Kansas City, Missouri--(Newsfile Corp. - January 5, 2026) - S1 Enterprises, the parent company of the Illicit brand and affiliated cannabis operations in Missouri and New Jersey, has successfully closed on its sale to an Employee Stock Ownership Plan (ESOP), marking a major milestone for employee ownership in the regulated cannabis industry.

This transaction represents the largest ESOP completed in the cannabis sector to date, reflecting both the scale of the company and growing institutional confidence in best-in-class operators.This pioneering move not only solidifies the company's commitment to its workforce but also strategically addresses one of the cannabis industry's most significant financial hurdles: the federal tax burden imposed by Internal Revenue Code Section 280E.

The ESOP covers S1 Enterprises' Missouri and New Jersey operations which creates a long-term ownership pathway for its more than 500 employees, aligning the company's financial future with the people who helped build it from the ground up. The new ownership structure is designed to support meaningful retirement benefits for employees whilst preserving the company's culture, mission, and operational independence. "Transitioning to an ESOP is a deeply meaningful way to honor their dedication and ensure that the people who build this company every day are the ones who benefit most from its success. This is about securing our shared future and fostering an even stronger sense of purpose and teamwork," says Carolyn Richmond, Executive Vice President of S1 Enterprises.

The company will continue to operate under its existing leadership team, and customers can expect the same high-quality products and services they have come to rely upon. "The only change is that every team member now has a vested interest in the company's long-term stability and growth in which every employee's daily efforts directly contribute to the company's annual valuation and their own long-term wealth accumulation, at no out-of-pocket cost to them. They are no longer just employees; they are owners, and their success is tied directly to the company's profitability," says Adam Diltz, S1 Enterprises President.

By allowing for tax-exempt status as a 100% S Corporation-owned entity, the resulting significant increase in cash flow will be reinvested directly into business growth, innovation, and enhanced employee benefits. "We are transforming major industry pitfalls and regulatory challenges into a monumental opportunity. Instead of relying on an over-leveraged industry crippled by debt with cash flow issues choke-holding companies, we have created our own opportunity. By mitigating the crushing impact of 280E, we can invest in our people and operations like never before. Our employees have always been our greatest asset and the driving force behind our success," said Nate Ruby, CEO of S1 Enterprises.

The transaction was advised by Sharp Capital Advisors and Verit Advisors with legal guidance from Polsinelli, whose teams helped navigate the regulatory, financial, and structural complexities unique to cannabis ESOPs. The transaction was completed following a rigorous eight-month process, assuring compliance with the myriad of regulations governing both ESOP transactions and the cannabis industry.

"The Illicit ESOP, the first for Sharp Capital and its ESOP advisory partner, Verit, demonstrates the power of an ESOP as a vehicle for monetization in what remains a very "thin" market for cannabis exits. Because of Illicit's exceptional management team, best-in-class operations, industry-leading financial performance, and balance sheet strength, we were able to arrange a sizeable institutional financing package to fund a cash distribution to S1 shareholders at close, which we believe to be the first of its kind in the cannabis sector," said Steve Miles, CEO of Sharp.

S1 Enterprises operates a portfolio of cannabis product brands including Illicit and Space Cadet, as well as multiple retail operations including From The Earth Missouri, and continues to scale responsibly while prioritizing employee engagement, retention, and long-term value creation.

About S1 Enterprises

S1 Enterprises is a vertically integrated cannabis operator with established operations in Missouri and New Jersey. Through its portfolio of brands and retail storefronts, the company focuses on quality, consistency, and people-first growth strategies.

About Sharp Capital Advisors

Sharp Capital Advisors is a leading cannabis focused investment banking and advisory firm with a mission is to provide clients with best-in-class transaction advice and execution while adhering to the highest levels of integrity and honesty.

About Verit Advisors

Verit Advisors is a leading ESOP focused investment banking and advisory firm specializing in ESOP transactions.

FTEmo.com
IllicitBrand.com
SpaceCadetCo.com

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