Cannabis M&A Heats Up As FLUENT Offloads Texas Business In $30M Deal

FLUENT Corp. (CSE: FNT.U) (OTCQB: CNTMF) is selling its Texas operations to Legacy Therapeutics, LLC, for $30 million.

The sum includes $25 million upfront, Legacy agreed to pay at closing, and $5 million in deferred payments of $2.5 million each on the first and second anniversaries of the closing date, the company said on Monday. The Texas assets include cultivation, manufacturing, delivery, and retail operations.

Legacy is led by founder Randy J. Mire, a pharmacist doing business in the medical cannabis space in the southern parts of the U.S.

FLUENT’s move reflects its strategy to streamline its portfolio, reduce debt, and focus on core markets with stronger growth potential. It comes amid broader cannabis industry consolidation, as reflected in asset optimization and the navigation of regulatory and financial pressures.

The company said it will use the proceeds to settle a portion of its senior secured debt and for working capital and general corporate purposes.

“We are excited to see how Legacy, under Randy’s leadership, will leverage its deep pharmaceutical expertise and strong operational discipline to drive growth in the cannabis sector and expand the Texas market from our established base,” David E. Vautrin, interim chief executive officer of FLUENT, said.

Separately, Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) recently announced plans to acquire FLUENT in an all-stock deal, significantly expanding its footprint, particularly in Florida, by setting up a combined network of about 74 retail locations. Vireo sees the acquisition as a way to scale efficiently in a key, limited-license market, benefiting from FLUENT’s recent restructuring and improved financial position.

Headquartered in Tampa, FLUENT is a vertically integrated cannabis company with cultivation, manufacturing, and retail operations across Florida, New York, and Texas.

Texas Cannabis Market Size and Growth Signal Strong Long-Term Opportunity

While FLUENT is exiting Texas, the underlying cannabis and hemp economy in the state tells a very different story—one defined by scale, growth, and regulatory tension.

Texas has emerged as one of the largest cannabinoid markets in the U.S., driven primarily by hemp. The hemp-derived cannabinoid sector generates approximately $5.5 billion in annual revenue, with a total economic impact estimated at $10.3 billion statewide.

Retail alone accounts for $4.3 billion in sales, up from $3.3 billion in 2023, highlighting sustained demand growth. The broader industry supports more than 53,300 jobs, up from 50,100, with total wages reaching $2.1 billion, compared to $1.6 billion just two years prior.

Breaking it down further:

• Retail sector: $4.3B revenue, 41,359 jobs, $1.53B wages, $268M in sales tax revenue
• Manufacturing: $956M revenue, 7,981 jobs, $374M wages
• Wholesale: $309M revenue, 4,043 jobs, $190M wages

The market is also highly fragmented and active, with more than 8,500 hemp-related businesses and over 7,500 retail locations operating across the state.

Importantly, the economics are strong: 72% of businesses report profitability, while 93% are either profitable or breaking even, reinforcing the sector’s viability despite regulatory uncertainty.

Consumer demand is diversified across product categories, with:

• Edibles represent ~26% of sales
• Vapes at ~24%
• THCA flower at ~25%

At the same time, the regulated medical cannabis market is expanding from a much smaller base. Patient enrollment reached 135,470 by the end of 2025, growing nearly 32% year over year, supported by legislative changes under the Texas Compassionate Use Program.

Recent reforms increased the number of vertically integrated licenses from 3 to as many as 15, expanded qualifying conditions, and raised THC limits to 10 milligrams per dose and up to 1,000 milligrams per package, signaling a broader push toward accessibility.

Despite that progress, penetration remains extremely low. With a population of approximately 31 million people, fewer than 0.5% of Texans are enrolled in the medical program.

Structural bottlenecks remain as well, including a limited physician network—only about 800 registered doctors out of roughly 80,000 statewide—which continues to constrain patient onboarding.

Operational infrastructure, however, is scaling. Some operators are expanding facilities to more than 75,000 square feet, while others are building distribution networks across 11 regions, improving delivery times and reducing logistical costs.

The supply chain is also national in scope, with Texas operators sourcing products from all 50 states, typically relying on 3 to 4 states per business, underscoring the state’s integration into the broader U.S. cannabinoid economy.

At the same time, regulatory risk remains one of the most significant variables. Proposed legislation, including a potential ban on hemp-derived THC products, could result in:

• $7.5 billion in economic losses
• 40,201 jobs eliminated
• More than 6,300 businesses forced to close

This dynamic helps explain diverging strategies across the industry—why some companies are eager to prioritize capital efficiency, while others are entering or expanding to secure early positioning in what could become one of the most significant cannabis markets in the United States.

CNTMF Price Action

FLUENT’s shares traded 11.54% lower at $0.023 per share at the time of writing on Tuesday.