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RumbleOn, Inc. Announces Pricing of $30 Million Convertible Notes and $9.5 Million Common Stock Private Offerings

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DALLAS–(BUSINESS WIRE)–RumbleOn, Inc. (NASDAQ: RMBL) today announced the pricing of $30 million
aggregate principal amount of 6.75% convertible senior notes due 2024
(the “notes”) in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Act”). In addition, RumbleOn today announced the pricing of a private
placement, pursuant to Regulation D under the Act, of 1,900,000 shares
of its Class B Common Stock (the “Class B Common Stock”) at a price of
$5.00 per share. The offerings are expected to close on May 14, 2019,
subject to customary closing conditions, and are expected to result in
aggregate net proceeds of approximately $36.4 million, after deducting
the initial purchaser’s discounts and commissions, placement agent fees
and estimated offering expenses. Neither offering is contingent upon the
closing of the other offering.

The notes will be senior unsecured obligations of RumbleOn, and interest
of 6.75% per year will be payable semi-annually in arrears on May 1 and
November 1 of each year, beginning on November 1, 2019. The notes will
mature on May 1, 2024 unless repurchased, redeemed or converted in
accordance with their terms prior to such date.

RumbleOn expects to use approximately $11.1 million of the net proceeds
from the offerings to refinance certain outstanding restrictive
indebtedness and the remainder for other general corporate purposes,
which may include increased spending on marketing and advertising, and
expenditures necessary to grow the business. Pending these uses,
RumbleOn may invest the net proceeds in short-term interest-bearing
investment grade instruments.

The initial conversion rate for the notes is 173.9130 shares of Class B
Common Stock per $1,000 principal amount of notes (which is equivalent
to an initial conversion price of approximately $5.75 per share of Class
B Common Stock). The initial conversion price of the notes represents a
premium of 15% to the $5.00 per share sales price in the Class B Common
Stock private placement. Prior to the close of business on the business
day immediately preceding November 1, 2023, the notes will be
convertible at the option of the noteholders only upon the satisfaction
of specified conditions and during certain periods. Thereafter until the
close of business on the business day preceding the maturity date, the
notes will be convertible at the option of the noteholders at any time
regardless of these conditions. Conversions of the notes will be settled
in cash, shares of Class B Common Stock or a combination thereof, at
RumbleOn’s election, as well as, under certain circumstances, a
make-whole premium payable in cash or Class B Common Stock.

RumbleOn may not redeem the notes prior to May 6, 2022. RumbleOn may
redeem all or any portion of the notes, at its option, for cash on or
after May 6, 2022 if the last reported sale price of the Class B Common
Stock has been at least 150% of the conversion price then in effect for
at least 20 trading days (whether or not consecutive), including the
trading day immediately before the date on which RumbleOn provides
notice of redemption, during any 30 consecutive trading day period
ending on, and including, the trading day immediately before the date on
which RumbleOn provides notice of redemption at a redemption price equal
to 100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest to, but excluding, the redemption date.

Upon the occurrence of certain events that constitute a fundamental
change under the indenture governing the notes, holders of the notes
will have the right to require RumbleOn to repurchase all or a portion
of their notes at a repurchase price equal to 100% of their principal
amount, plus accrued and unpaid interest to, but excluding the
repurchase date. Under certain circumstances, RumbleOn will also be
required to increase the conversion rate for holders who convert their
notes in connection with certain events, including any fundamental
change, occurring prior to the maturity date or in connection with
RumbleOn’s issuance of a notice of redemption.

This announcement is neither an offer to sell nor a solicitation of an
offer to buy any securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful. The notes, the shares of Class B
Common Stock issuable upon conversion of the notes, if any, and the
shares of Class B Common Stock to be sold in the concurrent common stock
offering have not been, and will not be, registered under the Act or the
securities laws of any other jurisdiction and may not be offered or sold
in the United States without registration or an applicable exemption
from registration requirements. We have granted certain registration
rights to the holders of the securities sold in these offerings.

Forward-Looking Statements

This press release includes forward-looking statements within the
meaning of Section 27A of the Act and Section 21E of the Securities
Exchange Act of 1934. These statements involve risks and uncertainties
that could cause actual results to differ materially, including, but not
limited to, whether RumbleOn will be able to consummate the offering of
notes and the Class B Common Stock, the satisfaction of customary
closing conditions with respect to the offerings, and the anticipated
use of net proceeds of the offerings which could change as a result of
market conditions or for other reasons. Forward-looking statements may
be identified by the use of the words “may,” “will,” “expect,” “intend,”
and other similar expressions. These forward-looking statements are
based on estimates and assumptions by RumbleOn’s management that,
although believed to be reasonable, are inherently uncertain and subject
to a number of risks. Actual results may differ materially from those
anticipated or predicted by RumbleOn’s forward-looking statements. All
forward-looking statements are subject to other risks detailed in
RumbleOn’s Annual Report on Form 10-K for the year ended December 31,
2018 and the risks discussed in RumbleOn’s other filings with the
Securities and Exchange Commission. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the
date hereof. All forward-looking statements are qualified in their
entirety by this cautionary statement, and RumbleOn undertakes no
obligation to revise or update this press release to reflect events or
circumstances after the date hereof, except as required by applicable
law.

Contacts

Investor Relations:
The Blueshirt Group
Whitney Kukulka
[email protected]

Press Contact
RumbleOn
Martin McBride
[email protected]


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Innocan

Innocan Pharma Announces Study Findings that LPT-CBD maintains its prolonged release in Rabbits

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HERZLIYA, Israel and CALGARY, AB, Feb. 26, 2024 /PRNewswire/ — Innocan Pharma Corporation (CSE: INNO) (FSE: IP4) (OTCQB: INNPF) (“Innocan” or the “Company”), a pioneer in the pharmaceutical and biotechnology industries, is pleased to announce the latest findings from the Company’s pharmacokinetic study of its LPT-CBD platform in rabbits.

The fundamentals of LPT-CBD lay in its ability to slowly release CBD into the blood stream. Studies conducted in various animal models including mice, dogs, goats, and sheep showed long pharmacokinetics of CBD that persisted up to several weeks. In the Company’s latest study conducted on rabbits, the results showed additional supportive data for the long exposure of CBD obtained following a single subcutaneous LPT-CBD injection.   

The Company is encouraged by these study results as they confirm the approach the Company is taking with its LPT platform. The results from studies of several organisms injected with the Company’s liposomal CBD –have consistently demonstrated that a detectable CBD level could be maintained for weeks following one injection. The Company will continue with human trials in the near future.

Pharmacokinetics (PK) is an important tool that helps evaluate the bioavailability and exposure level of a specific drug. Parameters such as maximal blood drug concentration (cMax), time to reach cMax (Tmax) and half-life of the drug are calculated based on data collected from blood analysis of the drug across a determined time. The collected PK parameters along with other tests help to define the required dose of a drug to achieve a maximal therapeutic effect. In the study conducted on rabbits, the animals were collected for blood analysis of the drug for up to 11 days. As expected, the animals presented a persistent CBD concentration in their blood that maintained through the entire testing period. This correlates to PK results obtained from other species, supporting the long CBD exposure and the necessity of only a single LPT-CBD injection to obtain a long and wide therapeutic window for CBD.   

About Innocan Pharma:

Innocan is a pharmaceutical tech company that operates under two main segments: Pharmaceuticals and Consumer Wellness. In the Pharmaceuticals segment, Innocan focuses on developing innovative drug delivery platform technologies comprises with cannabinoids science, to treat various conditions to improve patients’ quality of life. This segment involves two drug delivery technologies: (i) LPT CBD-loaded liposome platform facilitating exact dosing and the prolonged and controlled release of CBD into the blood stream. The LPT delivery platform research is in the preclinical trial phase for two indications: Epilepsy and Pain Management. In the Consumer Wellness segment, Innocan develops and markets a wide portfolio of innovative and high-performance self-care products to promote a healthier lifestyle. Under this segment Innocan has established a Joint Venture by the name of BI Sky Global Ltd. that focuses developing on advanced targeted online sales. https://innocanpharma.com/

Contact Information:

For Innocan Pharma Corporation:
Iris Bincovich, CEO
+1 5162104025
+972-54-3012842
+442037699377
info@innocanpharma.com

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION 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, including, without limitation, the Company’s plans for human trials of its LPT-CBD platform, 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, including expectations and assumptions concerning the anticipated benefits of the products, satisfaction of regulatory requirements in various jurisdictions and satisfactory completion of production and distribution arrangements.

Forward-looking information is subject to various risks and uncertainties that could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include but are not limited to: global and local (national) economic, political, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; and potential disruption of relationships with suppliers, manufacturers, customers, business partners and competitors. There are also risks that are inherent in the nature of product distribution, including import/export matters and the failure to obtain any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for entry to markets may change for a number of reasons, including the inability to secure necessary regulatory requirements, or the need for additional time to conclude and/or satisfy the manufacturing and distribution arrangements. 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 can be found in Innocan’s public reports and filings which are available under Innocan’s profile at www.sedarplus.ca.

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 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.

Logo: https://mma.prnewswire.com/media/2046271/3968398/Innocan_Pharma_Corporation_Logo.jpg

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SCHWAZZE

Schwazze Appoints Forrest Hoffmaster as Interim Chief Executive Officer

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schwazze-appoints-forrest-hoffmaster-as-interim-chief-executive-officer

DENVER, Feb. 23, 2024 /PRNewswire/ — Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (NEO: SHWZ) (“Schwazze” or the “Company”), today announced that Forrest Hoffmaster, the Company’s Chief Financial Officer, has been appointed to the additional role of interim Chief Executive Officer (“CEO”). This follows Nirup Krishnamurthy’s resignation as CEO and as a member of the Board of Directors (“Board”), effective February 20, 2024, due to personal reasons.

Mr. Hoffmaster, who joined the Company in January 2023, brings over 30 years of executive experience in finance and operations for both public and private companies. Prior to Schwazze, Mr. Hoffmaster served as CEO of New Seasons Market, a specialty gourmet food retailer, where he navigated the company through one of the most disruptive periods in the retail grocery industry. Under his leadership, Mr. Hoffmaster implemented a focused growth and cost optimization program, enabling the company to grow EBITDA by over 30% in two years. Prior to New Seasons Market, Forrest held leadership positions with other leading grocers including Whole Foods Market and H-E-B.

“Forrest is well-positioned to seamlessly step in and lead the Company’s day-to-day operations as we conduct our search for a permanent successor,” said Justin Dye, Chairman of the Board. “With Forrest’s proven track record and deep retail expertise, we plan to continue leveraging our operating playbook to drive strong Adjusted EBITDA margins and consistent cash flow generation. On behalf of the Board, I’d like to wish Nirup the best in his future endeavors.”

About Schwazze

Schwazze (OTCQX: SHWZ) (NEO: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to take its operating system to other states where it can develop a differentiated regional leadership position. Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale.

Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes. The Company’s leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector.

Medicine Man Technologies, Inc. was Schwazze’s former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc. Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth. To learn more about Schwazze, visit https://schwazze.com/.

Forward-Looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intends,” “plans,” “strategy,” “prospects,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other words of similar meaning in connection with a discussion of future events or future operating or financial performance, although the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual events and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) regulatory limitations on our products and services and the uncertainty in the application of federal, state, and local laws to our business, and any changes in such laws; (ii) our ability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (iii) our ability to identify, consummate, and integrate anticipated acquisitions; (iv) general industry and economic conditions; (v) our ability to access adequate capital upon terms and conditions that are acceptable to us; (vi) our ability to pay interest and principal on outstanding debt when due; (vii) volatility in credit and market conditions; (viii) the loss of one or more key executives or other key employees; and (ix) other risks and uncertainties related to the cannabis market and our business strategy. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

Investor Relations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
(720) 330-2829
[email protected] 

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Cannabis

Hemp, Inc. Reports: Hemp-Based Foods Market Set to Reach $8.36 Billion by 2028

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GrassNews.net: Your premier portal for the latest developments in the cannabis industry. We provide timely news, insightful analysis, and in-depth features on everything from legislation changes and business trends, to scientific research and lifestyle topics. Stay informed and navigate the rapidly evolving cannabis landscape with GrassNews.net..

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