Flower One Archives - Green Market Report

Jenel Stelton-HoltmeierOctober 21, 2022


It’s been a rough news week for the cannabis industry. Two separate Canadian producers (The Flowr Corp. and Flower One) filed for creditor protection from the courts, and a cannabis information and education website cut more than one-fifth of its staff.

On top of that, long-beleaguered company CannTrust said it was making a proposal to creditors that could result in the company fully dissolving by the end of November.

But it’s also a cautionary tale for other companies who have been chasing growth at all costs, expecting the revenue to eventually cover all the costs. You have a business to run, so make sure you’re running it like a business.

Here are some expert tips on things you can do today to improve the health of your company tomorrow:

  • Make sure you’re keeping accurate and complete records of all aspects of your business operations. “If you can’t prove something in writing, it might as well not exist,” cannabis accountant Zach Gordon recently told KayaPush. It might sound tedious, but it’s up to you to keep track of where all the dollars and cents are going in your company to make sure you can continue to meet your obligations. This is particularly important for publicly traded companies.
  • Don’t overextend your business too much. Raising capital via debt transactions has become more popular as more institutions have become more willing to provide loans to cannabis companies. According to Viridian Capital Advisors, debt accounted for 93% of all capital raised in cannabis through Oct. 14. But that money has risks that equity raises don’t – in particular, a repayment schedule. If you’re not careful, that monthly obligation can be steep. For example, High Times found itself owing $100,000 every month; this week, the cannabis brand this week announced it had entered into a settlement agreement with the lender after it defaulted on the obligation.
  • Don’t wait until it’s too late to change. It’s tempting to try and hold out for the better days you “know” are coming, but if you wait until the tough times to adjust your operations, you might find yourself in a position where you have to cut so deep it can be near impossible to recover. Flowr cut roughly 40% of its staff earlier this year (alongside divesting noncore operations), but the savings didn’t amount to enough to help it avoid bankruptcy. You can be hopeful, but always look at the finances with a cautious lens and position your company so that it can be nimble when things aren’t rosy.

These tips aren’t magic bullets; they won’t solve all the challenges of operating a cannabis company. But they offer a great place to start to make sure your financial house is in order.

StaffOctober 18, 2022


The Daily Hit is a recap of cannabis business news for Oct. 18, 2022.


Flower One Files for Canadian Bankruptcy, Plans to Go Private

After the markets closed on Monday, Flower One Holdings (CSE: FONE) (OTC: FLOOF) announced that it and its Canadian subsidiaries obtained an Initial Order of the Supreme Court of British Columbia pursuant to the Companies’ Creditors Arrangement Act, which is considered the equivalent of the U.S. bankruptcy court. The company also said it planned to become a private company by the end of the year to reduce the expense of being a publicly traded company. Read more here.

Audacious Ready for New York (Even if NY Isn’t Ready)

New York may not have an adult-use cannabis program in place, but that doesn’t mean cannabis companies are waiting. Australis Capital (CSE: AUSA)(OTCQB: AUSAF), also known as Audacious, said it has successfully completed its first harvest of adult-use cannabis in New York state with its partner Hempire. Audacious said it shipped its flower for processing and manufacturing into vapes and edibles. Read more here.

Fire & Flower Finds $16 Million From Circle K Owner

Fire & Flower Holdings Corp. (TSX: FAF) (OTCQX: FFLWF) has fashioned a financing deal with Alimentation Couche-Tard, the owner of Circle K convenience stores, in which ACT would supply the company with a $11 million principal amount loan. The two have also revised a stock purchasing agreement, in which ACT will snap up $5 million worth of common shares of Fire & Flower. Read more here.

Commentary: Does Crime Pay in Regulated Cannabis Market?

Now that recreational marijuana prices have collapsed and margins have evaporated, Michigan’s legal marijuana industry is all in on rooting out bad seeds. Pressure on the Cannabis Regulatory Agency (CRA) is on the rise from the state’s largest growers and retailers to identify and eliminate illegal marijuana making it into the legal market. Read more here.



The Oklahoma Bureau of Narcotics (OBN) is investigating and dismantling criminal organizations operating within the state’s medical marijuana program. Over the past two weeks, OBN has served Search Warrants at nearly a dozen marijuana farms across Oklahoma. Read more here.

Alabama Medical Cannabis Commission

The Alabama Medical Cannabis Commission said it had received 566 application requests for cannabis licenses before the deadline expired Monday. The commission will issue just 37 dispensary licenses for the first year. Applications for licenses will go out October 24 along with guidelines on what the AMCC is looking for in a potential applicant. Read more here.

StaffOctober 17, 2022


The Daily Hit is a recap of cannabis business news for Oct. 17, 2022.


Cantor Ranks Potential M&A Cannabis Targets

The cannabis M&A market may be on pause for now as companies cross their fingers for some sort of banking relief. “Uncertainty around SAFE Plus will probably delay M&A activity until after the lame duck session,” noted Cantor Fitzgerald analyst Pablo Zuanic. With the blowup of the Verano and Goodness Growth deal last week, Zuanic offered a look at what he thinks are potential targets for acquisition going into the fourth quarter. Read more here.

Neptune Wellness Gets Out of Cannabis Biz

Neptune Wellness Solutions (Nasdaq: NEPT) is selling its cannabis business to PurCann Pharma for C$5.15 million to be paid in cash. PurCann Pharma is a subsidiary of Groupe SiliCycle, a Quebec-based company with more than 27 years of experience with extracting and purifying active ingredients from natural biomass. Read more here.

Turning Point CEO Out After 10 Months, Guidance Lowered

Turning Point Brands (NYSE: TPB) appointed long-tenured company executive Graham Purdy as CEO and board director on Monday, replacing Yavor Efremov after he resigned as CEO and director. Efremov officially took on the mantle if CEO in January 2022. The company also lowered its guidance for 2022 sales, in conjunction with posting third-quarter financial results. Read more here.

Cautionary Tale of Local Control, Red Tape, and Too Few Cannabis Retailers

As it enters the final stages of development, New York state regulators may want to take heed of how California’s heavy-handed regulatory and tax approach to legal cannabis has led to an out-of-control underground market – at least if the East Coast wants to avoid a similar fate. Read more here.


Flower One

Flower One Holdings (CSE: FONE) (FSE: F11), the Canadian parent company of a cannabis cultivator and producer in Nevada, authorized the Canadian company and its Canadian subsidiaries to seek protection from the Supreme Court of British Columbia pursuant to the Companies’ Creditors Arrangement Act. Flower One is seeking to appoint PricewaterhouseCoopers. as the court appointed monitor as it undergoes restructuring. Read more here.

Pacific Banking Corp

A cannabis-friendly banking firm is urging a California court to issue a stay on claims that it failed to pay taxes on behalf of one of its clients, resulting in millions in penalties, saying that because the CEO has been indicted and is now in federal custody, he cannot appear to testify at an upcoming hearing. Read more here.

Debra BorchardtJuly 25, 2022


Late on Friday after the market closed, Flower One Holdings Inc. (CSE: FONE) (OTCQX: FLOOF) announced its financial results for the first quarter ending March 31, 2022. Revenue fell 21% to $8.9 million from last year’s $13.8 million for the same time period. This missed the Yahoo Finance analyst estimates for revenue of $13.1 million.

Flower One attributed the dramatic drop in revenue to Nevada’s cannabis market which they say continues to be harshly affected by the ongoing impact of the pandemic, and a thriving black market, which has resulted in price compression and decreased statewide cannabis sales. In a statement, the company said, “While tourism has continued to slowly rebound to pre-pandemic levels, visitor counts still remain far below expectations as a direct result of the reduction in conferences, corporate, and international travel.

The net losses were trimmed to $10 million from $15 million. The company said its finance costs were reduced by approximately 40%, including a 37% decrease in its interest expense year-over-year. The company had a negative cash flow for the quarter of $4.1 million.

“Despite ongoing market pressures, our team has continued to drive our business forward making significant progress on cost savings, debt reduction, and our overall turnaround plan,” said Kellen O’Keefe, Flower One’s President & CEO. “Our commitment to producing quality cannabis at scale is at the heart of everything we do as an organization and we are currently producing the best quality flower in the Company’s history, while simultaneously reducing our cost of production.”

A few weeks ago, the company restructured its debt and entered into a Term Debt Modification Agreement with its lender, RB Loan Portfolio II, LLC,  on its existing $45.65 million Term Debt, secured by the facility at 3950 N. Bruce St., North Las Vegas, Nevada. The company will be able to defer interest payments through October 31, 2022, in order to provide additional liquidity to the business, reduce the cash interest payments by 30%, extend the maturity date of the Term Debt to January 31, 2026, and pay $9 million to the Term Lender on September 30, 2023, and if it misses that payment, it has the option to pay this First Loan Paydown on January 31, 2024, with a 2.5% penalty.

Going Concern

In Flower One’s filing, it said, “The company will need to raise additional capital in order to fund its planned operations and meet its obligations. While successful in obtaining financing to date, the company believes it will be able to obtain sufficient funds in the future and ultimately achieve profitability and positive cash flows from operations, there can be no assurance that the company will achieve profitability and be able to do so on terms favorable for the company.”

The company has $4.7 million in cash and cash equivalents. However, the first quarter saw the company report that it had a negative cash flow of $4.1 million and it will need to address its expenses.

“As a Company, we have implemented a variety of measures across the organization that reduced our overall costs, in spite of a very challenging global economic environment,” said Araxie Grant, Flower One’s CFO. “Controlling our costs during these times is a testament to our team’s financial discipline, and represents significant progress towards achieving positive cash flow. Our finance department’s ability to provide precise and insightful data continues to improve, enabling us to make better strategic decisions and create shareholder value.”

Debra BorchardtJuly 1, 2022


Flower One Holdings Inc.  (CSE: FONE) (OTCQX: FLOOF) has made some movement with its ongoing restructuring, including the restructuring of its term debt and its master lease. This comes on the heels of the company reporting its annual earnings. For the year ending in December 2021, Flower One reported 2021 revenue of $58.4 million, representing a 70% increase from the prior year. Despite all that revenue, as of December 31, 2021, the company only had cash and cash equivalents of $0.9 million, compared with $1.1 million as of December 31, 2020

While the company experienced a year-over-year revenue increase, It noted that fourth-quarter revenues were affected as Nevada historically endured a decline in both cannabis sales and tourism in its fourth quarter, in comparison to the remainder of the year. “Additionally, increased competition combined with decreased demand led to price compression in the wholesale market. Due to these compounding factors and the COVID-19 variants, the Company endured a decline in revenue in its fourth-quarter ending December 31, 2021. The company trimmed its net losses to $24.4 million versus the net loss of $117.5 million in 2020.

Term Debt Restructuring

Flower One said it has entered into a Term Debt Modification Agreement with its lender, RB Loan Portfolio II, LLC,  on its existing $45.65 million Term Debt, secured by the facility at 3950 N. Bruce St., North Las Vegas, Nevada. The company will be able to defer interest payments through October 31, 2022, in order to provide additional liquidity to the business, reduce the cash interest payments by 30%, extend the maturity date of the Term Debt to January 31, 2026, and pay $9 million to the Term Lender on September 30, 2023, and if it misses that payment, it has the option to pay this First Loan Paydown on January 31, 2024, with a 2.5% penalty.

“This debt restructuring is a major step in our turnaround plan, as it will provide the Company with additional liquidity and a significant runway to continue our operational restructuring efforts, and position the Company for sustainable growth,” said Kellen O’Keefe, President & CEO. “We would like to thank our term lenders and loan participants for facilitating these momentous transactions.” Flower One also restructured its debt in 2021.

Master Lease Restructuring

The company also said in its statement that it has also entered into a Master Lease Modification Agreement in connection with the agreement dated February 1, 2019 with RB Loan Portfolio I, LP, a Delaware limited partnership, regarding the equipment lease financing of certain equipment at the Bruce Facility. The statement read, “Pursuant to which the Lessor has agreed to forbear existing events of default and make certain modifications to Master Lease, including (i) the deferral of certain payments through October 31, 2022, in order to provide additional liquidity to the business, (ii) revising the amortization schedule to enable a reduction in monthly payments for the duration of the Master Lease and (iii) extend the maturity date of the Master Lease to March 3, 2025.”

“Given the current state of the capital markets for cannabis, we are very pleased with this notable transaction. This crucial step in our restructuring not only provides the Company with significant cash interest savings, but also allows for a deferral of interest payments, ensuring we are able to preserve capital,” Araxie Grant, Flower One’s CFO.


Debra BorchardtJune 28, 2021


Flower One Holdings Inc. (CSE: FONE) (OTCQX: FLOOF) released its financial and operating results for the first quarter ending March 31, 2021, with revenue rising 53% to $13.9 million over last year’s $8.8 million. This topped the previous guidance from Flower One of $13.5 million and was a big jump sequentially over the fourth quarter’s $9.7 million. Flower One reported an income from operations of $3.8 million and a net loss of $10.6 million. The company said the net loss resulted from $9.5 million of finance expenses, fair value losses on derivatives, losses on note modifications, and foreign exchange losses.

“In the first quarter of 2021 we reported the best performance in the history of the Company, as the impact of the restructuring and operational improvements began to show results,” said Kellen O’Keefe, Flower One’s President & Interim CEO. “With the new board of directors and management in place, we have taken the first steps towards positioning Flower One for long-term success. We are focused on the financial discipline and operational excellence required to meet or exceed projections and achieve cash flow positivity. We believe we are closer than ever to meeting these objectives, as we continue to capitalize on the return of tourism in Nevada. Over the past several months, we have improved the quality of cannabis that comes out of our facility, which has enabled us to generate a significantly higher average price per pound. Our commitment to quality has been very well received by the market, allowing us to gain nearly 25% share of the wholesale market and become the largest producer of cannabis in Nevada.”

Balance Sheet Improvements

Beginning in January, Flower One underwent a complete restructuring transaction of its debt, which was completed in the second quarter of 2021. The successful debt restructuring, net proceeds from the convertible debenture financing and improved operating results enabled it to significantly improve its liquidity position by the quarter-end. General and administrative expenses for the quarter totaled $7.4 million (which included approximately $1.5 million of one-time/non-recurring expenses associated with the corporate restructure) vs. $6.2 million during the first quarter of 2020 and $8.2 million during the fourth quarter of 2020. This improvement resulted from the new management’s focus on cost rationalization, offset partially by higher cannabis taxes related to higher sales.

“Due to the corporate restructure-related debt reductions and uses of proceeds from the January and March financings to reduce payables and other obligations, the Company’s liquidity position improved significantly. Given performance to date in Q2 and the April restructure of our Canadian Debentures, we expect further improvements as we continue to scale up and reduce costs,” noted Richard Groberg, Flower One’s Interim CFO.

Second Quarter Guidance

Flower One gave its second-quarter 2021 preliminary unaudited revenue guidance of $16-$18 million.  Groberg said, “Given that new management didn’t assume full control until the end of January 2021, these results did not reflect the full impact of the new management’s strategies in terms of product allocation, pricing, product yield, cost of cultivation, harvesting, and production. Looking ahead, we will continue to automate production at our facilities, where possible, which will enhance our ability to produce more at a lower all-in cost per gram. While first-quarter 2021 was a record quarter, we expect our financial performance to continue to improve and for growth to accelerate throughout the remainder of the year, as reflected in our preliminary second-quarter 2021 guidance.”

StaffMay 10, 2021


Flower One Holdings Inc. (OTCQX: FLOOF) announced unaudited preliminary first-quarter revenue guidance of $13.5 million. Flower One said that it expects to announce the date for its filing of the fiscal 2020 year and first quarter 2021 in the coming weeks.

The company hasn’t reported results since the third quarter ending in September 2020 when revenues were $11.9 million.

“We are extremely proud of our team and the tremendous collaborative effort put forth by so many to successfully restructure Flower One and become the top producer in Nevada,” said Kellen O’Keefe, Flower One’s President and Interim CEO. “For us to have accomplished what we have under the circumstances was nothing short of remarkable and something our entire team can be very proud of. As a company, we have never been in a stronger position and will emerge from the pandemic a different company on an entirely new trajectory. We continue to break records month after month, ending April with all-time high monthly sales and the highest average selling price per pound in our company’s history. We are extremely well-positioned for future growth as Vegas comes back online; and, we welcome the first Cookies store to the strip this week.”

Flower One also reported that as of March 2021, it is the top flower provider in the state of Nevada, recognizing both the number one (Cookies) and number two (NLVO, the Company’s in-house brand) as top-selling flower brands in the state. The company said that in addition to holding the two top-selling flower brands, it is also the leading producer of distillate, bulk, and white label flower sales in the state of Nevada.

Other highlights in the company’s statement included:

  • The Company’s yielding cultivation analytics are reported up to 135.7 grams per plant through the first quarter of 2021, at an average cost per gram of USD$0.58. The Company has historically has reported its average cost per gram to be between USD$0.40-0.69;
  • Through updates to its post-harvesting process (drying, curing, trimming and packaging), the Company has recognized over 300% growth in its processing capacity in the first quarter of 2021, in comparison to the fourth quarter of 2020.

Debt Restructuring/ New CEO

In April, the company announced that it converted 60% of the principal amount of the Debentures for units comprised of one common share and ⅚ of a warrant- resulting in the total principal amount of the 9.5% unsecured debentures due March 28, 2022, being reduced from C$42,471,000 to C$16,988,400; and, the total principal amount of the 9.5% unsecured convertible debentures due November 15, 2022, being reduced from C$9,276,000 to C$3,710,400. The company had defaulted on payments such as $262,500 due on January 1, 2021 in connection with a loan from RB Loan Portfolio I, LLC  and lease payments in the amount of $526,677 due on January 5, 2021 in connection with the company’s lease of the greenhouse facility located at 3950 North Bruce Street in North Las Vegas.

In January Kellen O’Keefe was appointed from his previous position of Chief Strategy Officer to Flower One’s President and Interim Chief Executive Officer.

Debra BorchardtJanuary 27, 2021


Flower One Holdings Inc.  (OTCQX: FLOOF) completed an initial debt restructuring, closed on $10 million of a non-brokered convertible debenture offering that could rise to $25 million, and made changes to its Board of Directors and executive management team. The company recently defaulted on payments such as $262,500 due on January 1, 2021 in connection with a loan from RB Loan Portfolio I, LLC  and lease payments in the amount of $526,677 due on January 5, 2021 in connection with the company’s lease of the greenhouse facility located at 3950 North Bruce Street in North Las Vegas.

Flower One had also not paid the January lease payment of $248,268 in connection with the lease of its cultivation and production facility at 343 Neeham Road in North Las Vegas, and interest payments due on two other loans (totaling $152,306 and $27,575), all of which were due January 1, 2021.

“Coupled with the Board and Management changes, the combination of the cash infusion, debt conversions, and debt and lease restructurings better positions the company’s Balance Sheet and debt service obligation,” said Interim CFO Richard Groberg. “With these steps, as well as recent cost rationalizations, Flower One has more flexibility to further its evolving cultivation, production, and sales strategies to serve the expanding Nevada market for cannabis consumption.”


Kellen O’Keefe has been appointed from his previous position of Chief Strategy Officer to Flower One’s President and Interim Chief Executive Officer. Ken Villazor stepped down as Flower One’s Chief Executive Officer, President, and Chairman of the Board, positions he has held since January 1, 2018. Salpy Boyajian has been appointed as Executive Vice President, from her previous position of COO of Nevada Operations, and also has been appointed as Chairman of the Board.

“Today marks a transformational moment in Flower One’s history as we welcome prominent, industry-leaders to our Board of Directors as well as further strengthening our management team,” said O’Keefe. “We have taken the first steps towards properly capitalizing the business, restructuring our debt, and better positioning the Company for long-term success. We are excited about the future for cannabis in Nevada and are committed to our promise to deliver exceptional quality cannabis at accessible prices.”

Debt Restructuring

Flower One reached a modification agreement with its secured lender, RB Loan Portfolio II with respect to its existing $30 million term debt and with RB Loan Portfolio 1, LP, for an existing $16.9 million equipment financing. The company extended the maturity date from June 27, 2021, to December 21, 2021, and modified the interest rate to 14%, with 12% paid monthly and 2% paid at maturity, and the addition of an “Exit Fee” of $1 million payable upon payment in full of the Term Loan on the Maturity Date. Certain conditions were placed on the loan modification and the company listed them as follows:

  • the requirement that the Company pay certain previously defaulted obligations
  • that the Company complete of at least the Initial New Equity and the Subsequent New Equity by March 5, 2021
  • a Loan Modification Fee equal to 3% per annum on the outstanding principal of the Term Loan from May 19, 2020 until the “Effective Date” of the Term Loan Modification (January 25, 2021)
  • Flower One common shares in an amount equal to US$1,200,000 (with such common shares is subject to a six month lock-up agreement)
  • the grant of one-half warrant for each share granted, such warrants being exercisable for three years at a price of C$0.31, and reimbursement of Lender expenses

The company also entered into a Lease Modification Agreement with regard to the Master Lease Agreement dated February 1, 2019, for equipment lease financing of certain equipment at the Bruce St. Facility, pursuant to which the Lessor has agreed to forbear existing events of default and make certain modifications to Master Lease. The company was able to reduce the monthly payments. In connection with the Loan Modification Agreement, the company has issued US$1,200,000 worth of equity units.

Flower One closed on $10 million of a non-brokered Convertible Debenture Offering of up to $25 million “Debenture Units”. The company said expects to close the second tranche of the Offering at or about the end of February 2021. The net proceeds are intended to be used for working capital, previous debt obligations, and general corporate purposes. In connection with the initial closing under the offering, the company issued a total of 12,824 Debenture Units at a price of C$1,000 per Debenture Unit.

New Board Members

New additions to the Board include Mitchell Kahn, Eliza Gairard, and Kellen O’Keefe, effective January 26, 2021. Mr. Kahn, Mrs. Gairard, and Mr. O’Keefe will join the Board in addition to current Directors, Salpy Boyajian and Nitin Kaushal. Nitin Kaushal, who was recently appointed to the board, will serve as the Chair of the Company’s Audit, Risk and Finance Committee. Effective January 26, 2021, Amit Varma, David Wesley, and Ken Villazor have stepped down from the Board.

Debra BorchardtOctober 13, 2020


Flower One Holdings Inc. (CSE: FONE) (OTCQX: FLOOF) announced preliminary third-quarter revenue of $11.5 million surpassing its Q3 2020 revenue guidance range of $9.8 million and $10.8 million. The company did not state whether it had any profits or net losses. Flower One said it continues to expect its third-quarter gross margin to be in line with its previous guidance of 30-35%.

“These past few months have demonstrated Flower One’s resilience and ability to reemerge through COVID-19 with momentum as evidenced by our strong, preliminary quarterly revenue,” said Ken Villazor, President and Chief Executive Officer of Flower One. “The Company continues to increase its market penetration by providing our retail partners with a consistent supply of some of the highest-quality products and premium brands available in the Nevada market.”

In addition to the third-quarter figures, Flower One said that its year-to-date gross sales, thru the month ending September, were roughly $24.2 million. The company also noted that its initial launch of Cookies and 22 Red demonstrated its ability and ongoing priority to transition its product revenue mix towards premium quality and higher gross margin sales. Kiva’s Blackberry Blitz Game On Camino gummies were also launched as a nod to the Las Vegas Raider’s inaugural season in Nevada.

$39 Million Loan

Last week the company announced that it has entered into a term debt loan agreement for $39 million with Subversive Real Estate Acquisition REIT LP. As part of the Loan Agreement, Flower One granted Subversive REIT a two-year option to pursue a sale-leaseback transaction to purchase Flower One’s 455,000 square-foot cannabis cultivation and production facility in North Las Vegas, Nevada for up to $80 million, and subsequently lease it back to the company. Proceeds of the loan will be used to replace an existing $30 million term loan that would have been due in June 2021, as well as to fund general corporate purposes and other Company debt obligations.

“Subversive REIT is positioned to be a leader in the U.S. cannabis real estate market,” said Ken Villazor, President and Chief Executive Officer of Flower One. “We are excited to have this opportunity to build a strategic partnership with such a deeply connected and highly-knowledgeable cannabis real estate partner that is poised to benefit Flower One both in the near- and long-term as we continue to enhance our operations in Nevada.”

Following the end of the quarter Flower One said that it has taken the following actions:

  • The implementation of brand partner Lift Ticket’s proprietary pre-roll technology and processes;
  • The signing of Nature’s Lab, an award-winning concentrate producer, as both a brand partner and SOP consultant to further increase and accelerate both quality and capabilities of Flower One’s production lab; and
  • The launch of previously announced brand partner Heavy Hitters with the shipment of the first order to retail.


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The Green Market Report focuses on the financial news of the rapidly growing cannabis industry. Our target approach filters out the daily noise and does a deep dive into the financial, business and economic side of the cannabis industry. Our team is cultivating the industry’s critical news into one source and providing open source insights and data analysis


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