plnh20250607c

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2025

PLANET 13 HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada		000-56374		83-2787199
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

2548 West Desert Inn Road, Suite 100 Las Vegas, Nevada		89109
(Address of principal executive offices)		(Zip Code)

(702) 815-1313

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

The annual general meeting (“Meeting”) of stockholders of Planet 13 Holdings Inc. (the “Company”) was held on Tuesday, June 10, 2025.

Proxies for the Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. At the Meeting, the Company’s stockholders voted on three proposals. The proposals are described in detail in the Company’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 23, 2025 (the “Proxy Statement”).

A brief description and the final vote results for the proposals follow.

(1) To elect five directors for the ensuing year to hold office until the close of business of the next annual meeting of stockholders or until their successors are elected or appointed.

Nominee	For	Withheld	Broker Non-Votes
Robert Groesbeck	109,216,815	39,658,363	67,008,228
Larry Scheffler	139,525,381	9,349,797	67,008,228
Adrienne O'Neal	140,130,507	8,744,671	67,008,228
Kevin Martin	133,500,041	15,375,137	67,008,228
David Loop	142,456,378	6,418,800	67,008,228

As a result, each nominee was elected to serve as a director on the Company’s board of directors for a term expiring at the next annual meeting of stockholders or until his or her successor is elected or appointed.

(2) To approve the amendment to Planet 13 Holdings Inc's 2023 Equity Incentive Plan (the "Equity Incentive Plan") to increase the number of shares of common stock authorized for issuance thereunder from 22,000,000 to 32,000,000.

For	Against	Abstain
121,308,897	27,257,628	308,653

As a result, the Company has amended the Equity Incentive Plan.

(3) To ratify the appointment of Davidson & Company LLP as auditors of the Company for the fiscal year ending December 31, 2025.

For	Against	Abstain
198,318,302	16,960,568	604,536

As a result, the Company’s stockholders ratified the appointment of Davidson & Company LLP as auditors of the Company for the fiscal year ending December 31, 2025.

A copy of the press release dated June 11, 2025 regarding the results of the Meeting is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description

99.1		Press Release dated June 11, 2025
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Planet 13 Holdings Inc.

Date: June 11, 2025	By:	/s/ Robert Groesbeck
	Name	Robert Groesbeck
	Its:	Co-Chief Executive Officer

Date: June 11, 2025	By:	/s/ Larry Scheffler
	Name:	Larry Scheffler
	Its:	Co-Chief Executive Officer