High Times is celebrating the four-year anniversary of its IPO filing by once again extending the offering. This time it’s being extended to June 30, 2022. Not that anyone can buy any stock. The company was told by the SEC that it couldn’t sell any more shares until it posted updated financial information, which it hasn’t.
The extension was filed on April 1 and listed the Chair Adam Levin as the Chief Executive officer. Now, this may just be an oversight, but in January Paul Henderson, the company’s President and interim Chief Financial Officer was appointed to the position of CEO and a director on the Company’s board of directors. Mr. Henderson was also to continue in his roles as President and interim Chief Financial Officer. There is no mention in this offering extension that Henderson is the CEO.
The filing states that an “Investor acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The company has no obligation to list any of the Shares on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. Investor must bear the economic risk of this investment indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor’s entire investment in the Shares.”
Many of High Times investors wonder how this can keep going on year after year. Well, according to the SEC guidelines, “Continuous or delayed offerings are permitted, although Regulation A limits the types of delayed offerings permitted under the exemption and is not available for at-the-market offerings.”
But surely there is some time frame around this? A company can’t just keep on offering open in perpetuity right?
The SEC won’t comment but does point to this – “Before the end of such three-year period, an issuer may file a new offering statement covering the securities. The new offering statement must include all the information that would be required at that time in an offering statement relating to all offerings that it covers. Before the qualification date of the new offering statement, the issuer may include as part of such new offering statement any unsold securities covered by the earlier offering statement by identifying on the cover page of the new offering circular, or the latest amendment, the amount of such unsold securities being included. The offering of securities on the earlier offering statement will be deemed terminated as of the date of qualification of the new offering statement. Securities may be sold pursuant to this paragraph (d)(3)(i)(F) only if the issuer is current in its annual and semiannual filings pursuant to Rule 257(b) (§ 230.257(b)), at the time of such sale.”
That last sentence is why High Times can’t currently sell any more shares. The company hasn’t posted any financial information since 2019. Last year, the company’s CEO Peter Horvath hinted that those documents would be coming shortly and even suggested that April 20th would be a fine day for that to happen. That day came and went as did Mr. Horvath.
Having said that, High Times has been busy beyond the publication of news, although to be fair, it doesn’t publish very much fresh news daily.
High Times Dispensaries
High Times had announced in 2020 that it was getting into the dispensary business, which was certainly hopeful news to these investors. The company announced it was buying dispensaries from Harvest Health & Recreation, which was then acquired by Trulieve (OTC: TCNNF). These investors were hopeful that the stock if it ever went public, would benefit from the revenue of these dispensaries. High Times had said it would be opening branded stores licensed to be named High Times and according to the website, there are six locations in operation. All the stores are located in California.
Of the six dispensaries, Four are still licensed with the owner Ryan Kunkel and the Have A Heart brand. The other two – the Shasta Lake location does list High Times Holding Corp. as the owner and Synergy located in Redding is also listed as a HighTimes property with Levin and Henderson listed as the contacts. the information on who holds the licenses comes from Cannabiz Media. The company also owns Mountain High Delivery. In Michigan, High Times branded products are sold.
The question for investors is how much revenue will the company get from stores that are only using the name and not actually owning the license. Still, it is revenue that investors are likely hoping will boost the value of the company.
High Times has also resurrected its famous Cannabis Cup. However, while the company lists four upcoming events, it isn’t clear if there is an in-person event at any of these. Michigan has definitely stated it is a virtual awards program. There are four states listed as hosting a Cannabis Cup, but the website only states the date of an awards ceremony for each state.
Events had been the big moneymaker for High Times in the past. These were all-day affairs with music and vendors that attracted thousands of party-goers. The events brought in millions of dollars, but that was before Levin took over. Now “judges” pay for the backpack full of products to try and rate, so really the only companies that can win are companies that sponsor the backpack. In the past, it was more like a country fair with experts judging the products and now it is public crowdsourced judging.
While the Cannabis Cup in-person events have seemed to retreat, the Emerald Cup was happy to step in and take its place. Based in Northern California, this group hosts a Harvest Ball following the harvest season. The actual awards will be given this May in Los Angeles. The group has said that having a festival at harvest time was hard on the farmers and so it decoupled the awards from the ball. These winners are judged from a group of experts – like the Cannabis Cup of the past.
Another new entrant to this type of cannabis competition is Hall of Flowers. Starting as a brand showcase, the HOF team also gives out awards. This could be the new version of the modern cannabis cup and if so, steals what had been a major moneymaker for High Times.
There are several Reddit boards hosted by disgruntled High Times investors. These are small investors that believe their money has gone up in smoke. They receive little communication from the company they invested in and one Reddit author has claimed to have started a class-action suit against the company. It’s anyone’s guess whether the stock will trade or not, but it does seem like High Times manages to survive no matter what. In other words – don’t count them out.