Financial Archives - Green Market Report

StaffStaffMarch 9, 2021
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While other cannabis industry SPAC’s have seemed to make big splashy entrances to the market, Ibere Pharmaceuticals quietly closed on an upsized offering and listed its shares on the New York Stock Exchange, and began trading on February 26, 2021, under the ticker symbol “IBERU.” At the beginning of February, the company filed for a $100 million offering and that quickly jumped to $120 million before settling on $138 million.

Ibere’s CEO is Osagie Imasogie, the co-founder and senior managing partner of the Philadelphia private equity firm PIPV Capital. Imasogie is also board chairman of Zelira Therapeutics, a therapeutic medicinal cannabis company that has operations in Philadelphia and Australia. While Ibere hasn’t specifically stated it is going to focus on cannabis, the Zelira connection could be a signal of that intention.

Ibere is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Although Ibere left itself some wiggle room and can pursue an acquisition opportunity in any business or industry, it intends to focus on opportunities in the pharmaceutical and life sciences industries.

Terms

Each unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Only whole warrants are exercisable and will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the NYSE under the symbols “IBER” and “IBERW,” respectively.

Management Team

The company is made up of several GlaxoSmithKline veterans.

The team will be led by Imasogie as CEO,  Lisa Gray will be the Chief Financial Officer,  while Zoltan Kerekes will serve as the Chief Operating Officer.

Mr. Osagie Imasogie has over 35 years of experience in the pharmaceutical and healthcare industries, serving in multiple capacities, including business management, law and finance. He currently serves as a co-founder and Senior Managing Partner of PIPV. Prior to co-founding PIPV, Mr. Imasogie conceptualized and established GlaxoSmithKline Ventures, GlaxoSmithKline’s intellectual property-based venture capital fund, and was its founding Vice President. Mr. Imasogie has held senior commercial and R&D positions within large pharmaceutical companies such as GlaxoSmithKline, SmithKline, DuPont Merck and Endo Pharmaceuticals, Inc. In addition, Mr. Imasogie was a founder and Chairman of Ception Therapeutics, Inc., Trigenesis Therapeutics Inc., iCeutica, Inc. and Churchill Pharmaceuticals LLC.

Ms. Lisa Gray has over 25 years of experience in finance, marketing, business development and operations, primarily within the pharmaceutical industry, and currently serves as a co-founder and Managing Partner of PIPV. In this capacity, Ms. Gray generates and leads investments, manages investor communications, and acts as advisor, chief executive officer or board member for portfolio companies. Previously, Ms. Gray was the Chief Operating Officer of GlaxoSmithKline Ventures, creating value from GlaxoSmithKline’s non-progressed Research and Development assets, and was the primary liaison with the cash-based venture capital community. Prior to her work with GlaxoSmithKline Ventures, Ms. Gray worked in various finance and operational roles within GlaxoSmithKline and SmithKline Beecham (a predecessor company). Ms. Gray began her career as a management consultant and auditor with Coopers & Lybrand and is a Certified Public Accountant and Certified Valuation Analyst.

Mr. Zoltan Kerekes has over 30 years of experience in law, business and the life sciences. Mr. Kerekes is a co-founder and Managing Partner of PIPV. In this capacity, he manages relationships with pharmaceutical companies and sources of capital, leads transactions in the establishment of portfolio companies and acts as an advisor, chairman or board member for portfolio companies. Prior to co-founding PIPV, Mr. Kerekes was a director for GlaxoSmithKline Ventures, where he led various compound and intellectual property transactions.

 

 


Kaitlin DomangueKaitlin DomangueMarch 2, 2021
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Canadian cannabis retailer, High Tide Inc., (TSXV: HITI) (OTCQB: HITIF), announced their Q4 earnings yesterday for 2020. Despite the curveballs 2020 threw, High Tide landed on top, and reported a 118% increase in revenue bringing the total to $24.9 million for the fourth quarter. The revenue increase accounted for a 166% year-over-year growth, and brought the year’s total earnings to $83.3 million. 

High Tide’s revenue by geographic location

  • $20.6 million of total company revenue was earned in Canada in Q4
  • $4.1 million of total revenue was earned in the United States in Q4
  • $0.2 million of total revenue was internationally in Q4

 

  • $68.4 million of total revenue was earned in Canada in fiscal year 2020
  • $14.3 million of total revenue was earned in the United States in fiscal year 2020
  • $0.6 million of total revenue was earned internationally in fiscal year 2020

High Tide’s gross profit increased by 112%

The company’s gross profit increased by 112% to reach $8.7 million in the fourth quarter of 2020, and 172% to $30.8 million for the year. The company’s CEO and President, Raj Grover, said 2020 was their best year yet. “Despite the global slump in retail sales associated with the pandemic, and thanks to the tireless efforts of our team, we closed the year with approximately $8 million in Adjusted EBITDA making 2020 the best year in High Tide’s history,” said Raj Grover, President and Chief Executive Officer. High Tide’s Adjusted EBITDA for the fourth quarter was $3.6 million, and the $8 million represents the fiscal year ended October 31st, 2020. 

High Tide’s cash on hand

The company reported $7.5 million cash on hand as of October 31st, 2020, and a significant cash balance increase to approximately $38 million as of today. 

Revenue segments

  • $22.6 million in total revenue was generated by retail in Q4
  • $2.2 million in total revenue was generated by wholesale in Q4 
  • An immaterial amount by corporate was generated in Q4

 

  • $75 million in total revenue was generated by retail in fiscal year 2020
  • $7.9 million in total revenue was generated by wholesale in fiscal year 2020
  • $0.4 million in total revenue was generated by corporate in fiscal year 2020 

These figures compare to $24 million, $6.69 million, and $0.6 million, respectively, for the previous year.

More thoughts from High Tide’s CEO 

“We continued to run our operations tightly, ending the year off with the record levels of revenue and Adjusted EBITDA.,” said Grover. “We are excited about our trajectory in the United States and continue to prioritize and look for opportunities in that market. Our integrated value chain which includes Cannabis Bricks & Mortar stores, e-commerce platforms for consumption accessories and hemp derived CBD products, along with manufacturing and distribution of licensed and proprietary consumption accessories, experienced sizable growth on all fronts. We plan to continue to further strengthen our chain through organic growth and strategic acquisitions creating even more value for our shareholders.  Since the end of the fiscal year, we have already nearly doubled our size in Canada with the closing of the META Growth acquisition. For the fiscal first quarter of 2021 we expect to report revenue in the range of $37 million to $38 million.”

Operational highlights

In addition to monetary achievements, High Tide made some operational moves last year to set the company up for success in 2021 and beyond. 

  • Canna Cabana (High Tides retailer) opens location in tourist destination Banff, Alberta in August
  • META shareholders overwhelmingly approve High Tide’s acquisition of META Growth Corp. (META. V) in October 2020
  • Over 50% of the company’s brick-and-mortar revenue came from Cabana Club members, emphasizing the brand’s value 

Additional Events

  • High Tides entered a loan agreement for $6.75 million ending on December 31st, 2024 of an undrawn balance on a $20 million credit facility, which was obtained through the acquisition of META
  • Approximately $29 million worth of company debt was converted into common shares after October 31st, 2020
  • Company common shares moved up to the TSX Venture Exchange
  • The company submitted an initial application to be listed on the NASDAQ 
  • High Tides closed on an unsubscribed bought deal equity financing, gross proceeds $23 million 
  • All branded locations have remained operational throughout the COVID-19 crisis, despite difficult issues facing Canada. 

StaffStaffMarch 1, 2021
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Editors Note: This article was submitted by Ashley Elsner Co-Founder and COO of Artery Pay.

On Friday, February 19, 2021, Jim Patterson, the former CEO of Eaze, was charged with and pled guilty to conspiracy to commit bank fraud in connection with credit card processing for cannabis products on the Eaze platform as part of an ongoing criminal trial against Hamid Akhavan and Ruben Weigand. In this article, I explain what is alleged, why it’s illegal, why you should care, and how to protect yourself and your business.

What did Mr. Patterson and his co-conspirators allegedly do?

On March 31, 2020, Hamid Akhavan and Ruben Weigand were charged with conspiracy to commit bank fraud in violation of 18 U.S.C. § 1349. The indictment alleges that, from 2016 through 2019, Akhavan, Weigand, and other, unnamed co-conspirators engaged in a conspiracy, the “Transaction Laundering Scheme,” to deceive banks into processing over $100 million of credit and debit card payments to marijuana retailers by disguising the transactions so as to create the false appearance that they were unrelated to the purchase of marijuana.

-United States v. Akhavan, S3 20-cr-188(JSR), (S.D.N.Y. May. 20, 2020)

Jim Patterson has pleaded guilty to his part in the above criminal indictment. For your reference, below are the definitions of the crimes alleged in the indictment.

18 U.S.C. § 1349 states:

Any person who attempts or conspires to commit any offense under this chapter shall be subject to the same penalties as those prescribed for the offense, the commission of which was the object of the attempt or conspiracy.

The underlying offense here is bank fraud defined in 18 U.S.C. § 1344, which states:

Whoever knowingly executes, or attempts to execute, a scheme or artifice—

(1) to defraud a financial institution; or

(2) to obtain any of the money, funds, credits, assets, securities, or other property owned by, or under the custody or control of, a financial institution, by means of false or fraudulent pretenses, representations, or promises;

shall be fined not more than $1,000,000 or imprisoned not more than 30 years, or both.

In essence, Akhavan, Weigand, and Patterson are charged with lying to financial institutions about what the transactions on the Eaze platform were for to trick them into processing transactions for cannabis products in the US. 

Why is this illegal?

First, a little background in how card processing works. There are a number of financial institutions that are involved in the processing and clearing of card-based transactions. Each one has to consent to process and clear the transactions. To do this, card networks like Visa, Mastercard, American Express, and Discover, that provide transaction systems, have created specific network rules and category codes that apply to card processing. Card issuing banks, such as Bank of America, Chase, Wells Fargo, Citigroup, and Capital One, underwrite the consumer transactions that the card networks feed them according to those same rules and category codes that they developed in collaboration with one another. Both the card networks and the card-issuing banks have to agree to support transactions for specific products and services so that those specific products and services get a category code. The category code is transmitted at the time of transaction and lets the underwriting bank determine if that transaction can be accepted for the specific consumer for the specific products and services. 

Why is this important? Because neither card networks, that provide the systems, nor card-issuing banks, that provide consumers with the cards that are presently in their wallets, have agreed to process cannabis transactions until federal legalization of cannabis products at the earliest. Large national financial institutions, the card networks, and card-issuing banks included, have taken the position that as defined in their network and institutional rules, the US federal prohibition makes cannabis products illegal, and therefore, they will not process and clear those transactions via their systems and institutions. 

To that end, the card networks have not provided a category code for US cannabis products. In order to trick card networks and card-issuing banks into processing and clearing cannabis product transactions, someone would have to miscode those transactions as an accepted category code. Miscoding financial transactions to a bank in any way is bank fraud. In this case, it is also money laundering because it deliberately hides the true source of the transaction.  

But why should I, a cannabis business owner, care what happened to Jim Patterson from Eaze?

The simple answer is that bank fraud and money laundering cases get prosecuted. To that point, Judge Rakoff, the federal judge hearing the case, refused to grant dismissal against Weigand and Akhavan for 2 arguments that I hear from industry professionals all the time. 

First, and I admit this argument (and it’s inverse that everything is federally illegal so who cares) always makes me laugh, Weigand and Akhavan’s attorneys argued that the Rohrbacher-Farr Amendment to the 2014 congressional spending bill prevents federal prosecutors from going after marijuana operations that comply with state law. Judge Rakoff’s response was that they are accused of bank fraud, not engaging in state-licensed cannabis business. “The Rohrbacher-Farr Amendment does not condone bank fraud by a medical marijuana dispensary any more than it condones murder, robbery, or assault.” I don’t think I can say that any more clearly but I’ll try. Cannabis protections from federal prosecution do not extend to other crimes.

Second, “no harm, no foul”. That is just not true. Financial crime laws are instrumental in protecting the US and its citizens from all kinds of criminal and terrorist organizations. It was money crimes that took down the mafia and made it possible to prove criminal organization. It is money crimes that allow law enforcement to track, monitor, and dismantle terrorist organizations, gangs, and cartels now. Money laws are paramount to public safety so money crimes are not “no harm crimes”. 

I will add that the stability of the US economy and our financial markets is due in large part to the expectation of legal enforcement against fraudulent behavior. Fraud is a crime that does hurt people and businesses. I don’t like to make slippery slope arguments, but this is one of the rare cases where it actually applies. If you let some people get away with fraud, others see that fraud laws are not enforced and start committing fraud too. Then no one can trust anyone anymore and it becomes impossible to engage in free enterprise. Fraud breaks capitalism which relies on legitimate information and intention.

Finally, I’m going to add one more argument that wasn’t put forward but I hear all the time: “I didn’t set up the bank fraud so I’m not responsible for it.” Unfortunately, that’s not true; RICO is why. “RICO” stands for Racketeer Influenced and Corrupt Organizations Act (18 U.S.C. §1961 – §1968.) It is an extremely important tool for law enforcement for dismantling criminal organizations. RICO allows criminal liability for predicate offenses, like bank fraud and money laundering, to be extended to executives that control and order predicate offenses in furtherance of an enterprise. That means that criminal liability for these types of scams can extend to you, the business owner, just for using the scam, and sadly, it doesn’t matter if you know it’s a scam or not. You can still face prosecution. And, RICO requires forfeiture of “ill-gotten gains.” That means that by using the scam, you made legitimate transactions into illegal ones that can be subject to being frozen and seized. 

How can I protect myself and my business from getting into similar trouble?

  1. Never lie to a financial institution about what you do. When you fib, financial institutions always eventually catch you and account shutdowns are substantial disruptions to your business and annoy your customers. If you are a licensed cannabis business that follows your applicable regulations and you don’t take products or money across state or international lines, you are not doing anything wrong. If the bank or processor chooses not to work with you because you are a cannabis business, that is their right. There are other banks and payment systems that will work with you as long as you haven’t fibbed to other banks in the past. It’s not necessarily easy or cheap but getting legitimate, open cannabis banking and cannabis payment platforms is the best thing for you and your business. It’s legal, reliable, and sustainable. 
  2. Due diligence your financial providers and their offerings. You should be able to find out who they are, if they actually have appropriate experience, be able to contact and confirm with their backing banks that they have approved working with cannabis and that they know that your payment platforms are working with cannabis. If you find this to be too difficult, ask your lawyers and accountants to help you. They are your fiduciaries and have legal and moral obligations to make sure that you and your business are protected. 
  3. Don’t use “workarounds”. There are no “workarounds” in finance. Attempts to “workaround” getting direct, verifiable consent from banks, card networks, other financial institutions are a bad idea. Not only can you be held personally criminally liable for misrepresenting your business and your transactions, like what happened to Mr. Patterson, your assets under these scams are freezable and seizable. Using “workarounds” can expose you to other threats to your business as well. For example, when your bank catches you, they can shut down your bank account and will submit your information to the terminated merchant file (TMF). The TMF is used by banks, payment processors, other financial institutions to determine if you are a “bad actor. This status can kill your ability to obtain any financial support in the US, think insurance, lending, banking, payments, listing on stock exchanges, etc. Also, this reputation will follow you and the rest of your executive team to future businesses. It’s not limited to your present company. 

Don’t play games with your money.

Ashley Elsner is a financial lawyer and the Co-Founder and COO of Artery Pay, a payments company making payments and banking easy for cannabis businesses. Artery Pay unifies payments and banking compliance into a single system so that merchants and the banks and credit unions that support them are able to work with each other easily, effectively, and transparently. Whether you want non-cash payments or need help with your cash, Artery Pay can manage all of your transaction needs. Artery Pay is easy, fun, cheap, and legal – the way cannabis should be. For more information, visit www.arterypay.com or contact Ashley directly at ashley@arterypay.com.


StaffStaffDecember 10, 2020
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 Cannabis wholesale marketplace operator LeafLink has closed on a $40 million Series C investment round, led by Founders Fund. Additional participants include Thrive Capital, Nosara Capital, and Lerer Hippeau. This company said that this latest round of investment brings its venture funding to over $90 million and marks Founders Fund’s largest technology investment in the cannabis space.

The proceeds will be used to expand in current markets by bringing on new brands and retailers, as well as capitalizing on new markets that legalized cannabis following the 2020 election. LeafLink said it will also continue to expand its offerings around payments, delivery, and data & analytics.

“This fundraising round is monumental for a technology company like LeafLink as we continue to define a space that shows no signs of slowing down,” said Ryan G. Smith, Co-founder and CEO of LeafLink. “We’re honored to partner with Founders Fund as we scale our marketplace technology across the growing cannabis industry. Our eyes are set on bringing efficiency and innovation to the supply chain and we’re excited for cannabis to serve as a model for more legacy industries in the future.”  

With the latest round of funding, LeafLink said it will continue to accelerate growth beyond its current $3 Billion of annualized Gross Merchandise Value (GMV).  LeafLink’s marketplace makes up an estimated 32% of U.S. wholesale cannabis commerce. Currently, LeafLink serves 27 markets across the U.S. and Canada with offices in New York City, Los Angeles, and Toronto.

“We invested in LeafLink because the team is merging best practices from e-commerce marketplaces with B2B technology to streamline an entire industry’s supply chain and operations,” said Napoleon Ta, Partner at Founders Fund. “We’re excited to make our largest investment in the cannabis space to date in LeafLink.”

LeafLink’s fundraising is notable since it is a private company. According to Viridian Capital Advisors, most of the cannabis capital that has been raised in 2020 has come from publicly traded companies. Of the 280 deals happening so far in 2020, only 49 have been private company raises, while the other 231 have come from public companies.

 


Kaitlin DomangueKaitlin DomangueNovember 30, 2020
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Auxly Cannabis Group Inc., (TSX.V – XLY) (OTCQX: CBWTF), leading consumer packaged goods company in the cannabis space, released their financial results for the three and nine months that ended on September 30th. Except for common shares, all figures mentioned will be in Canadian dollars. 

Net Revenue + Gross Profit

The company reported a total net revenue of $13.4 million for the three months that ended on September 30th. Before excise taxes and research contacts, this figure is $15.2 million. Their reported net revenue represents an 85% increase from the previous quarter, and a 732% increase from the same period last year. Last year’s total revenue clocked out at roughly $1.6 million, representing an approximately $11 million dollar difference. 

Auxly categorizes all of their revenue as stemming from the sales of cannabis products, which is their primary responsibility as a business. In addition to producing cannabis CPGs, they have experts in product development and clinical/scientific research to produce these products. The company’s cannabis brands include Dosecann, Kolab Project, Robinsons, and Foray. 

The company reported a gross profit of $3.8 million. 

Net Loss

Auxly experienced a slightly bigger net loss than the same period last year, reporting a net loss of approximately $17.80 million. Last year’s losses capped out at roughly $17.26, so about a 3% change. 

Cash, Assets, and Debt

Auxly reported $13.57 million in cash and cash equivalents for the three month period leading up to September 30th. This is 69% less than what was reported as of December 31st, 2019. Last year’s cash equivalents totaled $44.13 million. Auxly’s currently claims $381,598 in total assets and $112,358 in debt. 

Expenses

Auxly reported a decrease in selling, general, and administrative expenses – dropping down to approximately $11.36 million from roughly $16.59 million during the same time last year. Also, depreciation and amortization totaled $2.3 million. 

Cost of Sales

Auxly sold $9.5 million worth of finished cannabis products during this three month period, with the nine month period totaling $19.66 million. 

Adjusted EBITDA

Auxly reported an adjusted EBITDA of $6.8 million, decreasing 39% from the same period last year. The nine months ending on September 30th, 2020 saw an adjusted EBITDA of roughly $24.2 million, down 10% from the same nine month period in 2019. 

“Our team entered Q3 committed to driving sales growth, reducing costs and improving product availability. Our efforts resulted in a quarter over quarter increase in net revenues of approximately $5 million and a reduction in SG&A of approximately $2 million. Our improved performance was driven primarily by continued improvements in operational and supply chain capabilities, expanding distribution, better alignment of our resources with our commercial objectives and, of course, our continued focus on understanding our consumers and delivering cannabis products that delight them. We believe that our efforts are resonating with consumers and that Auxly has quickly established itself as one of the leading cannabis companies in Canada,” said Hugo Alves, CEO of Auxly. 


Kaitlin DomangueKaitlin DomangueNovember 9, 2020
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Canadian-based cannabis company, Aurora Cannabis (NYSE: ACB) reported their Q1 earnings this morning. The results were mixed at best, with shares rising 21% on the potential for cannabis legalization under a Biden administration. Unless otherwise stated, these figures are in Canadian dollars. 

The company’s adjusted gross margin before fair value adjustments on total cannabis net revenue didn’t waver much quarter to quarter, with Aurora Cannabis reporting a 48% adjusted gross margin compared to 50% in Q4 2020. Before fair value adjustments, the company’s adjusted gross margin on cannabis net revenue was 52%. 

Consumer Cannabis 

Aurora reported a slight increase in total and net revenue in Q1, with numbers reaching $67.8 million. Q4’s revenue totaled $67.5 million, so while the increase was small, it was there. 

Consumer cannabis net revenue, however, was down 3% quarter over quarter, reaching a stop at $34.3 million. The adjusted gross margin before fair value adjustments on consumer cannabis net revenue was 38% compared to 35% in the prior quarter. Aurora cites sales mix shifting towards higher margin derivative products as the reason for this increase. 

One area where Aurora really shined in Q1 is in consumer cannabis extracts, with the net revenue increasing by $3.6 million sequentially. Aurora says this was driven by their focus on high-growth extracts such as vapes, edibles, and concentrates, plus a $1.1 million increase in US CBD. 

Medical Cannabis

The company reported a 4% sequential increase in medical cannabis net revenue, ultimately capping out at $33.5 million. Aurora primarily attributes this growth to their strong international medical cannabis presence, which grew a whopping 41% quarter over quarter. 

“Our Q1 2021 results are transitional but do highlight successes across a number of diverse profit pools,” said Miguel Martin, CEO of Aurora. “We remain the leader by revenue in the high-margin Canadian medical market, our international medical business experienced more than 40% net revenue growth this quarter, and our CBD brand Reliva is #1 ranked by Nielsen in the U.S. CBD sector.”

The adjusted gross margin on medical cannabis before fair value adjustments was 59% versus 67% in the prior quarter. This is excluding $2.6 million in ramp up costs at Aurora Nordic 1, which is a large cannabis facility located in Denmark. 

EBITDA

Aurora’s adjusted EBITDA loss was $57.9 million in Q1, with the company including restructuring payments such as contract and employee termination costs of $47.4 million. Excluding these impacts, the adjusted EBITDA loss as defined under the term credit facility is $10.5 million. Aurora says they remain on track to achieve a positive adjusted EBITDA next quarter. 

Cash Use

Aurora Cannabis used $25.2 million cash in Q1 to fund company operations, and used $47.4 million for contract and employee termination costs. This is similar to the prior quarter, however, the use of cash showed significant progress. Cash used to pay for capital expenditures in the first quarter was $15 million compared to $32 million in the prior quarter, as many of their projects are now wrapping up and completing. 

Increased net working capital used $37.0 million in the quarter, driven by a $13.8 million increase in accounts receivable and a $25.1 million increase in inventory.

“While we are not satisfied with our past performance in the growing Canadian consumer business, we have a sense of urgency in the execution of our tactical plan to grow profitable market share. Our efforts are directed at delivering the highest quality products, refocusing on our leading premium and ultra-premium brands, better allocating our sales and marketing spend, and executing key account partnerships at both the province and retail levels.”


Debra BorchardtDebra BorchardtSeptember 17, 2020
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MedMen Enterprises Inc. (CSE: MMEN) (OTCQX: MMNFF) waiting until the market closed on Wednesday before telling shareholders it picked up another $20 million from lenders and institutional investors. The deal for MedMen includes 10 million in gross proceeds under a new unsecured convertible facility, plus $5.7 million under its senior secured term loan led by Stable Road Capital and $5 million under its senior secured convertible facility led by Gotham Green Partners.

Just what will this cost? It’s not too far from getting an extremely big credit card. The principal amount of the Incremental Notes will carry an interest rate of 18.0% per annum, to be paid as follows: (a) 12.0% shall be paid in cash monthly in arrears; and (b) 6.0% shall accrue monthly to the outstanding principal as payment-in-kind.

“We are pleased with the continued support from our existing capital partners as we continue our recent track record of execution,” said MedMen Executive Chairman, Ben Rose. “The financing package is a significant milestone for the company and is a reflection of the commitment the Company has made to strengthen the balance sheet, accelerate its path to profitability and sustainability, and focus on its core retail business. We look forward to continuing to expand the MedMen brand.”

On September 16, 2020, MedMen closed on an initial $1 million, and has the right to call additional tranches, totaling a million each, no later than 20 trading days from receiving each tranche. Participating lenders will receive a $468,564 fee with a conversion price of $0.20 per share, consistent with the terms of the Facility. MedMen shares were recently selling at $0.17 per share on the OTC marketplace. MedMen has said it will announce its earnings on September 28 after the market closes.

Company Update

While MedMen has struggled over its leadership problems and mountain of debt, it continues to press forward. The company recently noted that it is has 25 retail stores that are in operation across California, Nevada, Illinois, Florida, New York, and Arizona. On August 3, 2020, the City Council of West Hollywood adopted an urgency ordinance to create a new “Legacy Cannabis Business License” which will permanently allow for both medical and adult-use sales of cannabis by MedMen West Hollywood and the three other pre-existing medical operators, bringing the collaborative efforts between the City of West Hollywood and other related parties to a final resolution.

On August 6, 2020, the Massachusetts Cannabis Control Commission voted in favor of granting MedMen Boston, LLC, a subsidiary of the Company, a provisional adult-used license for its proposed flagship retail location near Fenway Park. A final license for this location is subject to meeting various conditions prior to opening, which is expected to occur in 2021.

“The positive licensing developments in West Hollywood and Boston are a result of the Company’s commitment to meaningful engagement with local regulators and the communities we are privileged to serve,” said MedMen Executive Chairman Ben Rose. “We continue forward momentum as we execute on our turnaround plan, strengthen our retail footprint and improve four-wall economics. Through our focus on retail, we have made significant progress in optimizing our business model and improving our presence as partners and neighbors in our locations as we expand the MedMen brand in existing and new markets across the U.S.”


StaffStaffSeptember 10, 2020
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California-based ManifestSeven announced it closed on an aggregate of $10.2 million in gross proceeds raised via three private placements of equity and convertible debt in 2020. In addition to the fundraising, the company said it is close to completing its reverse takeover transaction of P&P Ventures Inc., which is to be renamed ManifestSeven Holdings Corporation. M7 said it expects to begin trading within the coming days on the Canadian Securities Exchange using the ticker symbol “MSVN”.

ManifestSeven is an omnichannel platform for legal cannabis, merging compliant distribution with a retail superhighway. M7, with offices in Commerce and Irvine, California. The company said it has a growing portfolio of owned and operated retail operations located in major metro markets, including brick-and-mortar dispensaries, local on-demand delivery services, e-commerce, and subscription offerings.

“Today’s announcement is a resounding affirmation of M7’s business model and corporate resilience in the face of economic headwinds, making us one of the few cannabis companies to raise capital in this environment successfully,” said Sturges Karban, Chief Executive Officer of ManifestSeven. “We are truly encouraged by this level of financial backing from the investment community, which solidifies M7’s position as one of the leading operators in the legal cannabis market. This injection of capital allows M7 to continue expanding our seamless, compliant omnichannel across California, and eventually evaluate other markets in North America as opportunities arise.”

Capital Raising

Earlier this year, the M7 completed a unitized private placement offering at a purchase price of $4.50 per unit, with each unit consisting of one M7 share and one half warrant exercisable to acquire M7 shares at an exercise price of $6.75 per Share. Pursuant to the 2020 Private Placement, M7 has issued units for aggregate gross proceeds of approximately $2.3 million.

M7 completed a private placement offering in August of an aggregate principal amount of approximately $2.5 million in subordinated secured convertible promissory notes, which carry non-compounding interest at a rate of 15% per annum over an 18-month term, with the outstanding balance of principal and accrued interest convertible into Shares. The holders of the 15% Convertible Notes were also issued non-transferable warrants exercisable to acquire the number of Shares that such holder is entitled to upon the conversion of the 15% Convertible Notes at an exercise price equal to the conversion price until the date that is three years from the date of the CSE listing. As a result of the completion of the RTO, the 15% Convertible Notes constitute an obligation of the Resulting Issuer.

M7 completed a private placement offering in September of an aggregate principal amount of approximately $5.4 million in subordinated secured convertible promissory notes, which carry non-compounding interest at a rate of 17.5% per annum over an 18-month term, with the outstanding balance of principal and accrued interest convertible at a conversion price (the “17.5% Note Conversion Price”) of $1.17 per share (subject to certain adjustments). The holders of the 17.5% Convertible Notes were also issued warrants exercisable to acquire the number of Shares that such holder is entitled to upon the conversion of the 17.5% Convertible Notes at an exercise price equal to the 17.5% Note Conversion Price until the date that is three years from the date of the CSE listing. As a result of the completion of the RTO, the 17.5% Convertible Notes constitute an obligation of the Resulting Issuer.

 


Debra BorchardtDebra BorchardtJuly 20, 2020
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5min20140

GenCanna, one of Kentucky’s largest hemp companies, filed for voluntary Chapter 11 reorganization with the U.S. Bankruptcy Court in the Eastern District of Kentucky earlier this year in February. One problem with GenCanna’s bankruptcy filing though was that MariMed (OTC:MRMD) was one of the largest shareholders in the company. It had a $34 million claim against the company sparking a battle over control of the company.

Last week, Law360 reported that MariMed lost a round over the efforts to gain control over the company. The website said that U.S. Bankruptcy Judge Gregory Schaaf of Kentucky found MariMed had acted improperly when it attempted to replace members of GenCanna’s board of directors and force out GenCanna’s president and chief executive officer.

The Fight Begins

In any bankruptcy cases, debtors are first in line over equity holders. In the process of working through its bankruptcy, GenCanna made a deal to sell the bulk of its assets for $75 million. MariMed was against the deal and had its own plan to reorganize the company, but apparently couldn’t come up with the money needed for the plan. According to the Law360 reporting, the court records demonstrated that GenCanna went with the offer it had.

The court records said that MariMed’s president and chief executive officer Robert Fireman, who also sits on GenCanna’s board of directors, teamed up with another board member, Michael Falcone, to form a voting bloc controlling 52% of GenCanna’s parent company’s shares. The two apparently pulled GenCanna Chief Executive Officer Matty Mangone-Miranda, GenCanna President Steve Bevan, and one other member of the board of the parent company, and installed Fireman as chairman, according to court records.

The court filings stated that Fireman and Falcone appointed a new CEO of the parent company, and directed him to get the bankruptcy case dismissed. The new director of GenCanna USA’s board was told to develop a plan to liquidate the company within 30 days.

The ousted executives, Mangone-Miranda and Bevan asked Judge Schaaf to step in claiming MariMed’s actions violated board rules. The Judge agreed saying, “Using an equity position that has no chance of recovery to object to a settlement that is not even filed is an obvious attempt to exercise control over the case and enhance the creditor interests,” Judge Schaaf wrote. “Further, this also suggests clear abuse of the governance process that would warrant action in this court if an injunction was requested. For now, that analysis is not required.”

Basically, since the assets were sold, there is nothing left for the equity owners like MariMed. Since there’s nothing left for MariMed, they have no power to make these types of decisions at the company. GenCanna said it is in settlement negotiations with its senior secured lender and buyer to resolve claims from the committee of unsecured creditors. The settlement is expected to generate roughly $1 million, but the claims are much higher than that.

The assets were sold to New York-based MGG Investment Group, a private lender, and one of the company’s creditors.

GenCanna’s Pain Inflicted On MariMed

GenCanna’s bankruptcy filing also weighed on the shares of MariMed. In April, MariMed’s fourth-quarter 2019 financial results included a one-time charge of $30.2 million as a result of a write-off of its investment in GenCanna. CEO Jon Levine said, “Despite GenCanna’s Chapter 11 filing, we believe that it will emerge with a restructured capital and operational structure that will allow GenCanna to restore its position as a leader in the hemp industry. If this occurs, we believe there will be an opportunity for the value of the assets to be recaptured at a later date.  We expect to continue our strong relationship with GenCanna and jointly pursue opportunities in the evolving hemp industry.”

MariMed’s shares have dropped from 40 cents in February before the GenCanna bankruptcy and were lately selling at 13 cents.



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