Rescheduling: What It Means for Cannabis License Transactions

On April 23, 2026, the DOJ and DEA issued an order that immediately places two categories of cannabis into Schedule III: (1) FDA‑approved marijuana products and (2) marijuana products regulated by a qualifying state medical marijuana license. At the same time, DOJ/DEA launched an expedited administrative hearing process beginning June 29, 2026 to consider broader rescheduling from Schedule I to Schedule III. For licensees, operators, and investors, this is not “federal legalization.” But it is one of the most consequential federal actions in decades because it can change the economics of state‑licensed cannabis businesses (especially through IRS Code §280E, which has penalized operators for years). In this update, we’ll focus on what the change does, what it does not do, and (most importantly) how it may affect the buying and selling of cannabis business licenses nationwide.

Timeline: December 2025 ➝ April 2026 ➝ June 2026+

December 18, 2025: President Trump signed Executive Order 14370 (“Increasing Medical Marijuana and Cannabidiol Research”), directing the Attorney General to advance the rescheduling process and noting that HHS had recommended Schedule III.

April 23, 2026: DOJ/DEA issued the Final Order described above. Schedule III now applies immediately to FDA‑approved marijuana products and state‑regulated medical marijuana under qualifying licenses.

June 29, 2026: DOJ/DEA announced a new expedited hearing track to evaluate broader rescheduling, including beyond medical; an important future milestone for adult‑use operators. The hearing concludes July 15, 2026.

A key nuance (emphasized clearly by Vicente LLP) is that this is currently a bifurcated framework: adult‑use cannabis remains in Schedule I for now, while qualifying medical cannabis is Schedule III. That bifurcation matters for how deals get structured and priced in the near term.

The 280E Inflection Point: why profitability and investability may change quickly

IRC §280E is short but powerful. It prohibits deductions/credits for businesses trafficking in Schedule I or II substances. Cannabis being in Schedule I is precisely why many operators have faced unusually high effective federal tax burdens for years. Because §280E only applies to Schedule I/II, moving cannabis to Schedule III is the gating event for tax normalization. Banks and analysts have long identified 280E as the most immediate business impact of rescheduling because it directly improves cash flow by permitting ordinary deductions (rent, payroll, marketing, etc.).

Will operators be ~20–35%+ more profitable “overnight”? Some may see that magnitude of improvement, but it won’t be uniform, and the right way to model this is scenario‑based. Here’s why:

The benefit depends on cost structure, entity type, and how severely 280E distorts after‑tax cash flow. Right now, the April 2026 order is immediately meaningful for qualifying medical operators, while adult‑use remains Schedule I pending the broader June process. (Stay tuned!) The IRS previously warned that premature amended‑return strategies were improper before a final rule, and the post‑April implementation details (e.g., effective dates, retroactivity, segmentation) still require careful tax counsel and up‑to‑date guidance.

Transaction takeaway: 280E relief can materially lift normalized EBITDA and free cash flow (sometimes dramatically), even without significant internal operational changes. But buyers and sellers should model multiple regulatory cases and avoid assuming universal, instantaneous relief across all revenue streams.

How rescheduling impacts license transactions

License values may trend upward (with near‑term volatility). If 280E relief becomes durable and expands beyond medical, operators’ financial statements begin to look more like traditional regulated businesses, and conventional underwriting metrics become more reliable. That typically supports higher valuations, especially for scarce or strategically located licenses, because projected after‑tax cash flows rise. However, because the current federal posture is bifurcated (medical vs. adult‑use), we should expect uneven repricing. Assets tied to medical programs may be repriced sooner than adult‑use‑only assets until the June process clarifies broader treatment.

Seller guidance: invest in efficiency + exit readiness now. In a market with potential valuation tailwinds, the best sellers are the ones who can prove fundamentals and reduce diligence friction. Practically, sellers should prioritize:

• Operational efficiency upgrades (COGS discipline, labor scheduling, inventory controls). Higher post‑280E cash flow is great, but buyers will still pay premiums for operators who can run lean and scale responsibly.

• Exit‑readiness audits: clean financials, defensible revenue recognition, and a data room that anticipates buyer diligence (especially around tax posture and cost allocations).

• Market pricing intelligence: engage license brokers/advisors to benchmark current comps, scarcity dynamics, and buyer demand. In repricing environments, anchoring too low (or too high) can stall a deal.

• Regulatory preparedness: Vicente notes the Order contemplates an expedited DEA registration pathway tied to state medical licensure standing. So compliance posture becomes a value driver, not a back‑office detail.

Negotiation note: Sellers should be savvy in modeling and projections. Where upside depends on future federal steps, consider negotiating earnouts, milestone-based adjustments, or contingent value rights tied to a clear regulatory trigger (rather than relying on goodwill or optimism).

Buyer guidance: “strategic urgency” without overpaying. For buyers, this is a window where the market may re-rate upward if broader Schedule III relief arrives after June. That creates a reasonable argument that now is a solid time to consider acquisitions, so long as underwriting is disciplined. Buyers should:

• Build three scenarios: (i) medical‑only relief persists; (ii) broad Schedule III post‑June; (iii) delay/litigation. CRS materials repeatedly stress that rescheduling changes some consequences but is not blanket legalization. So scenario planning is essential.

• Segment revenues for dual-license operators (medical vs adult‑use), because bifurcation can affect near‑term tax outcomes and diligence risk.

• Revisit deal structures: consider staged closings, regulatory conditions, and pricing mechanisms that allocate federal policy risk fairly.

Capital angle: Rescheduling may invite more investors off the sidelines because after‑tax cash flow becomes more financeable and credit underwriting becomes clearer. But it’s also important to remember that banking compliance obligations remain complex and may not change instantly, given existing FinCEN/BSA expectations.

What rescheduling does not fix (important for deal documents and expectations)

Rescheduling is meaningful, but it is not an “everything solution”.

• Not federal legalization: DOJ emphasizes continued “strict federal controls,” and CRS analysis underscores that many federal consequences can remain even after rescheduling.

• Not automatic interstate commerce: Schedule III does not itself create a free‑trade national cannabis market. Broader federal frameworks would be needed. (Again, stay tuned for June!)

• Not instant banking normalization: FinCEN guidance and BSA compliance expectations remain foundational, and legal analyses caution rescheduling may be evolutionary (not revolutionary) for bank participation.

• Not a retroactivity guarantee for taxes: DOJ encouraged Treasury to consider retrospective 280E relief, but implementation mechanics matter and should be treated carefully.

• Not a replacement for state licensing law: State agencies still govern license transfers, suitability, change-of-control approvals, and operational compliance (i.e., where transactions often succeed or fail).

• Not a direct improvement in patient access, adult choice, or criminal reform: This piece focuses on economics and license transactions. We’d be remiss not to speak to the lagging impact on other elements of this industry.

Context: 2022 vs. 2032

In October 2022, President Biden asked the HHS/DOJ to initiate an expedited review of marijuana’s federal scheduling, and in August 2023 HHS recommended Schedule III, grounded in the Controlled Substances Act’s framework. In 2026, we now have an immediate medical-focused Schedule III outcome plus a defined June pathway for broader rescheduling.

Looking toward 2032, the most factual “projection” is simply this: federal policy has moved from static prohibition toward measurable administrative reclassification steps, suggesting continued normalization pressure over time. With ~80% of states/territories with legal medical programs, over ~50% with adult-use programs, and a consistent 70%+ voter support for cannabis policy reform, cannabis seems destined to be regulated like alcohol and OTC medicine in the near future, versus concerns of a reversion to being regulated more like heroin. This path and trend should encourage downtrodden stakeholders within the cannabis industry, and attract those ‘waiting and seeing’.

Cautiously hopeful, and focused on actionable opportunity

This is a meaningful step toward normalcy: less punitive taxation, clearer underwriting, and a more mainstream regulatory direction (even while key limitations remain). Sellers: consider what your license (and business) could be worth as the market digests 280E relief and reprices quality assets. Then invest now in efficiency and exit readiness to capture that value. Buyers: consider being more assertive in the near term. If broader Schedule III momentum holds after June, acquisition competition and valuation expectations may rise. Capital providers: if you’ve been dormant or out of the loop, this is a moment to re-underwrite the industry with updated assumptions while staying clear-eyed about what rescheduling does not solve.

If you’d like to talk through market dynamics, valuation implications, or acquisition/sale readiness in your state, Creswell Advisory is happy to be a resource. Contact us today.

Introducing Creswell Advisory

Thoughtful Transactions, Trusted Partners, and the Future of Regulated Industries

An appropriate day (4/20) to say this out loud: Creswell Advisory is officially open for business.

While the date may carry a wink and a smile in the cannabis world, the work we’re doing (and the responsibility we feel for doing it) is anything but casual. Creswell Advisory was founded to bring a higher standard of clarity, ethics, and execution to business license transactions in highly regulated industries, focusing on cannabis and psychedelics.

The business license brokerage universe has grown up fast. Capital has been allocated quickly. Rules have shifted. Entire markets have matured in just a few short years. Too often, though, license transactions are treated like commodities rather than what they truly are: foundational operating rights that determine who gets to build, innovate, and serve patients and consumers for decades to come.

Creswell exists to change that.

Built by Entrepreneurs, Lawyers, and Capital Markets Professionals

Creswell Advisory is led by Michael Werner, a startup and finance professional with almost two decades of hands-on experience in regulated industries. Michael has built, advised, and transacted alongside entrepreneurs, operators, investors, and regulators, developing a deep appreciation for how capital, compliance, and culture must align for a deal to truly succeed.

Supporting that leadership is a founding team of nationally recognized attorneys who have helped shape regulatory frameworks across multiple jurisdictions. Their presence is not symbolic; it’s structural. At Creswell, legal rigor, compliance discipline, and thoughtful structuring are embedded into every engagement from day one.

Creswell also works hand-in-hand with leading real estate firms, investment banks, private equity groups, and operational services providers across the country. We believe great outcomes are created by great teams, not lone advisors acting in silos.

What Makes Creswell Different

At our core, Creswell is an advisory firm—not just a brokerage.

We hold ourselves to a high ethical standard rooted in objectivity, transparency, and measurable reality. Our work is grounded in real operational metrics: revenue quality, cost structure, regulatory posture, asset durability, transferability, and long-term strategic value. We do not chase hype, inflate narratives, or push misaligned parties together for the sake of a transaction.

Just as importantly, we treat every ancillary professional involved in a license transaction—brokers, attorneys, accountants, financial advisors, consultants, and real estate professionals—as valued teammates. These deals are complex, multi-disciplinary, and deeply human. Respect, collaboration, and clear communication aren’t “nice-to-haves”; they’re prerequisites for success.

Our goal is not simply to close deals. Our goal is to create durable outcomes where clients, counterparties, and communities are better positioned after the transaction than they were before.

Who We Work With

Creswell is already actively engaged with multiple clients and license opportunities across cannabis, hemp, and psychedelics. We are selective by design.

We seek to work with founders, operators, investors, and institutions who believe in the long-term future of these industries; who understand that cannabis and psychedelics are not trends, but tools for advancing human health, wellness, creativity, and quality of life. We gravitate toward partners who value integrity as highly as returns, and who want to build something enduring rather than extractive.

A Bigger Picture

Emerging industries always test us. They ask whether we can innovate responsibly, allocate capital wisely, and treat one another fairly while building something entirely new.

At Creswell, we believe good business is done with good people—and that when ethics, expertise, and empathy intersect, capital becomes a force for progress rather than friction.

As one timeless principle puts it: “The true measure of success is not what you build for yourself, but what you help make possible for others.” We see our role as stewards. We help unlock opportunity, professionalize markets, and support industries that, at their best, expand human potential.

On this year’s 4/20, we’re grateful, energized, and ready. Creswell Advisory is open for business. We’re excited to build the future together.