FSD Pharma, Auxly Terminate Agreement, Begin Finger Pointing

FSD Pharma Inc. (FSDDF) and Auxly Cannabis Group Inc. (AXLY) have terminated their agreement to work together. The divorce is anything but friendly so far.

The first shot was fired on Wednesday when  FSD Pharma said that Dr. Raza Bokhari, Executive Co-Chairman, had been appointed interim Chief Executive Officer of FSD Pharma following the termination of Rupert Haynes. The statement went on to say that it terminated its agreement with Auxly and that Auxly was obligated to develop all aspects of the company’s cannabis cultivation facility in mutually agreed upon staged phases. However, it didn’t go into any detail.

On Thursday, Auxly said that it was FSD that breached the agreement and when notified and asked to comply with the agreement, FSD didn’t and then tried to control the message by announcing it had terminated first.

Auxly gave much more detail saying, “The joint venture was formed with the intention of developing a portion of FSD Pharma’s cannabis cultivation facility located in Cobourg, Ontario in mutually agreed staged phases. Auxly was supposed to receive a 49.9% stream of all cannabis produced at the JV Facility; the first phase of the JV Facility Development was to be the construction of an approximately 220,000 square foot self-contained cultivation facility.” Auxly said it has invested $7.5 million in the development and construction of the facility.

Auxly said it identified contractual breaches relating to FSD Pharma’s management and staffing obligations of the facility, as well as significant concerns regarding certain aspects of the buildings’ infrastructure. Auxly said it told FSD Pharma of the breaches in the hopes that FSD Pharma would work with toward a resolution. Auxly said FSD Pharma failed to remedy its breaches and instead purported to terminate the agreement effective February 6, 2019. Auxly then terminated the agreement effective February 7, 2019.

On Friday, FSD said that it hadn’t breached any of its contractual obligations and instead blamed Auxly for the problems in the agreement. “FSD Pharma strongly denies that it caused any breaches of the Streaming Agreement relating to its management and staffing obligations or otherwise, and rejects the claim that there are material issues with the infrastructure of its cultivation facility in Cobourg, Ontario.”

The company said that “As disclosed on Wednesday, February 6, FSD terminated the Definitive Agreement with Auxly. FSD believes that Auxly was under clear obligation to develop all aspects of the Company’s cannabis cultivation facility in mutually agreed upon staged phases. Auxly issued a press release on July 3, 2018, in which they anticipated that the first phase of construction would be completed and ready for Health Canada approval by the end of December 2018. We simply couldn’t wait any longer for our vendor to perform its obligations and therefore we terminated the agreement,” said Dr Raza Bokhari, Executive Co-chairman & Interim CEO.

Dr. Bokhari continued, “under the terms and conditions of the Streaming Agreement, FSD Pharma and Auxly are subject to a number of non-disclosure obligations that survive the termination. FSD Pharma intends to continue to live up to its surviving obligations, we are hopeful that Auxly will do the same.”

Debra Borchardt

Debra BorchardtDebra Borchardt

Debra Borchardt is the CEO, Co-Founder, and Editor-In-Chief of GMR. She has covered the cannabis industry for several years at Forbes, Seeking Alpha and TheStreet. Prior to becoming a financial journalist, Debra was a Vice President at Bear Stearns where she held a Series 7 and Registered Investment Advisor license. Debra has a Masters degree in Business Journalism from New York University.


2 comments

  • Avatar
    Tracy Kutz

    February 8, 2019 at 7:50 pm

    Nice summary, but what are your thoughts on this failed relationship and the varied contract interpretations? I’ve seen this news all day and am interested in others’ perspective on how this may play out for Auxly. As an investor, it’s concerning to hear that the contract wasn’t more clear about the obligations of both parties. Iron-clad contracts and skillful relationship management will be vital success factors for this new industry. Get it right, Auxly!

    Reply

    • Debra Borchardt
      Debra Borchardt

      February 10, 2019 at 8:23 pm

      As an observer and not privy to all the facts, it seemed as if Auxly provided more detail than FSD in their war of words. This leads me to believe that FSD might have breached the contract not Auxly.

      Reply

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