOS ETF, you know, the multi-state operators down over 80%.

So sector-wide carnage is a big element of that decline. I'm not saying there aren't idiosyncratic reasons for Weedmap's deterioration. We can talk about some of that. You know, the company-specific factors are a compounding element. So, okay, $1.5 billion valuation. They clearly had growth baked in and a view that there would be growth for they being market participants at the time. For full disclosure, I did not take a stake in this company until February of 2024, sub $1 per share. So I have not borne that pain myself that some early investors have, and I can empathize with them.

But the company's deteriorated from an operating perspective somewhat, and it has not lived up to expectations. Revenue had peaked around $210 million, and now it's around approximately $175 million because mature markets, California represents a majority of their revenue, Michigan and Oklahoma, states in maturity for cannabis have generally experienced pricing compression and operator consolidation. you need to think about from the vantage point of these, who is their customer? Their customer is a licensed cannabis dispensary. So those businesses face this onerous tax burden under 280E because cannabis is still a Schedule I drug under federal law. It's illegal under federal law, even though it's legal in a majority of the states. I've bought it legally in many states myself personally, or at least under state law legally, but it's still a federal crime. And being a Schedule I drug, 280E is a very punitive tax burden. So operators cannot deduct

ordinary business expenses, their marketing expenses, their regular OPEX is not deductible. So their effective tax rates are, instead of the 21 corporate plus whatever state, you're talking about a 70 plus percent punitive effective tax rate. So it consumes a large portion of their gross profits. It depresses their marketing budgets, and that directly impacts what dispensaries have available to spend on weed maps. A few other things. NASDAQ deficiency notice was received on February 4th. They filed the 8K. So that creates a mechanical selling pressure. You have active funds that may have listing quality requirements that are automatically liquidating with no consideration for intrinsic value. And of course, the fourth quarter earnings

release in March, the 10K filing came out the same day as the earnings on March 12th. That was very much a kitchen sink quarter in my view. You had a $7.1 million goodwill impairment. You had a $2.8 million settlement class action agreement in principle that they booked the charge for, even though the event occurred after the period closed under accounting rules, they take the charge in 4Q. And then there was a 4.4 million credit loss provision in addition to a substantial accounts receivable bill. So there are some non-recurring charges that obscure their underlying earnings power, I think, because that 97% decline, it looks magnificent in the negative sense. But when you actually strip that all away and you look at what is this business, you have a

company with $62.4 million in cash on its balance sheet. If you look at the class A common stock and the class V units, you need to consider those and you're fully kind of diluted. You get to about 159 million units. I exclude the warrants altogether. They have an 1150 strike. This stock is so far, those are so far out of the money and they expire in June under no reasonable circumstance do I see those being dilutive instruments. So 159, you divide the 62.4 million cash. We're just shy of 40 cents per share of cash. We're trading at 65-ish cents right now. So 25 cents for the operating business, no debt. Yeah, there was operating leases, but you can't burden both the operating line and the balance sheet. You got to put it in one place

and let's leave it in the income statement. They're paying those lease expenses. Let's not consider that debt, right? Depending on how your accounting view works. 40 million, 39.8, but 40 million in adjusted EBITDA. You've got gross margins. This is a software platform business. And then 5,200 paying cannabis dispensary clients. So it's not that the enterprise is impaired. I think that it's the stock price that's impaired. Okay. And we're going to get more into some of the, uh, catalysts as well as the, uh, I guess, discussion around what's happening with the stock in a sec, but let's talk about the business. Most people are listening to the show. I'm guessing have no idea what they do. So what exactly is the business and how do they make money?

I don't know, Brian, I, that might be a little naive to say no one's, you know, used weed maps uh in order to locate their dispensary uh to fulfill their you know consumer needs but look it's it's essentially the yelp of cannabis it's a two-sided marketplace and from a consumer discovery lens they are the dominant marketplace they were founded in 08 so they do have a first mover advantage in this space you know we're at this point going on what 18, this is their 18th year. Network effects, I know you guys have talked about those. And from a competitive advantage lens, that is clearly an area of strength for them. They have an early mover advantage and they are the largest. They supply, depending on your denominator

of dispensaries, licensed dispensaries, we're pushing upwards of 40% of licensed dispensaries nationwide. So they are the largest player in that space. Consumers go where the dispensaries are listed, and the dispensaries are going to therefore list where the consumers search. So revenue is going to come through from three streams there. You've got SaaS subscriptions, Weedmaps for business. So these dispensaries get listing management, compliance tools, point of sale integration, analytics. Advertising is the biggest bucket. So featured listings, deal promotions, banner ads, the dispensaries are paying to get that visibility on the marketplace. And then third, we've got some ordering in e-commerce. So WM orders, facilitating online

ordering through the platform, driving transaction volume. And it's important here, getting back to the early part of the conversation, this is still federally illegal. It is still a Schedule 1 drug with no known medical use. So critically, mainstream tech platforms won't fully serve this vertical at present. Google restricts cannabis advertising. Apple restricts cannabis apps, payment processors, block cannabis transactions. If you've ever, as a consumer, wanted to go in and use your credit card, it's not as simple as that. You might need to go use their ATM to withdraw cash, or they might have some ACH transaction structure to get around the limitations in banking. So it forces dispensaries into cannabis-specific platforms. It is therefore

kind of a niche and they are the dominant player in this niche. Federal illegality is actually the moat in this case because it keeps the big players out of the marketplace. I was about to ask if it was federally legalized, is that going, would you see that as something that's going to really hurt the business? It's a real question. And then the question becomes two-sided. How much does the TAM expand if you get a de-scheduling event? So there was reporting just, what is today, 23rd. It was, I think, March 5th in a marijuana moment. So this is the same publication that had essentially in advance reported on the December 2025 rescheduling executive order from President Trump. This current reporting is that he is considering announcing this summer a de-scheduling

commission that would investigate moving it from not just the rescheduling element from one to three, which would eliminate that onerous tax element, the 280E element, but altogether investigating and reporting back within 180 days on descheduling. So you're right. It would definitely widen the risks from competitors stepping in. They obviously have the early advantage. And there is a disparate, like, each state has different compliance rules in terms of what is and isn't permissible. So when you have a niche like that, it does become, you know, how can we get involved with it, you know, across the entire operating landscape without having to incur undue upfront costs as we try to then disintermediate the incumbent? I think it's hard to know precisely if federal de-scheduling would be a net negative or net

positive, but it really, to me, depends on is your view that the network effect that they've built is substantial enough to withstand some of that incremental competition and how large does the market become? Is there enough room with the network effects being what they are? Will it be that we don't need to go to Weedmaps anymore at all. And that's a possible risk. One more question before we get into sort of your conversations with the board and other aspects of the thesis. What has growth looked like for Weedmaps? It hasn't. You've got year over year on the top line, pretty flat. If you were to look at the you know from an operating metric perspective i think there's two key ones so the number of

dispensaries and then the average revenue the arpu for these dispensaries and they've been pretty flattish so my view is actually that we are in a trough when it comes to the kind of operating landscape given the executive order that i mentioned that is a unknown timing but it seems to me a it's not a matter of if it will be rescheduled but when secondarily like on the forward look because again we can all look at the trailing financials we can all see what reality is this is not look like a growth business when you look at the trailing operating performance but you have to look forward the hemp ban the federal hemp ban if you guys uh have ever gone into a gas station or wherever and seen the Delta 8 gummies or Delta 9, you know, kind of alternative hemp

derived products, that is a substantial multi tens of billion market. And that opened up in 2018 as a result of the farm bill. It was, you know, some people perceived it as a loophole, depending on your viewpoint, but nonetheless, that hemp loophole has been closed in the bill that was passed to reopen the government in November of 2025. So effective November 12th, 2026, that federal hemp ban is reinstated. So I see that as an anti-headwind that essentially will push consumers who would have been substituting licensed cannabis dispensary products with hemp products back into the licensed cannabis dispensary intake.

So I have that sized as a benefit to the company going forward. And then there are state level legislative moves that are beneficial to the company. A big one that, frankly, I don't see people sizing. I had a conversation, as a matter of fact, on Friday with a sell side analyst that covers the company. And when I asked him about it, he hadn't sized it and he wasn't going to publish research update because from a career risk perspective, he's not hearing interest from institutions. And what's in it for me, right? Why am I going to publish research on this micro cap that no one's really interested in and go out on a limb? I'm not. And I get that. I respect that.

The incentives aren't there for him. For me as a shareholder, I want to put that view out there. I'm still waiting on the governor of Virginia to sign the bills into law that the General Assembly, House, and Senate passed on March 13th and 14th. But let me kind of walk you through why I see that as beneficial. And again, to your question, Ryan, it doesn't look like a great growth story on a trailing lens, but we have to consider the operative realities at hand here. So when you have a state of Virginia, you know, a roughly top 10, you know, at the bottom 10 state sizing, we're talking about, I think it's about 9 million residents in the state of Virginia that passes an adult use cannabis bill on March 14th, pending the governor's signature. She has until April 13th to sign this thing. She campaigned, Governor Spanberger campaigned on signing it.

So I don't see why she wouldn't either sign it or if she has any amendment proposals, that's a possibility. But the bill itself is substantial. So it authorizes up to 350 licensees through January 2028. Now, after January of 2028, the Cannabis Control Authority, the CCA in Virginia would have the ability to expand the number of licensees issued. But when you think about it for Weedmaps, one way you could size the opportunity would be, okay, give them their penetration rate at the national level, that roughly 40%, that they get new licensed businesses. You just layer on top the average revenue per user. You can look and see in the Virginia bill that the advertising restrictions are substantial. So, for example, you can't have outdoor billboard displays. There's some limitations on that there can't really be direct pricing displayed by the dispensaries. So it's very in line with Weedmap's directory-oriented business model where it essentially becomes the cleanest means for a licensed dispensary to get its products out in front of the consumers using that two-sided marketplace that they have.

So the way I see it is, okay, you can't just look at the company's actual margins. You have to think about it from an incremental. You guys are platform investors who know when you have a very substantial amount of your fixed costs that are already covered. This is an incremental. We need to look at cost of revs, cost of sales and marketing. So I have incremental EBITDA margins on this in the mid 70s to mid 80s you know think about a baseline in the high 70s so layer you know call it high 70s incremental EBITDA margin on a and I've only sized it going out to say year five I've sized it using there's a department of planning and budget in the state of Virginia the DPB as well as the legislative sponsors have you know there's two ranges right DPB on the low end

saying what we think the tax receipts will be. And DPB only sized the 2025 bill. So this new bill is substantially larger. So it's inherently conservative using the prior bill sizing. When you look at the midpoint value, for example, using a low-end bracketing of comparable SaaS platforms as your exit multiple on that incremental EBITDA and a modest discount rate just on the year five terminal value of Virginia alone, I come to a midpoint that's close to the current market cap. And that already fails to include the 40 cents-ish per share of cash on the books. You research your investments, you analyze markets, you manage risk, but did you research your broker? In 2025, IBKR clients outperformed the S&P 500. Retail clients averaged 19.2%,

while hedge fund clients averaged 28.91% compared to the index's 17.9%. IBKR's lower trading costs, competitive rates, efficient execution, and access to more than 160 global markets helps investors keep more of what they earn and put more capital to work. Over time, the brokerage you choose makes a difference. If you care about performance, find out why the best informed investors. Choose Interactive Brokers at IBKR.com slash 2025. Interactive Brokers is a member of SIPC. Okay, let's talk more into your thesis. We'll have a link in the show notes to the detailed sub-stack write-up, which is completely free. People can go check that out. What about a potential acquisition? Who could potentially acquire them? What do you see here? What are

the avenues? Is it private equity? Is it like a leverage or some sort of buyout firm? Or is it some other player in the space what are your thoughts here what do you think could work out and be of help to shareholders so look we we have to look at what's actually transpired and you can read all the filings you can read all of the news december 17th the co-founders group made an offer to buy the company if the shares they don't already own at the time they owned roughly one-third, just shy of one-third, but for simple math, call it one-third of the company. And they made an offer for the rest of the company they didn't own at $1.70. And in that initial offer that was non-binding, they noted that they had had conversations with financing partners and

they expected to get to a closed deal within three to four weeks. What happened 27 days later, The DEA judge that was essentially overseeing, if you recall, the Biden administration had begun moving the ball forward on rescheduling. And the DEA judge overseeing that process issued an order that essentially froze rescheduling in stasis. So Judge Moll, I can't think of his full name right now, but you can at your own time look him up, see what he did on January 13th, essentially eliminated the sense of urgency because my view is that rescheduling is accretive to the business. The 10K discusses how they perceive it, and there are some puts and takes. However, when you offer $1.70 per share for the shares you don't already own, presumably you see an opportunity for a substantial return on that investment to take the company back private. You're not doing it as a goodwill gesture.

You might want people to perceive it that way because you might position it as a large premium to a depressed share price. But I tend to think that the co-founders are interested in making money. So after that initial offer was made in December, that event happened in January. Go forward another few months. We remember last April with Liberation Day, credit spreads went to the moon. My view is that net of those two events, the sense of urgency or even the capacity to finance was eliminated by then. However, they waited until the day before the annual meeting, June 23rd, to formally withdraw the offer with an express reservation to return.

And that's an important piece here, because it's not that they said we're not ever going to come back to the table. They said one day before the shareholder meeting that we are going to, for now, table it and we may come back. so my perspective was informed by the trump executive order in december of 2025 to me that was the starting gun of this slew of governance events that have happened year to date 2026 so december 18th fast forward five or six weeks you get to late january early february and you get This beginning of a cluster of events that, taken in isolation, perhaps you can make a credible argument that this is just standard housekeeping. I have, as you alluded to, written the board a few times.

It was pure coincidence. I want to be clear. It was purely coincidental. My first letter was dated, and it was just an email. I didn't initially send that via certified mail, although it was sent subsequently via certified mail as an attachment, as an exhibit, because I had seen the executive order. I had been a shareholder. I wanted the company to have, based on my understanding of accounting rules, incremental disclosures around what his language is for directing the attorney general to,

in the most expeditious way possible, and the 10K now includes some of that language, reschedule marijuana. I wanted them to include 10K disclosure so that other market participants could appreciate the benefits of what President Trump's executive order would mean for the business. Coincidentally, within a few days, there was an 8K filing in early February, February 3rd, that indicated they had made the CFO permanent, which is one deal prep potential item. Second, that they'd added two independent directors to the board, which they'd already indicated they would have a special committee comprised of independent directors in that first go-around. So I saw those events happen, and that read to me like we also saw the Trump executive order,

and we now see this as our signal to begin this process again or start the process back up again. It's not a cold start per se. I cannot say with certitude without seeing the board minutes, but at least from the public filing side of things, it appears that the process was never fully shelved. It was paused. So you saw that happen on the governance side with the CFO made permanent, two independent directors added. Two days later, you get on the 5th, the 8K filing indicating they received the deficiency notice on February 4th. Okay. Go forward just a few more days from that, on February 12th, and this was not communicated by the company, but it was part of the public docket, the class action lawsuit that they had, they reached a preliminary agreement

in principle to settle that. So that would be a significant contingent liability that might prevent clean financing or a deal to be consummated. So it would make sense that if you were looking to return to the table, you would want to clear that off of the books in advance. And of course, it helped to further depress the fourth quarter net line for earnings. So those events transpired throughout February. I sent my correspondence, a few pieces of correspondence as these events continued. I wanted to protect my rights as a minority shareholder of this Delaware corporation. And then we got a third independent director added on March 3rd, excuse me, March 5th. The 8K was filed on March 10th, just a few days before the fourth quarter

was reported and the 10K came out on March 12th. So there were a lot of events that read to me like in conjunction with the public reporting about rescheduling, you know, we want to act. And I would add that the company has to file its definitive 14, its DEF 14A, its proxy statement by the end of April. So, from the research I've done, management buyouts modally occur in the second quarter during the information asymmetric period in which, especially after a kitchen-sinked fourth quarter, there is an opportunity to utilize a depressed and information asymmetric environment to potentially come back to the table. I have no insight into whether there's an active negotiation at all, or if one will come to fruition. I can simply assess what I've seen in the public record and reach my conclusion and take the steps that I've taken as a minority shareholder to put things into the record that I believe are important to ensure that a fair process is followed for the

benefit of all shareholders let's talk about some other things that you've written about some other things the company may or may not be optimizing on their own balance sheet you have the tra liability which is a tax receivable agreement maybe talk through the details of that why that's important for the potential developments of the company and what i'd say is maybe i'll say it for you clear mismanagement of the treasury and just not sacrificing free net interest income that you can get with that pile of cash. Yeah, look, the tax receivable agreement is a serious dampening effect on this company's kind of ability, or you think about how I want to phrase this. The 10K, for example, you can look at the 10K and it discloses that a change of control

would accelerate the tax receivable agreement. So there would then be a lump sum payment of up to approximately $138.9 million, which that's more than the current market cap, right? So we're not talking an immaterial sum, and that would be payable to the co-founders as the TRA beneficiaries. So any third-party acquirer, think if a DoorDash wanted to acquire Weedmaps as a means to get scaled entry into this in advance of rescheduling or what have you. That would have to be paid in full, and that benefit would solely be paid to the co-founders, the TRA beneficiaries. So whether the co-founders are the buyer or the seller, they get that incremental benefit either way. They, in their own proposal letter from that initial December 24 offer, had said that the

liability exceeds $100 million and that they would vote against any outside offer. So if there were any sort of go-shop process that the special committee were to conduct against that structural bid deterrent, where a competing bidder would essentially be paying nearly $1 per share more than they'd otherwise, that the co-founders, in order to deliver the same per share price, in my view, that would not be any meaningful evidence that the market was tested. It's a structural asymmetry that should inform how any fairness analysis evaluates the deal price. And then on the treasury mismanagement thread that you pulled. So I had, after I sent my second letter to the board on February 9th, after I had seen the

two 8K filings that happened to come right after I sent my first letter at the end of January pertaining to what I had hoped to see that I didn't see in the 10K pertaining to disclosure around the effects of rescheduling. I went through and I did a forensic audit of the company's balance sheet and income statements and all of the financial statements. And what I concluded was that I documented approximately $3.9 million in cumulative interest income forfeiture. So right, Interest rates, of course, we all remember were on the floor in 2021. At the end of 22, they started to go to the moon, so to speak, or at least relatively speaking. And the company held tens of millions of dollars in cash throughout that period when the Fed funds rate was above 5%. So they could have simply used a treasury bill ladder, a money market fund, anything. And instead, if you look in 2023, I believe it was about 10 basis points of yield. In 2024, I think it was like 90 basis points of yield on, again, substantial cash balances. And the cumulative sum was actually in excess of the full year 2025 net income.

So we're not talking an immaterial sum of forsaken interest income. And I transmitted that analysis to the board and the audit committee in February. They filed the 10K in March with no disclosure addressing it and no substantive response to my concerns. what is the what is the point so it sounds like they've just got it in some low yielding bank account or whatever what's the point of them not collecting the interest is there like a rationale from their side they just need they think they need the cash or i i you know i i did i think in the letter asked to try and understand if there was a minimum liquidity consideration i I never received any response to my request.

I don't think there's a disclosed why they see a need to carry such a substantial. I could speculate. Let me be clear. This is a speculation. But in my speculative view, that cash on the balance sheet can serve a prospective acquirer to minimize the amount of cash that they need from an external financing perspective. So should there be a renewed effort to take the company private, that 60 plus million, a substantial portion, right? This is a platform business that doesn't have massive CapEx needs. They could utilize a portion of that to reduce the amount of debt they need to raise to conduct a management buyout. Okay, we've talked a little bit about your conversations with the board so far. Is there anything we haven't discussed? Maybe go through, give us sort of a timeline of everything that you've talked about with the board and any extra thoughts there?

Well, it's been a one-sided conversation. I have sent, as of our recording date, four letters with at least three substantial requests, and there's been no engagement from the board pertaining to any of those. And what percentage of the outstanding shares do you own right now? Just for reference, you're not. So I disclaimed that I beneficially own well in excess of $2 million. Now, remember, there is a Class A and a Class V. So the Class A from the lens of the Class V that the founders own, co-founders own, has voting rights, but no economic rights, but is exchangeable into Class A. So it's functionally like they could. But remember, if there's any renewed transaction, it would be a majority of the minority would be the hurdle that they would need to clear from a voting perspective. So that reduces the actual denominator, right? The denominator of all of Class A would be reduced by interested parties' ownership. So the math does become different when you think about my numerator being enlarged against that reduced denominator on a percent basis. So, I mean, look, I want to be clear. I'm not trying to block anything. I'm trying to build a better process for protect my minority shareholder rights and ensure that should there be a renewed bid or deal or offer or whatever, that I've raised the clearing price in a way that makes some opportunistic action perhaps less difficult.

desirable than it might have been in the absence of my actions. Yeah, let's talk risk to the business aside from, well, I guess we already kind of talked about potentially federal legalization and how you view that. Are there any other big risks to the business that you see? Look, I mean, if there's no take private, if there's a continued revenue decline, if rescheduling is permanently stalled, if they opt to delist entirely from NASDAQ with no cure, or if they opt to cure through what is typically a value-destructive means of a reverse split, I did bring to the board's attention an alternative cure would be an issuer tender

at an appropriate price level. I bracketed the founder's offer with my proposed remedy, which was a modified Dutch auction between $1.60 and $1.80 per share. Any issuer action of that nature in excess of the $1 bid deficiency should be a reasonable cure. That would also be accretive to all shareholders, right? If you're buying, let's use $1.20 as an example, just for, as an example, we have roughly 40 cents per share, just shy of 40 cents per share. So that means the operating business at that point is 80 cents times for simple math, we'll say 160, it's 159, but let's call it 160. So that implies a 128 million enterprise value on just about 40 millions. We're talking about 3.2-ish EV to EBITDA is the multiple that they would be repurchasing

stock at in that scenario that would cure the bid deficiency and also return what appears to me to be substantial excess cash to shareholders so there are you know it could absolutely go wrong generally speaking uh as far as i've come to research the founders have substantial co-founders have substantial portions of their investable assets in the company so i i can't see why it would be rational to nuke things altogether um but look there there could be a credit market seizure, for example. There's obviously been a lot of issues going on in Iran and credit spreads have widened over the last month and a half with all the kind of private credit noise too permeating the market. So that could prevent any LBO or MBO financing. We talked earlier about a

full-on descheduling that could happen. It doesn't seem like it'll happen anytime imminently, but if there were a full de-scheduling and then Google ate their lunch and Weedmaps wasn't able to defensively establish, you know, their competitive advantages in this new landscape that could be downside. But I look, I just look at the enacted law, the hemp ban, the Virginia catalyst that again, just pending the governor's signature. And that goes into effect January 1, 27 in terms of adult use legal sales in the state. I see probability weighted value north of 250 at this point, even before taking into account the Virginia Catalyst. So we'll have 1Q earnings that come and normalize post the 4Q kitchen sink,

and the stock may recover on its own merits. I can't say what the future will be, But what I can say is the future, to me, looks far less bleak than what the current share price implies. Okay, let's go through. It's an interesting situation. There's a lot of things that can happen, given what the board or the management team decides to do, given what happens with the actual business legalization. What are some scenarios you have in your head or that you've been looking at analyzing business that would cause the stock to, quote unquote, work? I mean, you've outlined an intrinsic value in the $2 to $3 range. We can get into that math as well, maybe after.

But what do you think, generally, like, okay, this happens and the stock starts working, and what are the probabilities there? I don't know. How are you looking at that as someone who kind of is a deep value, net-net guy? Take us through that. Look, I mean, I kind of, I think, said that just before, but just to be clear, what would make it work would be a take private at fair value, a price reflective of the cash balance and normalized earnings power, the enacted Virginia catalyst and the probability weighted regulatory upsides. and that's where i see fair value north of 250 um you know even excluding virginia i see it north of 250 and that had that virginia event had happened the the 13th is when i published my uh one day less than 24 hours after the 10k came out i published my initial valuation view

and that once i had the 10k data and i was able to really give a you know what is with the freshest data and that's inclusive like these are again you don't look at a business on a non-normalized earnings basis you shouldn't at least you shouldn't consider you know a one-time goodwill impairment or for example they took a two plus million dollar amazon web services charge that they explicitly note is because of their efficiency that they weren't going to utilize full committed amounts so because you're going to be more efficient operators in the future you had to take a charge. So yes, you took a hit to your trailing earnings, but on a forward basis, you should actually be performing better. So you have to look forward and look at the reality of

rescheduling completion. That's going to eliminate 280E and drive some organic re-rating. I think once Virginia's governor signs, you get visible new market revenue growth. And the hemp ban, as I noted, goes into effect in November. So as we draw closer to that and people begin to realize that, oh, you're going to force some spending back into the licensed dispensary channels. I think those items could all help the stock recover. First quarter earnings being normalized post kitchen sink. And of course, if the company uses a shareholder accretive mechanism to cure the deficiency, that as well. We haven't hit on this too much, but the actual cannabis market has gone through a huge boom and bust. There was the boom and maybe

we could call that 2017 to 2021, something like that. And we've seen it just many, many years now of oversupply, price decreases, dispensaries going out of business. And there's been just a supply, maybe an oversupply that's just been contracting. Do you think we're at a point where, and this has shown up in WeMap's financials, do you think we're at a point where we might be at the trough? You mentioned at the beginning, but maybe any details on that, any evidence that, all right, well, why not? Why is that going to happen this year and not 2027, 2028, 2029? I think it's the regulatory environment. And that's where the question mark to me is not a matter of if there's a regulatory environmental change that is that validates what you just said. that is also my view that we are at an operating trough. It's not an if to me, you know, look, the president is very famously fickle. However, it does seem that there's been consistency pertaining

to federal legalization or minimum de-scheduling or sorry, rescheduling. His executive order implies that it may not come this quarter. It may not come next quarter. But when you look out over a business is not valued over quarters or shouldn't be it's valued over years and when you look out over an operating environment that should reflect those operative realities net of the hemp ban 280e being removed from its client base you know look it's still a pretty steady eddy like if you actually look at the last uh i'm looking at their latest investor deck for example just to have the images cleanly in front of me and between 1q24 and 4q25 their average monthly paying client mix has ranged from about 4,900 to about 5,200 and change. So we're not talking about

massive swings in mix. You mentioned, you know, some dispensaries are obviously going out of business. Some dispensaries are coming into business. The new states coming online do does provide a pipeline that's obviously fed into that, that alleviates some of the competitive pressures in states like california michigan where you know race to the bottom pricing coupled with the onerous tax treatment has made it tough for dispensaries to do well so they did make some changes to their kind of product orientation that lowered arpu or monthly rev per paying client but even so that number has stayed it's shy of 3 000 but it's in the high uh it's in the 2800 range for full year 25 so you know it's not as um it doesn't look like a business to me that's

failing it looks like a business to me that's been a that's that's it may be the last man standing if you will when you think about leafly being delisted you look at their actual balance sheet you know this but for last quarter which you look at the account receivables build there was a big question mark that I had there. But for last quarter, where there was a slight cash quarter over quarter decline, they had had cash billed for almost three years straight. So it's not as if this is a business that consumes cash. I don't see a reason why. If we go back to 1Q24, they ended 1Q24 with 36 million. They ended 4Q25 with 62 million, nearly double. I expect that as we move through 2026, they'll continue to build cash. The question then becomes, what do they do with it?

And to date, the governance has left a lot to be desired. But I get back to, we can see what they made an offer. They reserved the right to return. These governance actions have all occurred in the preceding months. And there does appear to be a window of opportunity that there may be a very depressed base to bid against. And I would just simply reiterate that fair market value is the hurdle that needs to be cleared, not a premium to a depressed price. Across Canada in a Volvo. Destination Vancouver. Turn left to leave. Travel west through Approaching

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That's a good way to put it. And let me even put the valuation in a different light. I know there's some accounting stuff that can change this slightly. But even if we exclude the cash on the balance sheet, if we look at our friends at Fiscal.ai, this is a good way to highlight our advertising partner here. Use our link, fiscal.ai slash chitchat. They even have all the financial analysis you'd need for small companies,

such as Weedmaps. Thousands and thousands of businesses listed on there. Their price to gross profit. So this isn't sales. And yeah, it's a high margin gross profit business. but their price to gross profit is well below one over the last 12 months. And yeah, the operating earnings don't look great, but as Rob mentioned, there could be some opportunity here where the forward-looking operating earnings are significantly higher.

So you look at that, I mean, that's kind of the top-line metric we like to look at for businesses, especially for a company that might be, you know, the trailing earnings might not be that great. I mean, sub one times price to gross profit, maybe even sub 0.5 times, depending on how you define it, that that is quite uh a discount in multiple if they can get their act together and generate positive gap operating income positive gap evita stuff like that and i will hire once again fiscal.ai slash chit chat go check them out uh in the show notes it's less than one times it's less than one times trailing ev to evita not even just first profit we're talking less than one time so so right now the enterprise value i'm referring to the adjusted ebitda that

they put in their own bridge i'm not making a number up i mean we could we could say that's a made-up number but let's use the adjusted ebitda that they report of 39.8 million so as of right now i see 63 cent spot so 63 times 159 gets you to 100 now let's back out the 62.4 million cash that gets you to you know 38 well they're at 39.8 for trailing EBITDA so right there you're below one that is not common to see a dominant SaaS marketplace trading at less than one times EV to EBITDA and there are certainly some reasons some idiosyncratic and some sectoral for the depressed view. But I don't believe personally that that's an indication of fair market value. I think that's more of an indication of there are simply not people interested in

buying the stock today for certain. The deficiency notice prevents a lot of institutions from being able to participate. I even know that, as brought to my attention, multiple retail brokerages are not allowing investors to buy this security because of it trading with a deficiency notice being a low price security at least merrill um i included a screenshot of that in my latest post and i know it was made aware tasty trade as well as was at some point at least preventing purchases so you know just because people cannot buy the stock does not mean it's a fair price yeah i imagine way to put it or ryan go ahead i was gonna say i imagine especially as the price comes down more and more you see a lot of indiscriminate selling just totally ignoring

any sort of valuation work or like you said the inability to buy for certain people let's maybe wrap up with this question unless you have anything else on your mind that you want to talk about, but what do you think investors are most missing about Weedmaps or WM Tech, the stock right now? So I'll answer the first part and then I'll get to your question because when you look at it from the outside view, you don't do any work on the governance signals that I mentioned. You just look at the trailing financial statements on their face. You don't look at normalized earnings. I can entirely appreciate why mechanically. I've been observing this. Robinhood does provide this data on a day-to-day basis, and I don't know precisely

how accurate it is, but I'm going to go to my Robinhood screen here just so I can make sure I'm at least accurately conveying what I see. And what I'm getting at is this looks like an interesting short from a mechanical lens. I could see why, for example, go back to February, we get the deficiency notice so february 3rd the last day before the notice became public robin hood has 2.589 million shares short a little under three percent over the ensuing few weeks we did have the sass apocalypse catastrophe insert whatever name here so some of that was sectoral and some of that was idiosyncratic from the deficiency but in just one week's time from the third to the 10th we went from 2.589 to 3.586 so an incremental million shares shorted in that period fast

forward all the way to the latest data it that i see or rather let me go to the day before the 10k you had 3.926 so a little over four percent of shares out uh of the float excuse me short and then of course the 10k hits mechanically speaking i can see why you see a loss in the fourth quarter you see cash declining quarter over quarter now the latest data through march 20th is 4.351 million nearing four and a half percent of the float as robinhood calculated short there's also no borrow at least at robinhood so it doesn't cost you anything to short this thing even though you know we as we discussed it's on a fundamental basis trading below one times ev to ebitda it doesn't cost anything to short it's a deficient stock it is a sass i think it is getting just

indiscriminately, mechanically shorted to some extent. Okay, that's fine. That was a curiosity with GameStop that I don't think will ever be repeated, where short interest was more than 100% of the float. But nonetheless, it's something worth paying attention to, because also it does affect the majority of the minority math. Because remember, if you're lending out your shares, you cannot vote those shares. So it actually further reduces that denominator. And therefore, For people who are voting, it will increase the effect of their vote. So getting back to your question, what are people missing? Virginia.

As I mentioned, sell side's not modeling it, not updating their models. I just have not seen anyone else actually do what I've gone through and size it. And if you go, just think that you have one of the largest states in the country that is bordered by multiple states who do not have legal adult use that is now going to have an adult use cannabis framework effective january 21 retail sales start 350 retail licenses no local opt-out bear that in mind it's not as though in certain states like california and new york there's been reductions because localities can opt out that is not allowed in the state of virginia so on a conservative basis virginia plus balance sheet cash exceeds the current market price

it and and when i say conservative i mean using the prior bill that is smaller and using the most conservative swags um i'm not trying to uh be heroic in my sizing of virginia uh it is a it is a wide range. But nonetheless, I converge using the methodologies around a material sizing for that state as an incremental benefit to the company. So before you assign any value to their existing $175 million revenue platform, $5,200-ish paying clients, rescheduling, hemp ban, or anything else, cash plus Virginia gets you there to the current price, beyond the price. There's one, I think there are two, but the sell-side analyst covering the stock, Casey Ryan at West Park Capital, he has a 261 price target. The stock's at 63 cents spot. It's a 300%

gap plus between the only fundamental analyst's assessment of the market price. And I don't put a lot of credence on sell-side research. I 100% independently came up with my valuation. I saw his price target after I had done it. And I just found it interesting that independently, we were in the same ballpark. And when I see that gap, I see the legislative catalysts that no one's sizing. I see the governance pattern that the academic literature would recognize immediately. And I'm waiting on the governor's signature to publish some incremental research. That's why I've been adding to my position aggressively over the last few months. I've continued to add during the post 10K sell-off

that other holders are fleeing or short sellers are entering. And every single dollar of the analysis I've published is backed by my own capital. Okay, thank you, Rod, for joining the show once again. Before we get out of here and hit the disclosure, tell listeners where they can find more of your work, read your detailed analysis and all that good stuff.

I know it's super creative. I'm on Twitter. I still call it that. I'll keep calling it that. Even though the platform has deteriorated, it has network effects, baby. I can't dispute that reality. They are very strong. Network effects are a real thing. Rod Alsman, at Rod Alsman is my handle there. Substack, rodalsman.substack.com. I have written up this company multiple times. All of my correspondence to the board is there, and you are welcome to download it and disagree with it. Happy to hear any feedback pertaining to the analysis. Look, I'm not doing this because I'm trying to pump the security. I have a view that the security is extraordinarily mispriced. I think that the math supports that view.

I think that the operative realities the company is facing support that view. their, you know, we'll see what happens. It might get spicy here in short order. Yes, we will see. If anyone wants to read more, I'll have a direct link to the latest Substack post in the show notes. But as a disclosure, we are not financial advisors. Anything we say on the show is not formal advice or recommendation. Ryan, I or any podcast guests may hold securities discussed in this podcast, may have held them in the past and may buy, sell or hold them in the future. Thank you once again, Rod, for joining the show. Thank you to the listeners. Thank you to our sponsors, Interactive Brokers, Fiscal AI, and more. And we'll see everyone next time.

Don't you wish you could just hit skip on the worst parts of your life? You know, the same way you can skip an ad. I get it. I'm Siyaya and I live in Ice Cove. I've made some questionable decisions that didn't end up the way I planned. And today I'm still figuring it out. Somehow things usually get worse before they get better. Apparently, that's how I roll.

So bundle up and come along for the bumpy ride. Stream a new episode of North of North Tuesdays on CBC Gem.