RE:Another Deal DoneThe details...
The Company is pleased to announce the closing of its previously announced acquisition of substantially all of the assets of Calyx. Calyx is a leading distributor of cannabis products throughout California and is conditionally approved for a Distributor and Transporter Permit issued by the City of Oakland, and also holds a Temporary Medicinal Distributor License and Temporary Recreational Distributor License issued by California Bureau of Cannabis Control.
Pursuant to the terms of the asset purchase agreement (the "APA") between the Company and Calyx, the purchase price payable by the Company consisted of:
| (a) | | a cash payment of USD $400,000; |
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| (b) | | the issuance of USD $400,000 worth of common shares ("Shares") of the Corporation representing 2,025,412 common shares in the Company; |
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| (c) | | the issuance of a secured promissory note in the principal amount of USD $950,000; and |
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| (d) | | subject to achieving certain annual gross revenue targets for the two year period commencing after the closing of the APA, up to an additional aggregate amount of USD $600,000, comprised of 50% cash and 50% common shares of the Company (the "Earn-Out Shares"), at a price equal to the volume weighted average price of the Company's common shares for ten trading days prior to the date the Earn-Out Shares are eligible to be received. |
In connection with the closing of the APA, the Company also paid a cash finder's fee of USD $92,500 (CDN $119,436) to Bowman Hanson, a San Francisco investment bank.
Jim Frazier, CEO of Nutritional High commented – "We are very pleased to have closed the acquisition of Calyx and look forward to integrating the Calyx team into our operations across North America. We believe Calyx will provide a strategic platform and established sales channel for our FLI branded products. Calyx has played a key role in the FLI Branded product launch in California and has successfully landed a number of the major dispensaries in the market. Our goal is to expand Calyx into all regions of California and develop programs that will be keyed to customer satisfaction and deliver solid results for our clients."
Issuance of Stock Options
The Company is pleased to announce that the board has approved the issuance of an aggregate of 500,000 stock options ("Stock Options") to Sonia Agustina, Chief Financial Officer. The Stock Options were granted on February 21st, 2018 and are exercisable into Common Shares at a price of $0.50per Common Share for a period of five years from the date of issuance, subject to certain vesting provisions in accordance with the Company’s stock option plan.
In connection with the APA, Nutritional High has hired certain employees of Calyx who have been granted stock options pursuant to the Company’s stock option plan. The board has approved the issuance of 450,000 stock options to the employees. The Stock Options were granted on March 15th, 2018 and are exercisable into Common Shares at a price of $0.51 per Common Share for a period of five years from the date of issuance, subject to certain vesting provisions in accordance with the Company’s stock option plan.