Aleafia Health Inc ALEAF

preliminary short from base shelf prospectus

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CONSOLIDATED CAPITALIZATION On February 2, 2021, the Company announced the full repayment in cash of the 8% unsecured convertible debt issued by the Company’s wholly-owned subsidiary Emblem Corp. in the amount of $25,000,000 plus accrued interest to the date of payment in the amount of $178,572.49 (the “Repayment”). On March 9, 2021, the Company announced that it closed the March 2021 Offering, which included a partial exercise of the over-allotment option. Each unit issued in the March 2021 Offering consisted of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a “March 2021 Warrant”). Each March 2021 Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $1.05, for a period of 24 months following the closing of the March 2021 Offering. Other than the Repayment and the March 2021 Offering, there have been no material changes in the Company’s share or loan capitalization on a consolidated basis since the date of the Annual Financial Statements. Any material change in, and the effect of such material change on, the Company’s share or loan capitalization will be provided as required in the applicable Prospectus Supplement with respect to the issuance of Securities