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NUTRITIONAL HIGH ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF SECURED CONVERTIBLE DEBENTURES

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TORONTO, March 31, 2020 (GLOBE NEWSWIRE) — Nutritional High International Inc. (“Nutritional High” or the “Company“) (CSE: EAT, OTCQB: SPLIF) is pleased to announce the closing of the first tranche of its non-brokered private placement (the “Offering“) consisting of C$852,678 aggregate principal amount of secured convertible debenture units (the “Convertible Debenture Units“) at a price of $1,000 per Convertible Debenture Unit.
Each Convertible Debenture Unit is comprised of a $1,000 principal amount 12% secured convertible debenture (each, a “Convertible Debenture“) and 20,000 common share purchase warrants (each, a “Warrant“). Each Warrant is exercisable into a common share of the Company (a “Warrant Share“) at a price of $0.05 (“Warrant Exercise Price“) for 36 months from the date of issuance (the “Maturity Date“). The Convertible Debentures are convertible into common shares in the capital of the Company (“Conversion Shares“) at a price of $0.05 per share (“Conversion Price“) at any time prior to Maturity Date. The Convertible Debentures, Conversion Shares, Warrants and Warrant Shares will be subject to a statutory hold period of four months and one day from the applicable issuance date. The Company shall have a right to prepay a part or the entire principal amount of Convertible Debentures at any time without penalty.The Convertible Debentures rank pari passu and will bear interest at a rate of 12% per annum from the date of issuance payable semi-annually in arrears. The interest can be payable in cash or by issuing common shares against the amount due at the sole option of the Company.The Convertible Debentures are secured by certain assets of the Company as set out in the certificates representing the Convertible Debentures and security documents.Certain directors and officers of the Company (the “Related Parties“) participated in the Offering. This transaction constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the Related Parties nor the consideration being paid by the Related Parties exceeded 25% of the Company’s market capitalization. A material change report in respect of this related party transaction will be filed by the Company but could not be filed at least 21 days prior to the closing of the Offering due to the fact that the Company wished to close the transaction as soon as practicable to enable it to use the proceeds of the Offering in an expeditious manner to bolster the Company’s financial position.The Company intends to use the net proceeds of the Offering for capital projects and general corporate purposes.About Nutritional High International Inc.Nutritional High is focused on developing, manufacturing and distributing products under recognized brands in the cannabis products industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works exclusively with licensed facilities in jurisdictions where such activity is permitted and regulated by state law.The Company follows a vertically integrated model with a fully developed strategy for acquisitions in extraction, production, sales, and distribution sectors of the cannabis industry. Nutritional High has brought its flagship FLÏ™ edibles and extracts product line from production to market through its wholly owned subsidiaries in California and Oregon, as well as Colorado where its FLÏ™ products are manufactured by a third-party licensed producer. In California, the Company distributes its products and products manufactured by other leading producers through its wholly owned distributor Calyx Brands Inc. and is entering the Nevada, Washington State and Canadian markets in the near future.For updates on the Company’s activities and highlights of the Company’s press releases and other media coverage, please follow Nutritional High on Facebook, Twitter and Instagram or visit www.nutritionalhigh.com.For further information, please contact:Robert Wilson
Chief Financial Officer
Nutritional High International Inc.
416-666-4005
Email: rwilson@nutritionalhigh.com
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR OTC MARKETS GROUP INC., NOR THEIR REGULATIONS SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.The Company’s securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law. Some of the risks and other factors that could cause actual results to differ materially from those expressed in forward-looking information expressed in this press release include, but are not limited to: the ability of the Company to complete the full issuance of up to $5 million of Convertible Debenture Units, obtaining and maintaining regulatory approvals including acquiring and renewing U.S. state, local or other licenses, the uncertainty of existing protection from U.S. federal or other prosecution, regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, market and general economic conditions of the cannabis sector or otherwise.

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Cannabis

Materia and Pure Ratios to Launch Award-Winning CBD Topicals into the UK Market

Vlad Poptamas

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Materia (“Materia” or the “Company“), a medical cannabis and CBD wellness company focused on the European market, today announced an agreement with Pure Ratios Holdings Inc. (“Pure Ratios”), an award-winning CBD topical manufacturer and subsidiary of 4Front Ventures Corp (CSE: FFNT) (OTCQX: FFNTF), to distribute and market its products across Europe.

“Pure Ratios is an innovator, with a best-in-class transdermal patch, rooted in science and natural medicine. We are excited to be their European partner, with plans to launch in the UK as our first market,” said Deepak Anand, CEO of Materia. “The UK is currently Europe’s largest CBD market and consumers are developing brand preference for products they like and trust. The market research we have conducted, including consumer segmentation and brand mapping, has made clear the calibre of partners required for long-term success. With highly differentiated products, proven quality and an established track record with consumers, Pure Ratios fits this profile perfectly.”

Founded in 2015 and based in San Diego, California, Pure Ratios is known for combining holistic wellness concepts with CBD and other cannabinoids. Its award-winning line of CBD topical patches are sold through a network of over 1000 stores across the United States and through their expanding e-commerce and distribution platforms. Under the terms of the agreement, Materia will conduct sales and marketing for Pure Ratios’ hemp-derived CBD topical salve, topical roll-on, lip balm and 96-hour transdermal reservoir patch products. Materia will work directly with wholesalers, retailers, and direct to consumers channels in the UK.

“Our approach of combining modern cannabis science with natural holistic medicine is both unique and effective and that has helped establish Pure Ratios as one of the most reputable CBD brands in the US,” said Chad Conner, Co-Founder of Pure Ratios. “We selected Materia as our partner because they have the commercial acumen and regulatory expertise to help navigate the burgeoning European market opportunity for us to propel Pure Ratios into a leading global wellness brand.”

According to the Centre for Medical Cannabis, UK consumers are spending over £300 million a year on CBD products and the market is forecasted to grow to almost £1 billion by 20251.  Demand for topicals is expected to exceed overall growth in the CBD market with a CAGR greater than 20%1. Key topical formats are balms and gels that are being used for muscle and joint relief, as well as skincare creams. The global CBD skincare market alone is expected to expand at a CAGR of 32.9% from 2019 to 2025, thereby reaching a value of approximately £1.4 billion (USD $1.7 billion) by 20252.

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InnoCan Pharma Collaborate with Recipharm on its CBD Loaded Exosome (CLX) Treatments

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Herzeliya, Israel and Calgary, Alberta–(Newsfile Corp. – July 9, 2020) – InnoCan Pharma Corporation (CNSX: INNO) (FSE: IP4) (the “Company” or “Innocan”), is pleased to announce its collaboration with Recipharm, Israel to synthesize and analyze cannabinoid loaded exosomes.

Recipharm unites more than 30 facilities across 10 different countries offering a range of services, mainly in two different operating areas, pharmaceutical development services and manufacturing services. Recipharm offers seamless tech transfer from Recipharm development facilities and provide commercial supply of a wide range of formulations. Recipharm has over 25 years of experience innovating and developing new technologies and processes for clinical applications. Recipharm’s facility in Israel, offers development services to a wide variety of clients from start-ups to large established companies. Recipharm offers a wide range of GMP-compliant services ranging from manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material and APIs, pharmaceutical product development and development and manufacturing of medical devices.

Iris Bincovich, InnoCan’s CEO stated: “Working closely with the exceptional Recipharm team will allow InnoCan Pharma to devote efforts with the exosome technology production/loading technology while the work on the cannabinoids themselves will be done at Recipharm.”

Dr. Sylvia Kachalsky, site manager in Israel stated: “We are very exiting to work with InnoCan Pharma on this unique project who has a potential to be applied on large spectrum of different indications. The idea of loading Exosomes with Cannabinoids may open a wide window to different formulations, using the Exosome as a “targeted missile” leading the chosen Cannabinoid to its target.”

Prof. Dani Offen stated: “The development of the CLX- CBD loaded Exosome is very challenging but holding huge potential. Working with Recipharm will allow me and my team to be concentrating and putting all efforts at the Exosome production/characterization/loading side of the development process while knowing the analysis work is been done in one of the best labs we could chose. We are working with Recipharm in close collaboration on the development of this exiting technology and looking forward to achieve the milestones as we planned.”

About Innocan Pharma

The Company, through its wholly-owned subsidiary, Innocan Pharma Ltd. (“Innocan Pharma Israel“), is a pharmaceutical tech company that focuses on the development of several drug delivery platforms combining cannabidiol (“CBD“) with other pharmaceutical ingredients. Innocan and Ramot at Tel Aviv University are collaborating on the development of a new exosome-based technology that targets both central nervous system indications and the COVID-19 coronavirus. CBD-loaded exosomes may hold the potential to provide a highly synergistic effect of anti-inflammatory properties and help in the recovery of infected lung cells. This product, which is expected to be administrated by inhalation, will be tested against a variety of lung infections.

Innocan Pharma Israel has entered into a worldwide exclusive research and license agreement with Yissum Research and Development Company, the commercial arm of the Hebrew University of Jerusalem, to develop a CBD drug delivery platform based on a unique-controlled release liposome to be administrated by injection. The Company, together with Prof. Berenholtz, Head of the Laboratory of Membrane and Liposome Research of the Hebrew University, plans to test the liposome platform on several potential indications. The Company is also working on a dermal product integrating CBD with other pharmaceutical ingredients as well as the development and sale of CBD-integrated pharmaceuticals, including, but not limited to, topical treatments for relief of psoriasis symptoms as well as the treatment of muscle pain and rheumatic pain. The founders and officers of Innocan have commercially successful track records in the pharmaceutical and technology sectors in Israel and globally.

About Recipharm
Recipharm is a leading Contract Development and Manufacturing Organisation (CDMO) in the pharmaceutical industry employing almost 9,000 employees. Recipharm offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material and APIs, pharmaceutical product development and development and manufacturing of medical devices. Recipharm manufactures several hundred different products to customers ranging from big pharma to smaller research and development companies. Recipharm’s annual turnover is approximately Euro 1.1 Billion. The company operates development and manufacturing facilities in France, Germany, India, Israel, Italy, Portugal, Spain, Sweden, the UK and the US and is headquartered in Stockholm, Sweden. The Recipharm B-share (RECI B) is listed on Nasdaq Stockholm.

For further information, please contact:

Innocan Pharma Corporation
Iris Bincovich, CEO
+972-54-3012842
info@innocanpharma.com

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Caution regarding forward-looking information

Certain information set forth in this news release is forward-looking information within the meaning of applicable securities laws. By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond Innocan’s control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by Innocan.

Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release. A comprehensive discussion of other risks that impact Innocan are available under Innocan’s profile at www.sedar.com.

Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Innocan Pharma does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/59362

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Cannabis

TransCanna Announces Launch of Lyfted Apparel Line

Newsfile

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Vancouver, British Columbia–(Newsfile Corp. – July 8, 2020) – TransCanna Holdings Inc. (CSE: TCAN) (“TransCanna” or the “Company“) announces that its wholly-owned subsidiary Lyfted Farms Inc. announces the launch of Lyfted Apparel line.

Lyfted Farms is thrilled to announce the launch of its own exclusive line of t-shirts, hoodies, caps, and other apparel and branded items. Lyfted Farms has contracted local artists to produce over 15 new designs that reflect the vibes of authentic California cannabis culture.

The new items can be found at www.lyftedfarms.com/apparel or on Instagram @lyftedfarmsapparel

Lyfted Farms has executed a Memorandum of Understanding with Raymond Willis, Founder, and CEO of Kingpin Skateboard and Apparel, to market and promote the new Lyfted Apparel line. Raymond brings more than 20 years of experience in the industry and favors exciting and creative ways to share the brand with a broader audience.

“I really love doing fun promotions where not only do you get to purchase the brands you love but also get to be a part of something bigger. Our first promotion for Lyfted Apparel will hit this month and feature a raffle the winner of which will spend an afternoon with Bay-Area Rapper Nump!” stated Raymond Willis.

In addition, the Company announces that it has entered into a Consulting Services Agreement with 1236686 B.C. Ltd. Pursuant to the Agreement, 1236686 B.C. Ltd. will provide consulting advice and services in connection with the development and operation of the corporate and financial affairs of the Company, its subsidiaries, and its affiliates. The Company will issue to 1236686 B.C. Ltd., 400,000 common shares for a deemed value of $296,000.

Additionally, the Company has elected not to renew the contract for its CFO, Michele Pillon. It is pleased to announce that Gary Khangura, CPA will act as “Interim” Chief Financial Officer as the Company seeks to recruit a Chief Financial Officer with a firm understanding of the cannabis industry in the California Marketplace. The Company thanks Ms. Pillon for her work during the Covid19 pandemic and assisting the Company in completing its audit during the extended deadlines.

The Company announces the resignation of Stephen Giblin as a director of the Company. Mr. Giblin has been appointed to the Company’s Advisory Board, the Company thanks Mr. Giblin for his time served.

About TransCanna Holdings Inc.

TransCanna Holdings Inc. is a California based, Canadian listed, Company building cannabis-focused brands for the California lifestyle, through its wholly-owned California subsidiaries.

For further information, please visit the Company’s website at www.transcanna.com or email the Company at info@transcanna.com.

On behalf of the Board of Directors
Bob Blink, CEO
604-349-3011

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/59430

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