Ayr Strategies Inc. entered into a letter of intent to acquire Garden State Dispensary for approximately $200 million on December 21, 2020. Ayr Strategies Inc. entered into a definitive agreement to acquire Garden State Dispensary for approximately $200 million on March 29, 2021. The consideration includes $41 million in cash, $30 million in stock and $30 million in the form of a promissory note. Ayr has also agreed to pay GSD Investors a deposit of $1.25 million within two days of signing the letter of intent, which shall be refundable under certain circumstances. Earn-outs based on exceeding revenue target thresholds in 2022 will be capped at a maximum of $96.75 million and payable in a combination of cash, promissory notes and exchangeable shares. In a related transaction, Ayr Strategies entered into agreement to acquire Liberty Health Sciences for $290 million. Garden State currently employs 110 people, all of whom are expected to be retained by Ayr. The acquisition is subject to final due diligence, a definitive agreement, customary closing conditions and regulatory approvals. The waiting period expired of the transaction on June 10, 2021. Transaction is expected to close no earlier than July 1, 2021. As of March 29, 2021, the transaction is expected to close in the third quarter of 2021. As of June 10, 2021 the transaction is expected to close in July.

Ayr Strategies Inc. completed the acquisition of Garden State Dispensary for approximately $190 million on September 15, 2021. As part of consideration, Ayr Strategies paid $41,860,310 cash, issued 1,511,334 shares, $29,490,630 in the form of a promissory note and Contingent Consideration of $89,561,000. The New Jersey Cannabis Regulatory Commission approved the acquisition during its meeting on September 14, 2021.