Cannabis
Vertical Peak and Neural Therapeutics Announce Completion of the Plan of Arrangement
Vancouver, British Columbia–(Newsfile Corp. – May 25, 2023) – Vertical Peak Holdings Inc. (CSE: MJMJ) (formerly High Fusion Inc.) (“Vertical Peak” or the “Corporation“) and Neural Therapeutics Inc. (“Neural“), are pleased to announce closing of the previously announced proposed spin-out of Neural through a plan of arrangement under the British Columbia Business Corporations Act (the “Plan of Arrangement“), pursuant to the amended and restated arrangement agreement dated February 24, 2023 (“Arrangement Agreement“).
John Durfy, Director of Vertical Peak and Chairman of Neural commented: “On behalf of Vertical Peak I would like to thank the team for their hard work to complete the spin-out of Neural Therapeutics. Each of Vertical Peak and Neural will continue to operate as separate public companies focused on growth in their respective sectors, allowing them to better match investor interest with their core value propositions. The transaction also provides Vertical Peak and Vertical Peak shareholders an opportunity to realize additional value as Neural continues to execute its business plan.“
Ian Campbell, Chief Executive Officer and Director of Neural commented: “On behalf of Neural, I would like to thank Vertical Peak’s leadership team for their support in completing the transaction. We extend our welcome to the new shareholders on our cap table and look forward to showcasing our plans as Neural continues to achieve new milestones.“
Closing of the Plan of Arrangement
As described in the Corporation’s press release dated May 17, 2023, the record date of the Plan of Arrangement was set at May 19, 2023 (“Record Date“).
On May 23, 2023, being the effective date (“Effective Date“) for the Plan of Arrangement, Vertical Peak shareholders (“Vertical Peak Shareholders“), that were holders of Vertical Peak shares on the Record Date have received their pro rata portion of the common shares in the capital of Neural (“Neural Shares“). On the Effective Date, each Vertical Peak Shareholder who was a holder of subordinate voting shares of Vertical Peak (“Vertical Peak SVS“) on the Record Date received 0.013884682 of a Neural Share for each Vertical Peak SVS held by such holder, and each Vertical Peak shareholder who was a holder of multiple voting shares of Vertical Peak (“Vertical Peak MVS“) on the Record Date received 0.13884682 of a Neural Share for each Vertical Peak MVS held by such holder as at the Record Date. New CUSIP and ISIN numbers for Vertical Peak SVS following the completion of the Plan of Arrangement are 92539W106 and CA92539W1068 respectively. New CUSIP and ISIN numbers for Vertical Peak MVS following the completion of the Plan of Arrangement are 92539W205 and CA92539W2058 respectively.
Vertical Peak Shareholders who were holders of Vertical Peak SVS and Vertical Peak MVS as of the Record Date will receive either a direct registration statement advice or a physical share certificate reflecting their ownership of the Neural Shares, or their brokerage account will be credited with the shares through the CDS system. No additional action is required by Vertical Peak Shareholders in order to receive Neural Shares in connection with the Plan of Arrangement, and these securities will be mailed out or delivered electronically to the respective Vertical Peak shareholders on or about May 26, 2023. The CUSIP and ISIN numbers for Neural Shares are 64134N203 and CA64134N2032 respectively.
It is intended that Neural will apply to list the Neural Shares on a Canadian stock exchange (the “Exchange“) in the near future. The listing of Neural Shares is subject to meeting all the conditions for listing established by the Exchange and acceptance by the Exchange. There is no assurance that Neural will be able to obtain requisite approvals required to list on an Exchange, including without limitation securing sufficient financing to satisfy the minimum listing requirements of the Exchange. An investment in securities of Neural or Vertical Peak shall be considered highly speculative and anyone considering purchasing such securities should consult their financial advisors and review the “Risk Factors” section of the management information circular (“Circular“) of Vertical Peak dated March 15, 2023 prepared in connection with the Plan of Arrangement and the annual and special meeting of Vertical Peak’s shareholders held on May 1, 2023. The Circular is available on Vertical Peak’s website and its SEDAR profile at www.sedar.com.
Pursuant to the terms of the Arrangement Agreement, Neural issued 2,000,000 common share purchase warrants (“Neural VP Warrant“) to Vertical Peak. Each Neural VP Warrant is exercisable into one Neural Share at a price of $1.00 per Neural Share for a period ending 36 months from the Effective Date.
Early Warning Disclosure
As a result of the Plan of Arrangement, 4,714,677 Neural Shares previously held by Vertical Peak were distributed to holders of Vertical Peak SVS and Vertical Peak MVS. Pursuant to the terms of the Arrangement Agreement, on closing of the Plan of Arrangement, Neural issued to Vertical Peak 2,000,000 Neural VP Warrants. Following completion of the Plan of Arrangement, Vertical Peak will own 5,413,334 Neural Shares and 2,000,000 Neural VP Warrants, which represents approximately 13.67% of all issued and outstanding Neural Shares on a non-diluted basis, and approximately 17.88% on a partially diluted basis assuming the exercise of Neural VP Warrants, but without taking into account any other future share issuances by Neural.
As a result of the Plan of Arrangement, John Durfy, Chairman of Neural and a Director of Vertical Peak received 109,217 Neural Shares and an additional 123,417 Neural Shares were received by Humber Capital Advisors Inc. (“HCA“), a company controlled by Mr. Durfy. Prior to the Plan of Arrangement, HCA held 4,233,333 Neural Shares, which represents 10.73% of the issued and outstanding Neural Shares. Following the Completion of the Plan of Arrangement, HCA and Mr. Durfy collectively held 4,465,967 Neural Shares, representing approximately 11.32% of the then issued and outstanding common shares of the Neural, not taking into consideration any future issuances by Neural.
As a result of the Plan of Arrangement, Robert Wilson, the former CFO of Vertical Peak and Neural, received 2,318 Neural Shares and an additional 129,145 Neural Shares were received by EWC Corporation (“EWC“), a company controlled by Mr. Wilson. Prior to the Plan of Arrangement, EWC and Mr. Wilson held an aggregate of 3,579,999 Neural Shares, 66,667 common share purchase warrants exercisable into Neural Shares at a price of $0.10 per Neural Share, and has an entitlement (“RSU Grant Entitlement“) to receive restricted share units of Neural (“Neural RSUs“) that would result in a grant of 366,667 Neural RSUs, together representing approximately 9.07% of the issued and outstanding Neural Shares on a non-diluted basis, and approximately 10.06% on a partially diluted basis assuming the exercise of Neural Seed Warrants, and grant and exercise of Neural RSUs pursuant to RSU Grant Entitlement, but without taking into account any other future share issuances by Neural. Following completion of the Plan of Arrangement, EWC and Mr. Wilson will own an aggregate of 3,711,469 Neural Shares, 66,667 Neural Seed Warrants and continue to have an RSU Grant Entitlement that would result in a grant of 366,667 Neural RSUs, representing approximately 9.40% of the issued and outstanding Neural Shares on a non-diluted basis, and approximately 10.39% on a partially diluted basis assuming the exercise of Neural Seed Warrants, and grant and exercise of Neural RSUs pursuant to RSU Grant Entitlement, but without taking into account any other future share issuances by Neural.
A copy of the Early Warning Report for each of HCA, Mr. Durfy, Vertical Peak, EWC and Mr. Wilson will appear on Neural’s SEDAR profile and may also be obtained by calling (888) 262-4645.
About Vertical Peak Holdings Inc.
Vertical Peak Holdings Inc. is focused on developing and manufacturing branded products in the cannabis industry with a specific focus on flower, pre-rolls, vapes, edibles and oil extracts for medical and adult recreational use. Vertical Peak operates and controls licenses in California, which include manufacturing, retail and cultivation operations in California. Vertical Peak’s main portfolio includes the OutCo and Thrive brands that it has acquired in 2021 pursuant to the acquisition of business of OutCo.
For updates on the Vertical Peak’s activities and highlights of the Vertical’s press releases and other media coverage, please visit www.high-fusion.com.
About Neural Therapeutics Inc.
Neural is a drug-discovery company focusing on plant-based active substances with the goal of delivering beneficial, over-the-counter dietary supplements and psychedelic-based therapeutic medicines to treat serious mental ailments where no significant treatment is available today. Neural’s key ingredient is mescaline derived from sustainable legal and cultivated sources, including the San Pedro cactus.
For further information, please contact:
Vertical Peak Holdings Inc.
Bill Gillespie, Chief Executive Officer and Director
(888) 262-4645
bgillespie@nutritionalhigh.com
Neural Therapeutics Inc.
Marc Lakmaaker, Investor Relations
T: +1.647.289.6640
E: mlakmaaker@gmail.com
Caution Regarding Forward-Looking Information:
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 include statements regarding: the timing of the distribution of the Neural shares, the development of the Corporation’s business, timing of receiving certain regulatory approvals and the ability of Neural to list on a Canadian stock exchange. 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. This forward-looking information reflects the Corporation’s current beliefs and is based on information currently available to the Corporation and on assumptions the Corporation believes are reasonable. These assumptions include, but are not limited to: the ability of the Corporation to successfully execute its business plans and legal changes relating to the cannabis industry proceeding as anticipated.
Neither the Corporation’s nor Neural’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 Corporation’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. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; the actual results of the Corporation’s future operations; competition; changes in legislation affecting the Corporation; 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; the timing and availability of external financing on acceptable terms; lack of qualified, skilled labor or loss of key individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; and a deterioration of financial markets that could limit the Corporation’s ability to obtain external financing.
A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Corporation’s disclosure documents on the SEDAR website at www.sedar.com. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Corporation as of the date of this press release and, accordingly, are subject to change after such date. However, the Corporation expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/167479
Record Q1 Net Revenue of $177 Million, Representing 15% Growth Year over Year
Increased #1 Cannabis Market Share Position in Canada to 13.4%
Grew Canadian Cannabis Revenue by 16.5% and International Cannabis Revenue by 37%
With Closing of Acquisition of Eight Craft Beer and Beverage Brands, Creating 5th Largest U.S. Craft Beer Brewer with 5% Market Share in Growing Craft Market
Conference Call to be Held at 8:30 a.m. ET Today
NEW YORK and LEAMINGTON, Ontario, Oct. 04, 2023 (GLOBE NEWSWIRE) — Tilray Brands, Inc. (“Tilray”, “our”, “we” or the “Company”) (Nasdaq: TLRY; TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, today reported financial results for its first quarter fiscal year 2024 ended August 31, 2023. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.
Irwin D. Simon, Tilray Brands’ Chairman and Chief Executive Officer, stated, “Today, Tilray Brands is the most diversified global cannabis-lifestyle and CPG company in the world with four distinct and complementary business segments – medical and adult-use cannabis, beverages including, craft beer, spirits, ready to drink mixed cocktails in a can, non-alcoholic drinks, THC and CBD beverages, wellness products, and medical distribution. The balance we have brought to our diversified business model has positioned Tilray Brands as the #1 Canadian cannabis LP, the market leader in medical cannabis across Europe, a leader in the hemp foods industry, and a formidable player in the fast-growing craft beverage-alcohol industry with a growing leadership position. We have strategically diversified our company globally over the past several years and, as a result, Tilray is now ideally positioned to capture a wide range of opportunities across multiple industries driving value through organic and acquisitive revenue growth, operating efficiencies, and improved margins and profitability. We will continue to invest in our future and accelerate our vision of becoming a multi-billion-dollar company with a portfolio of best-in-class brands.”
Mr. Simon continued, “Since the beginning of our FY 2024, we have closed on three transactions: HEXO Corp. in June, Truss Beverage Co. in August, and the acquisition of eight beer and beverage brands from Anheuser-Busch earlier this week. The HEXO and Truss acquisitions have already boosted our competitive cannabis positioning in Canada, the largest, federally legalized cannabis market in the world, by increasing our leading market share, while the beer and beverage brands acquisition has made us the 5th largest craft beer brewer in the U.S., up from the 9th position. We are now working on the seamless integration of these acquisitions into our efficient operating platforms by leveraging our deep CPG expertise and established track record to drive revenue through product innovation and expanded distribution and maximize cost savings through synergy realization.”
Financial Highlights – First Quarter Fiscal Year 2024
- Net revenue increased 15% to $177 million in the first quarter compared to $153 million in the prior year quarter.
- Gross profit was $44 million, while adjusted gross profit was $49 million in the quarter. Gross margin was 25%, while adjusted gross margin declined to 28% from 32% in the prior year quarter.
- Cannabis net revenue increased 20% to $70 million in the first quarter compared to $59 million in the prior year quarter. On a constant currency basis, net cannabis revenue was $71 million in the quarter, up 22% from the prior year quarter.
- Cannabis gross margin decreased to 28% in the quarter from 51% in the prior year quarter and cannabis adjusted gross margin decreased to 35% in the quarter from 51% in the prior year quarter, reflecting the prior year’s inclusion of the HEXO advisory fee revenue and the completion in our first quarter of a wholesale transaction designed to optimize inventory levels and generate $3.1 million of cash.
- Beverage alcohol net revenue increased 17% to $24 million in the first quarter from $21 million in the prior year quarter.
- Beverage alcohol gross margin increased to 53% in the quarter from 47% in the prior year quarter and adjusted gross beverage alcohol margin was 56% in the quarter compared to 53% in the prior quarter, reflecting an increase in beer as a percentage of sales mix along with the positive impact of the Montauk acquisition.
- Distribution net revenue increased 14% to $69 million in the first quarter compared to $61 million in the prior year quarter. On a constant currency basis, distribution revenue was $67 million in the quarter, up 11% from the prior year quarter.
- Distribution gross margin increased to 11% in the quarter from 9% in the prior year quarter, reflecting favorable sales mix and lower production costs.
- Net loss narrowed to $56 million in the first quarter compared to net loss of $66 million in the prior year quarter with a net loss per share of ($0.10) compared to ($0.13).
- Adjusted EBITDA was $11.4 million in the first quarter compared to $13.5 million in the prior year quarter primarily as a result of the prior year including HEXO advisory fee revenue.
- Achieved $17.1 million in annualized run-rate savings (and $2.9 million in actual cash cost savings) as part of the $27 million synergy plan related to the HEXO acquisition. We are on target to achieve our integration plan goals and we are confident HEXO will prove to be a successful acquisition.
- Achieved $6.8 million in annualized run-rate savings in connection with the $8.0 million cost reduction plan in Europe.
- Strong financial liquidity position of ~$466 million, consisting of $179 million in cash, including restricted cash and $287 million in marketable securities.
- Operating cash flow of $(16) million in the first quarter compared to $(46) million in the prior year quarter, representing an improvement of $30 million.
Operating Highlights
Leadership in Global Cannabis Operations, Brands, and Market Share, Further Solidified through Recent HEXO and Truss Acquisitions
- Tilray grew its #1 cannabis market share position to 13.4% in Q1 2024. The Company continues to hold the #1 market position across all major markets and a leading share across most product categories. Tilray is #1 in cannabis Flower, Oils, Concentrates and THC Beverages, and #2 in Pre-Rolls, #4 in Vape, and in the Top 10 in all other categories. The Company closed on the HEXO transaction in June 2023, significantly bolstering its position supported by low-cost operations and complementary distribution across all Canadian geographies.
- By capitalizing on the Company’s unrivaled cultivation and distribution operations and the leadership team’s depth of commercial and regulatory expertise, Tilray is focused on growing its leading market share in medical cannabis in the countries in which it distributes today and achieving early-mover advantage in new countries as cannabis legalization proliferates across Europe and other international markets. During Q1, the increase in international cannabis revenue was largely driven by expansion into emerging international medical markets.
Maximizing the Growth Potential of U.S. CPG and Craft-Beverage Lifestyle Brand Portfolio
- During Q1, Tilray made substantial strides in performance across its five craft-beverage brands including SweetWater Brewing Company, Breckenridge Distillery, and Montauk Brewing Company, growing revenue in its beverage alcohol segment by 17% and adjusted gross profit by 24%. Tilray’s wellness brand, Manitoba Harvest, maintained its brand leadership position in branded hemp with 52% market share and increased its gross margin to 29% from 26% through price increases.
- On September 29, 2023, Tilray closed on its acquisition of eight beer and beverage brands from Anheuser-Busch (NYSE: BUD). The acquired brands, consisting of Shock Top, Breckenridge Brewery, Blue Point Brewing Company, 10 Barrel Brewing Company, Redhook Brewery, Widmer Brothers Brewing, Square Mile Cider Company, and HiBall Energy, possess strong consumer loyalty and further diversify Tilray’s growing U.S. beverage alcohol segment. Their expected sales volume elevate Tilray Brands to the 5th largest position in the high-growth U.S. craft beer market, up from the 9th position.
- Upon federal cannabis legalization in the U.S., Tilray is well-positioned to immediately leverage its strong U.S. leadership position and strategic strengths across distribution and brands to include THC-infused products to maximize all commercial opportunities and drive significant additional revenue in adult-use cannabis through expanded recognition and distribution.
Fiscal Year 2024 Guidance
For its fiscal year ending May 31, 2024, the Company is reiterating its adjusted EBITDA target of $68 million to $78 million representing growth of 11% to 27% as compared to fiscal year 2023. In addition, the Company expects to generate positive adjusted free cash flow.
Management’s guidance for adjusted EBITDA is provided on a non-GAAP basis and excludes transaction expenses, restructuring charges, litigation costs, facility start-up and closure costs, lease expense, purchase price accounting step-up, changes in fair value of contingent consideration and other items carried at fair value, non-operating income (expenses), interest expense, net, income tax expense and other non-recurring items that may be incurred during the Company’s fiscal year 2024, which the Company will continue to identify as it reports its future financial results. Management’s guidance for adjusted free cash flow is provided on a non-GAAP basis and excludes our growth capex, projected integration costs related to HEXO and the cash income taxes related to Aphria Diamond.
The Company cannot reconcile its expected adjusted EBITDA to net income or adjusted free cash flow to operating cash flow under “Fiscal Year 2024 Guidance” without unreasonable effort because of certain items that impact net income and other reconciling metrics are out of the Company’s control and/or cannot be reasonably predicted at this time.
Tilray Brands Strategic Growth Actions – Fiscal Year 2024 to date
October 2023
- Tilray Brands Closes Transaction Acquiring Eight Beer & Beverage Brands From Anheuser-Busch; Solidifies Leadership Position in U.S. Craft Beer Market
September 2023
- Potently Canadian’ Cannabis Brand, CANACA, Launches ‘Let ‘Er Rip’ Campaign
- Tilray’s Best-Selling Beers Make Landfall at Atlantis, Bahamas
- Montauk Brewing Expands Distribution Beyond the Northeast
- Tilray Expands Market Leading Cannabis Portfolio with Launch of New Redecan Products Across Canada
August 2023
- RIFF Cannabis Launches New Diamond Infused Pre-Rolls and Blunts
- A New Chilled Ritual is Here: Solei Cannabis Launches Its First Sparkling CBD Beverages
- Tilray Brands Announces Acquisition of Truss Beverage Co.™
- Good Supply’s Fan Favourite Cannabis Strains Just Got ‘Juiced’
- Breckenridge Distillery Announces New and Expanded Partnership with the Denver Broncos
- Tilray Brands Announces Agreement to Acquire Eight Beer & Beverage Brands From Anheuser-Busch, Fueling Tilray’s Future in the U.S. Craft Beer Industry
- Montauk Brewing Further Expands Distribution Across Northeast and Launches Market Presence in Pennsylvania
July 2023
- Tilray Renews Distribution Agreement With Great North Distributors for Cannabis Sales Across Canada With Newly Expanded Brand Portfolio
- SweetWater Brewing Announces Partnership with ATLive and Mercedes Benz Stadium
- RIFF Cannabis Brand Launches New THC Beverages for Summer
- SweetWater Brewing Launches Gummies Beer A New Juicy Revolution
June 2023
- Tilray Brands Completes Acquisition of HEXO Corp. Leading Next Evolution of Canadian Cannabis
- Breckenridge Distillery Launches New Limited Release Collectors Art Series
- Montauk Brewing Company Celebrates 11-Year Anniversary and 2023 Summer Season Lineup
- Tilray Brands Expands Beer Portfolio and Launches Good Supply Light Beer
Live Conference Call and Audio Webcast
Tilray Brands will host a webcast to discuss these results today at 8:30 a.m. ET. Investors may join the live webcast available on the Investors section of the Company’s website at www.tilray.com. A replay will be available and archived on the Company’s website.
About Tilray Brands
Tilray Brands, Inc. (Nasdaq: TLRY; TSX: TLRY), is a leading global cannabis-lifestyle and consumer packaged goods company with four distinct and complementary business segments including medical and adult-use cannabis, medical distribution, wellness foods, and beverage-alcohol. Tilray Brands is on a mission to change people’s lives for the better – one person at a time – by inspiring and empowering the worldwide community to live their very best life, enhanced by moments of connection and wellbeing. Patients and consumers trust Tilray Brands to be the most responsible, trusted and market leading cannabis and consumer products company in the world with a portfolio of innovative, high-quality, and beloved brands that address the needs of the consumers, customers, and patients we serve. A pioneer in cannabis research, cultivation, and distribution, today Tilray Brands’ unprecedented and diversified production platform supports a portfolio of best-in-class brands in over 20 countries including comprehensive adult-use and medical cannabis offerings, hemp-based foods, and craft beverages across North America, Europe, Australia, and Latin America.
For more information on Tilray Brands, visit www.Tilray.com and follow @Tilray
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this press release constitute forward-looking information or forward-looking statements (together, “forward-looking statements”) under Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. Forward-looking statements can be identified by words such as “forecast,” “future,” “should,” “could,” “enable,” “potential,” “contemplate,” “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would” and the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Certain material factors, estimates, goals, projections or assumptions were used in drawing the conclusions contained in the forward-looking statements throughout this communication.
Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the Company’s ability to become the world’s leading cannabis-focused consumer branded company; the Company’s ability to achieve long term profitability; the Company’s ability to achieve operational scale, market share, distribution, profitability and revenue growth in particular business lines and markets; the Company’s ability to successfully achieve revenue growth, production and supply chain efficiencies, synergies and cost savings; the Company’s ability to generate $68-$78 million of Adjusted EBITDA and expectation to be cash-flow positive in its operating business in fiscal year 2024; the Company’s expected revenue growth, sales volume, profitability, synergies and accretion related to any of its acquisitions; expected opportunities upon U.S. federal legalization; the Company’s anticipated investments and acquisitions, including in organic and strategic growth, partnership efforts, product offerings and other initiatives; and the Company’s ability to commercialize new and innovative products.
Many factors could cause actual results, performance or achievement to be materially different from any forward-looking statements, and other risks and uncertainties not presently known to the Company or that the Company deems immaterial could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of these risks and other factors, see the most recently filed annual information form of the Company and the Annual Report on Form 10-K (and other periodic reports filed with the SEC) of the Company made with the SEC and available on EDGAR. The forward-looking statements included in this communication are made as of the date of this communication and the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.
Use of Non-U.S. GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures, including Adjusted gross margin, Adjusted gross profit, Adjusted EBITDA, free cash flow, adjusted free cash flow, constant currency presentations of revenue and cash and marketable securities. Management believes that the non-GAAP financial measures presented provide useful additional information to investors about current trends in the Company’s operations and are useful for period-over-period comparisons of operations. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should be read only in connection with the Company’s Consolidated Statements of Operations and Cash Flows presented in accordance with GAAP.
Certain forward-looking non-GAAP financial measures included in this press release are not reconciled to the comparable forward-looking GAAP financial measures. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Such items may include litigation and related expenses, transaction costs, impairments, foreign exchange movements and other items. The unavailable information could have a significant impact on the Company’s GAAP financial results.
The Company believes presenting net sales at constant currency provides useful information to investors because it provides transparency to underlying performance in the Company’s consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on period-to-period comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.
Adjusted EBITDA is calculated as net income (loss) before income tax benefits, net; interest expense, net; non-operating income (expense), net; amortization; stock-based compensation; change in fair value of contingent consideration; purchase price accounting step-up; facility start-up and closure costs; lease expense; litigation costs; restructuring costs and transaction (income) costs. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Adjusted gross profit, is calculated as gross profit adjusted to exclude the impact of inventory valuation adjustment and purchase price accounting valuation step-up. A reconciliation of Adjusted gross profit, excluding purchase price accounting valuation step-up, to gross profit, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Adjusted gross margin, excluding inventory valuation adjustments and purchase price accounting valuation step-up, is calculated as revenue less cost of sales adjusted to add back inventory valuation adjustments and amortization of inventory step-up, divided by revenue. A reconciliation of Adjusted gross margin, excluding inventory valuation adjustments and purchase price accounting valuation step-up, to gross margin, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Free cash flow is comprised of two GAAP measures which are net cash flow provided by (used in) operating activities less investments in capital and intangible assets, net. A reconciliation of net cash flow provided by (used in) operating activities to free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Adjusted free cash flow is comprised of two GAAP measures which are net cash flow provided by (used in) operating activities less investments in capital and intangible assets, net, and the exclusion of growth CAPEX from investments in capital and intangible assets, net, which excludes the amount of capital expenditures that are considered to be associated with growth of future operations rather than to maintain the existing operations of the Company, and excludes our projected integration costs related to HEXO and the cash income taxes related to Aphria Diamond to align with management’s prescribed guidance. A reconciliation of net cash flow provided by (used in) operating activities to adjusted free cash flow, the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Constant currency presentations of revenue are used to normalize the effects of foreign currency. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. Dollar are translated into U.S. Dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year. A reconciliation of prior year revenue to constant currency revenue the most directly comparable GAAP measure, has been provided in the financial statement tables included below in this press release. Cash and marketable securities are comprised of two GAAP measures, cash and cash equivalents added to marketable securities. The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its short-term liquidity position by combing these two GAAP metrics.
For further information:
Media: Berrin Noorata, news@tilray.com
Investors: Raphael Gross, +1-203-682-8253, Raphael.Gross@icrinc.com
| Consolidated Statements of Financial Position | |||||||
| August 31, | May 31, | ||||||
| (in thousands of US dollars) | 2023 | 2023 | |||||
| Assets | |||||||
| Current assets | |||||||
| Cash and cash equivalents | $ | 177,519 | $ | 206,632 | |||
| Restricted cash | 1,613 | – | |||||
| Marketable securities | 287,333 | 241,897 | |||||
| Accounts receivable, net | 82,076 | 86,227 | |||||
| Inventory | 232,075 | 200,551 | |||||
| Prepaids and other current assets | 44,943 | 37,722 | |||||
| Assets held for sale | 3,696 | – | |||||
| Total current assets | 829,255 | 773,029 | |||||
| Capital assets | 494,619 | 429,667 | |||||
| Right-of-use assets | 5,605 | 5,941 | |||||
| Intangible assets | 967,568 | 973,785 | |||||
| Goodwill | 2,009,673 | 2,008,843 | |||||
| Interest in equity investees | 4,638 | 4,576 | |||||
| Long-term investments | 7,564 | 7,795 | |||||
| Convertible notes receivable | 74,681 | 103,401 | |||||
| Other assets | 8,647 | 222 | |||||
| Total assets | $ | 4,402,250 | $ | 4,307,259 | |||
| Liabilities | |||||||
| Current liabilities | |||||||
| Bank indebtedness | $ | 14,594 | $ | 23,381 | |||
| Accounts payable and accrued liabilities | 238,081 | 190,682 | |||||
| Contingent consideration | 7,181 | 16,218 | |||||
| Warrant liability | 10,015 | 1,817 | |||||
| Current portion of lease liabilities | 2,324 | 2,423 | |||||
| Current portion of long-term debt | 13,489 | 24,080 | |||||
| Current portion of convertible debentures payable | 251,590 | 174,378 | |||||
| Total current liabilities | 537,274 | 432,979 | |||||
| Long – term liabilities | |||||||
| Contingent consideration | 13,000 | 10,889 | |||||
| Lease liabilities | 7,462 | 7,936 | |||||
| Long-term debt | 152,390 | 136,889 | |||||
| Convertible debentures payable | 120,861 | 221,044 | |||||
| Deferred tax liabilities | 169,633 | 167,364 | |||||
| Other liabilities | 74 | 215 | |||||
| Total liabilities | 1,000,694 | 977,316 | |||||
| Commitments and contingencies (refer to Note 18) | |||||||
| Stockholders’ equity | |||||||
| Common stock ($0.0001 par value; 980,000,000 common shares; 723,292,600 and 656,655,455 common shares issued and outstanding, respectively) | 72 | 66 | |||||
| Preferred shares ($0.0001 par value; 10,000,000 preferred shares authorized; nil and nil preferred shares issued and outstanding, respectively) | – | – | |||||
| Additional paid-in capital | 5,909,895 | 5,777,743 | |||||
| Accumulated other comprehensive loss | (43,561 | ) | (46,610 | ) | |||
| Accumulated Deficit | (2,487,032 | ) | (2,415,507 | ) | |||
| Total Tilray Brands, Inc. stockholders’ equity | 3,379,374 | 3,315,692 | |||||
| Non-controlling interests | 22,182 | 14,251 | |||||
| Total stockholders’ equity | 3,401,556 | 3,329,943 | |||||
| Total liabilities and stockholders’ equity | $ | 4,402,250 | $ | 4,307,259 | |||
| Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) | ||||||||||||||
| For the three months | ||||||||||||||
| ended August 31, | Change | % Change | ||||||||||||
| (in thousands of U.S. dollars, except for per share data) | 2023 | 2022 | 2023 vs. 2022 | |||||||||||
| Net revenue | $ | 176,949 | $ | 153,211 | $ | 23,738 | 15 | % | ||||||
| Cost of goods sold | 132,753 | 104,597 | 28,156 | 27 | % | |||||||||
| Gross profit | 44,196 | 48,614 | (4,418 | ) | (9 | )% | ||||||||
| Operating expenses: | ||||||||||||||
| General and administrative | 40,516 | 40,508 | 8 | 0 | % | |||||||||
| Selling | 6,859 | 9,671 | (2,812 | ) | (29 | )% | ||||||||
| Amortization | 22,225 | 24,359 | (2,134 | ) | (9 | )% | ||||||||
| Marketing and promotion | 8,535 | 7,248 | 1,287 | 18 | % | |||||||||
| Research and development | 79 | 166 | (87 | ) | (52 | )% | ||||||||
| Change in fair value of contingent consideration | (11,107 | ) | 211 | (11,318 | ) | (5,364 | )% | |||||||
| Litigation costs | 2,034 | 445 | 1,589 | 357 | % | |||||||||
| Restructuring costs | 915 | — | 915 | 0 | % | |||||||||
| Transaction (income) costs | 8,502 | (12,816 | ) | 21,318 | (166 | )% | ||||||||
| Total operating expenses | 78,558 | 69,792 | 8,766 | 13 | % | |||||||||
| Operating loss | (34,362 | ) | (21,178 | ) | (13,184 | ) | 62 | % | ||||||
| Interest expense, net | (9,835 | ) | (4,413 | ) | (5,422 | ) | 123 | % | ||||||
| Non-operating income (expense), net | (4,402 | ) | (32,992 | ) | 28,590 | (87 | )% | |||||||
| Loss before income taxes | (48,599 | ) | (58,583 | ) | 9,984 | (17 | )% | |||||||
| Income tax expense | 7,264 | 7,211 | 53 | 1 | % | |||||||||
| Net loss | $ | (55,863 | ) | $ | (65,794 | ) | $ | 9,931 | (15 | )% | ||||
| Net loss per share – basic and diluted | $ | (0.10 | ) | $ | (0.13 | ) | $ | 0.02 | (19 | )% | ||||
| Condensed Consolidated Statements of Cash Flows | |||||||||||||
| For the three months | |||||||||||||
| ended August 31, | Change | % Change | |||||||||||
| (in thousands of US dollars) | 2023 | 2022 | 2023 vs. 2022 | ||||||||||
| Cash used in operating activities: | |||||||||||||
| Net loss | $ | (55,863 | ) | $ | (65,794 | ) | $ | 9,931 | (15)% | ||||
| Adjustments for: | |||||||||||||
| Deferred income tax recovery | 59 | 796 | (737 | ) | (93)% | ||||||||
| Unrealized foreign exchange (gain) loss | (3,127 | ) | 10,026 | (13,153 | ) | (131)% | |||||||
| Amortization | 30,789 | 34,069 | (3,280 | ) | (10)% | ||||||||
| Loss on sale of capital assets | 3 | 77 | (74 | ) | (96)% | ||||||||
| Other non-cash items | (816 | ) | 2,080 | (2,896 | ) | (139)% | |||||||
| Stock-based compensation | 8,257 | 9,193 | (936 | ) | (10)% | ||||||||
| Loss on long-term investments & equity investments | 47 | 1,193 | (1,146 | ) | (96)% | ||||||||
| Loss on derivative instruments | 10,345 | 6,336 | 4,009 | 63% | |||||||||
| Change in fair value of contingent consideration | (11,107 | ) | 211 | (11,318 | ) | (5,364)% | |||||||
| Change in non-cash working capital: | |||||||||||||
| Accounts receivable | 13,044 | (3,068 | ) | 16,112 | (525)% | ||||||||
| Prepaids and other current assets | (4,654 | ) | (34,891 | ) | 30,237 | (87)% | |||||||
| Inventory | 3,650 | (232 | ) | 3,882 | (1,673)% | ||||||||
| Accounts payable and accrued liabilities | (6,469 | ) | (6,265 | ) | (204 | ) | 3% | ||||||
| Net cash used in operating activities | (15,842 | ) | (46,269 | ) | 30,427 | (66)% | |||||||
| Cash used in investing activities: | |||||||||||||
| Investment in capital and intangible assets, net | (4,152 | ) | (3,000 | ) | (1,152 | ) | 38% | ||||||
| Proceeds from disposal of capital and intangible assets | 342 | 1,463 | (1,121 | ) | (77)% | ||||||||
| Purchase of marketable securities, net | (45,436 | ) | – | (45,436 | ) | 0% | |||||||
| Net cash acquired from business acquisitions | 22,956 | – | 22,956 | 0% | |||||||||
| Net cash used in investing activities | (26,290 | ) | (1,537 | ) | (24,753 | ) | 1,610% | ||||||
| Cash provided by (used in) financing activities: | |||||||||||||
| Share capital issued, net of cash issuance costs | – | 129,593 | (129,593 | ) | (100)% | ||||||||
| Shares effectively repurchased for employee withholding tax | – | (1,189 | ) | 1,189 | (100)% | ||||||||
| Proceeds from long-term debt and convertible debt | 29,174 | 1,288 | 27,886 | 2,165% | |||||||||
| Repayment of long-term debt and convertible debt | (6,369 | ) | (5,196 | ) | (1,173 | ) | 23% | ||||||
| Repayment of lease liabilities | – | (1,035 | ) | 1,035 | (100)% | ||||||||
| Net increase in bank indebtedness | (8,787 | ) | 159 | (8,946 | ) | (5,626)% | |||||||
| Net cash provided by (used in) financing activities | 14,018 | 123,620 | (109,602 | ) | (89)% | ||||||||
| Effect of foreign exchange on cash and cash equivalents | 614 | (1,080 | ) | 1,694 | (157)% | ||||||||
| Net decrease in cash and cash equivalents | (27,500 | ) | 74,734 | (102,234 | ) | (137)% | |||||||
| Cash and cash equivalents, beginning of period | 206,632 | 415,909 | (209,277 | ) | (50)% | ||||||||
| Cash and cash equivalents, end of period | $ | 179,132 | $ | 490,643 | $ | (311,511 | ) | (63)% | |||||
| Net Revenue by Operating Segment | |||||||||||
| For the three months | For the three months | ||||||||||
| (In thousands of U.S. dollars) | August 31, 2023 | % of Total Revenue | August 31, 2022 | % of Total Revenue | |||||||
| Cannabis business | $ | 70,333 | 39% | $ | 58,570 | 38% | |||||
| Distribution business | 69,157 | 39% | 60,585 | 40% | |||||||
| Beverage alcohol business | 24,162 | 14% | 20,654 | 13% | |||||||
| Wellness business | 13,297 | 8% | 13,402 | 9% | |||||||
| Total net revenue | $ | 176,949 | 100% | $ | 153,211 | 100% | |||||
| Net Revenue by Operating Segment in Constant Currency | |||||||||||
| For the three months | For the three months | ||||||||||
| August 31, 2023 | August 31, 2022 | ||||||||||
| (In thousands of U.S. dollars) | as reported in constant currency | % of Total Revenue | as reported in constant currency | % of Total Revenue | |||||||
| Cannabis business | $ | 71,389 | 40% | $ | 58,570 | 38% | |||||
| Distribution business | 66,952 | 38% | 60,585 | 40% | |||||||
| Beverage alcohol business | 24,162 | 14% | 20,654 | 13% | |||||||
| Wellness business | 13,459 | 8% | 13,402 | 9% | |||||||
| Total net revenue | $ | 175,962 | 100% | $ | 153,211 | 100% | |||||
| Net Cannabis Revenue by Market Channel | |||||||||||
| For the three months | For the three months | ||||||||||
| (In thousands of U.S. dollars) | August 31, 2023 | % of Total Revenue | August 31, 2022 | % of Total Revenue | |||||||
| Revenue from Canadian medical cannabis | $ | 6,142 | 9% | $ | 6,520 | 11% | |||||
| Revenue from Canadian adult-use cannabis | 71,195 | 102% | 58,355 | 100% | |||||||
| Revenue from wholesale cannabis | 5,295 | 7% | 392 | 1% | |||||||
| Revenue from international cannabis | 14,252 | 20% | 10,422 | 18% | |||||||
| Less excise taxes | (26,551 | ) | -38% | (17,119 | ) | -30% | |||||
| Total | $ | 70,333 | 100% | $ | 58,570 | 100% | |||||
| Net Cannabis Revenue by Market Channel in Constant Currency | |||||||||||
| For the three months | For the three months | ||||||||||
| August 31, 2023 | August 31, 2022 | ||||||||||
| (In thousands of U.S. dollars) | as reported in constant currency | % of Total Revenue | as reported in constant currency | % of Total Revenue | |||||||
| Revenue from Canadian medical cannabis | $ | 6,310 | 9% | $ | 6,520 | 11% | |||||
| Revenue from Canadian adult-use cannabis | 73,111 | 102% | 58,355 | 100% | |||||||
| Revenue from wholesale cannabis | 5,458 | 8% | 392 | 1% | |||||||
| Revenue from international cannabis | 13,777 | 19% | 10,422 | 18% | |||||||
| Less excise taxes | (27,267 | ) | -38% | (17,119 | ) | -30% | |||||
| Total | $ | 71,389 | 100% | $ | 58,570 | 100% | |||||
| Other Financial Information: Key Operating Metrics | |||||
| For the three months | |||||
| ended August 31, | |||||
| (in thousands of U.S. dollars) | 2023 | 2022 | |||
| Net cannabis revenue | $ | 70,333 | $ | 58,570 | |
| Distribution revenue | 69,157 | 60,585 | |||
| Net beverage alcohol revenue | 24,162 | 20,654 | |||
| Wellness revenue | 13,297 | 13,402 | |||
| Cannabis costs | 50,517 | 28,861 | |||
| Beverage alcohol costs | 11,266 | 10,849 | |||
| Distribution costs | 61,468 | 54,984 | |||
| Wellness costs | 9,502 | 9,903 | |||
| Adjusted gross profit (excluding PPA step-up)(1) | 49,302 | 49,721 | |||
| Cannabis adjusted gross margin (excluding PPA step-up)(1) | 35% | 51% | |||
| Beverage alcohol adjusted gross margin (excluding PPA step-up)(1) | 56% | 53% | |||
| Distribution gross margin | 11% | 9% | |||
| Wellness gross margin | 29% | 26% | |||
| Adjusted EBITDA(1) | 11,434 | 13,531 | |||
| Cash and marketable securities(1)as at the period ended: | 464,852 | 490,643 | |||
| Working capital as at the period ended: | 291,981 | 637,623 | |||
| Other Financial Information: Gross Margin and Adjusted Gross Margin | ||||||||||||||
| For the three months ended August 31, 2023 | ||||||||||||||
| (In thousands of U.S. dollars) | Cannabis | Beverage | Distribution | Wellness | Total | |||||||||
| Net revenue | $ | 70,333 | $ | 24,162 | $ | 69,157 | $ | 13,297 | $ | 176,949 | ||||
| Cost of goods sold | 50,517 | 11,266 | 61,468 | 9,502 | 132,753 | |||||||||
| Gross profit | 19,816 | 12,896 | 7,689 | 3,795 | 44,196 | |||||||||
| Gross margin | 28% | 53% | 11% | 29% | 25% | |||||||||
| Adjustments: | ||||||||||||||
| Purchase price accounting step-up | 4,516 | 590 | – | – | 5,106 | |||||||||
| Adjusted gross profit | 24,332 | 13,486 | 7,689 | 3,795 | 49,302 | |||||||||
| Adjusted gross margin | 35% | 56% | 11% | 29% | 28% | |||||||||
| For the three months ended August 31, 2022 | ||||||||||||||
| (In thousands of U.S. dollars) | Cannabis | Beverage | Distribution | Wellness | Total | |||||||||
| Net revenue | $ | 58,570 | $ | 20,654 | $ | 60,585 | $ | 13,402 | $ | 153,211 | ||||
| Cost of goods sold | 28,861 | 10,849 | 54,984 | 9,903 | 104,597 | |||||||||
| Gross profit | 29,709 | 9,805 | 5,601 | 3,499 | 48,614 | |||||||||
| Gross margin | 51% | 47% | 9% | 26% | 32% | |||||||||
| Adjustments: | ||||||||||||||
| Purchase price accounting step-up | – | 1,107 | – | – | 1,107 | |||||||||
| Adjusted gross profit | 29,709 | 10,912 | 5,601 | 3,499 | 49,721 | |||||||||
| Adjusted gross margin | 51% | 53% | 9% | 26% | 32% | |||||||||
| Other Financial Information: Adjusted Earnings Before Interest, Taxes and Amortization | |||||||||||||
| For the three months | |||||||||||||
| ended August 31, | Change | % Change | |||||||||||
| (In thousands of U.S. dollars) | 2023 | 2022 | 2023 vs. 2022 | ||||||||||
| Net loss | $ | (55,863 | ) | $ | (65,794 | ) | $ | 9,931 | (15)% | ||||
| Income tax expense | 7,264 | 7,211 | 53 | 1% | |||||||||
| Interest expense, net | 9,835 | 4,413 | 5,422 | 123% | |||||||||
| Non-operating income (expense), net | 4,402 | 32,992 | (28,590 | ) | (87)% | ||||||||
| Amortization | 30,789 | 34,069 | (3,280 | ) | (10)% | ||||||||
| Stock-based compensation | 8,257 | 9,193 | (936 | ) | (10)% | ||||||||
| Change in fair value of contingent consideration | (11,107 | ) | 211 | (11,318 | ) | (5,364)% | |||||||
| Purchase price accounting step-up | 5,106 | 1,107 | 3,999 | 361% | |||||||||
| Facility start-up and closure costs | 600 | 1,800 | (1,200 | ) | (67)% | ||||||||
| Lease expense | 700 | 700 | – | 0% | |||||||||
| Litigation costs | 2,034 | 445 | 1,589 | 357% | |||||||||
| Restructuring costs | 915 | – | 915 | NM | |||||||||
| Transaction (income) costs | 8,502 | (12,816 | ) | 21,318 | (166)% | ||||||||
| Adjusted EBITDA | $ | 11,434 | $ | 13,531 | $ | (2,097 | ) | (15)% | |||||
| Other Financial Information: Free Cash Flow and Adjusted Free Cash Flow | |||||||||||||
| For the three months | |||||||||||||
| ended August 31, | Change | % Change | |||||||||||
| (In thousands of U.S. dollars) | 2023 | 2022 | 2023 vs. 2022 | ||||||||||
| Net cash used in operating activities | $ | (15,842 | ) | $ | (46,269 | ) | $ | 30,427 | (66)% | ||||
| Less: investments in capital and intangible assets, net | (3,810 | ) | (1,537 | ) | (2,273 | ) | 148% | ||||||
| Free cash flow | $ | (19,652 | ) | $ | (47,806 | ) | $ | 28,154 | (59)% | ||||
| Add: growth CAPEX | 1,687 | – | 1,687 | NM | |||||||||
| Add: cash income taxes related to Aphria Diamond | 5,714 | 5,487 | 227 | 4% | |||||||||
| Add: integration costs related to HEXO | 5,915 | – | 5,915 | NM | |||||||||
| Adjusted free cash flow | $ | (6,336 | ) | $ | (42,319 | ) | $ | 35,983 | (85)% | ||||
The receipt of the patent confirms the innovation and uniqueness of the Company’s technologies and strengthens its position as a leader in the cannabis space
TEL AVIV, Israel, Oct. 03, 2023 (GLOBE NEWSWIRE) — SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders and rare diseases of the central nervous system, announced today that The European Patent Office has granted it a new patent – European Application No. 16786064.2, title: Combinations of Cannabinoids and N-Acylethanolamines (the “Patent”). This Patent aligns with the Company’s objective to increase the safety of cannabinoids treatments while maintaining their therapeutic effects.
With this grant, the Company has been granted this patent in the United States, Japan and Australia, supporting the innovation of SciSparc in its technologies.
The Patent relates to compositions and methods for potentiating therapeutic effects and/or reducing side-effects of selected cannabinoids of the cannabis plant. The Patent provides pharmaceutical compositions comprising cannabinoids and N-acylethanolamines and methods for their use in a variety of indications amenable to treatment with cannabinoids.
“SciSparc’s assets continue to expand, both intellectual property alongside revenue generating assets,” said SciSparc’s Chief Executive Officer, Oz Adler. “The Company continues to be a leader in this space with a robust IP portfolio worldwide. We continue to believe that cannabinoid-based medicines have enormous therapeutic potential and therefore we continue to strengthen the patent protection around the technologies we develop”.
About SciSparc Ltd. (Nasdaq: SPRC):
SciSparc Ltd. is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company is currently engaged in the following drug development programs based on THC and/or non-psychoactive CBD: SCI-110 for the treatment of Tourette Syndrome, for the treatment of Alzheimer’s disease and agitation; SCI-160 for the treatment of pain; and SCI-210 for the treatment of ASD and status epilepticus. The Company also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seeds oil-based products on the Amazon.com Marketplace.
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, SciSparc is using forward-looking statements when it discusses that the therapeutic potential of cannabinoid-based medicines. Historical results of scientific research and clinical and preclinical trials do not guarantee that the conclusions of future research or trials will suggest identical or even similar conclusions. Because such statements deal with future events and are based on SciSparc’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of SciSparc could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in SciSparc’s Annual Report on Form 20-F filed with the SEC on May 1, 2023, and in subsequent filings with the U.S. Securities and Exchange Commission. Except as otherwise required by law, SciSparc disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.
Investor Contact:
IR@scisparc.com
Tel: +972-3-6167055
Cannabis
Global Cannabidiol (CBD) Market Report 2023-2027 & 2032 Featuring Major Players – ENDOCA, Cannoid, Medical Marijuana, Inc, Folium Biosciences, & Elixinol
Dublin, Oct. 03, 2023 (GLOBE NEWSWIRE) — The “Cannabidiol Global Market Report 2023” report has been added to ResearchAndMarkets.com’s offering.
The global cannabidiol market grew from $6.82 billion in 2022 to $9.4 billion in 2023 at a compound annual growth rate (CAGR) of 37.8%. The cannabidiol market is expected to grow to $31.85 billion in 2027 at a CAGR of 35.7%.
The cannabidiol (CBD) market encompasses a range of CBD products, including full-spectrum CBD, broad-spectrum CBD, and CBD isolate, with values reflecting the factory gate values or the prices at which manufacturers and creators sell their goods. These goods are distributed to downstream manufacturers, wholesalers, distributors, retailers, and end customers, and the market’s value includes related services offered by the creators of these CBD products.
CBD, derived from cannabis plants, serves various purposes, from treating epilepsy, anxiety, and pain to addressing conditions like dystonia, Parkinson’s disease, and Crohn’s disease. It also finds applications in coffee and skincare products and pet treats.
In 2022, North America emerged as the largest region in the cannabidiol market, while the Asia-Pacific region is projected to witness the fastest growth in the forecast period. The market report covers regions such as Asia-Pacific, Western Europe, Eastern Europe, North America, South America, the Middle East, and Africa.
Cannabidiol products come in various forms, including oils, tinctures, suppositories, transdermal patches, vape oils, isolates, creams, roll-ons, capsules, tablets, and more. CBD oil, for instance, is extracted from cannabis plants and diluted with carrier oils like coconut or hemp seed oil. These products have diverse applications, from medical and personal use to pharmaceuticals and wellness, and they are distributed through channels such as hospital pharmacies, retail pharmacies, online stores, and others.
One driving force behind the cannabidiol market’s growth is the increasing acceptance and use of CBD products, thanks to government approvals. Recognizing the potential medical benefits of cannabidiol, governments worldwide are taking steps to improve regulatory pathways for lawful CBD product marketing, ensuring public health while promoting market growth. For instance, in January 2022, Australia’s Therapeutic Goods Administration approved a substantial number of SAS Category B applications for unapproved medicinal cannabis products.
Product innovation is a noteworthy trend in the cannabidiol market, allowing companies to stand out in a competitive landscape and attract more customers. For example, Cibdol, a Netherlands-based CBD and wellness company, launched its exclusive CBD Oil 2.0 range in December 2021, featuring higher levels of essential compounds like CBC, CBG, CBN, and CBDa alongside pure CBD. This innovative CBD oil formula addresses various modern living-related challenges, from appetite and mood to pain and sleep.
Additionally, in August 2021, Canada-based greenhouse produce company Village Farms International Inc. acquired Balanced Health Botanicals for $75 million, strengthening its position in the US retail CBD market. Balanced Health Botanicals is known for producing high-quality health and wellness products in the hemp-derived CBD market, aligning with Village Farms International Inc.’s expansion goals.
These developments underscore the dynamic nature of the cannabidiol market, driven by factors like government approvals and product innovation, promising growth and evolution in the foreseeable future.
Key Attributes:
| Report Attribute | Details |
| No. of Pages | 200 |
| Forecast Period | 2023 – 2027 |
| Estimated Market Value (USD) in 2023 | $9.4 billion |
| Forecasted Market Value (USD) by 2027 | $31.85 billion |
| Compound Annual Growth Rate | 35.7% |
| Regions Covered | Global |
Major players in the cannabidiol market are
- ENDOCA
- Cannoid, LLC
- Medical Marijuana, Inc.
- Folium Biosciences
- Elixinol
- NuLeaf Naturals, LLC
- Isodiol International, Inc.
- Pharmahemp d.o.o.
- Canopy Growth Corp
- CV Sciences Inc.
- Endoca BV
- Medterra
- The Cronos Group
- CBD American Shaman LLC
- Walgreens Boots Alliance
- Aphria, Inc.
- Maricann, Inc.
- Tilray
- Organigram Holding, Inc.
- CannTrust
Key Topics Covered:
1. Executive Summary
2. Cannabidiol Market Characteristics
3. Cannabidiol Market Trends And Strategies
4. Cannabidiol Market – Macro Economic Scenario
4.1 COVID-19 Impact On Cannabidiol Market
4.2 Ukraine-Russia War Impact On Cannabidiol Market
4.3 Impact Of High Inflation On Cannabidiol Market
5. Cannabidiol Market Size And Growth
5.1. Global Cannabidiol Historic Market, 2017-2022, $ Billion
5.1.1. Drivers Of The Market
5.1.2. Restraints On The Market
5.2. Global Cannabidiol Forecast Market, 2022-2027F, 2032F, $ Billion
5.2.1. Drivers Of The Market
5.2.2. Restraints On the Market
6. Cannabidiol Market Segmentation
6.1. Global Cannabidiol Market, Segmentation By Product, Historic and Forecast, 2017-2022, 2027F, 2032F, $ Billion
- Oil
- Tinctures
- Suppository
- Transdermal Patches
- Vape Oil
- Isolates
- Creams And Roll-On
- Capsules
- Tablet
- Other Products
6.2. Global Cannabidiol Market, Segmentation By Source, Historic and Forecast, 2017-2022, 2027F, 2032F, $ Billion
- Marijuana
- Hemp
6.3. Global Cannabidiol Market, Segmentation By Treatment, Historic and Forecast, 2017-2022, 2027F, 2032F, $ Billion
- CBD Oil
- Supplements
6.4. Global Cannabidiol Market, Segmentation By Application, Historic and Forecast, 2017-2022, 2027F, 2032F, $ Billion
- Medical
- Personal Use
- Pharmaceuticals
- Wellness
6.5. Global Cannabidiol Market, Segmentation By Distribution Channel, Historic and Forecast, 2017-2022, 2027F, 2032F, $ Billion
- Hospital Pharmacies
- Retail Pharmacies
- Online Stores
- Other Distribution Channels
7. Cannabidiol Market Regional And Country Analysis
7.1. Global Cannabidiol Market, Split By Region, Historic and Forecast, 2017-2022, 2027F, 2032F, $ Billion
7.2. Global Cannabidiol Market, Split By Country, Historic and Forecast, 2017-2022, 2027F, 2032F, $ Billion
For more information about this report visit https://www.researchandmarkets.com/r/j8zzen
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