Explores Possible Nasdaq Listing/ Announces $2.5 M NB PP Fin Vancouver, British Columbia – TheNewswire - September 3, 2021 - BYND Cannasoft Enterprises Inc. (“BYND” or the “Company”) is pleased to announce that has begun the process of applying to list its common shares for trading on the Nasdaq Capital Market (the “Nasdaq Listing”). In connection with the proposed Nasdaq Listing, the Company has engaged U.S. legal counsel to provide advice on U.S. securities law matters and to assist with the preparation and filing of a Form 20-F Registration Statement with the U.S. Securities and Exchange Commission. The Company estimates that if successful, the Nasdaq Listing process will take approximately 6 months to complete. Readers are cautioned that the Company has not yet submitted its formal application for the Nasdaq Listing and there is no guarantee that the Nasdaq Listing will be approved.
In connection with the proposed Nasdaq Listing, the Company has negotiated a private placement financing with a single high net worth investor, AGROINVESTMENT S.A. which will see the Company issue 2,403,846 common shares (the “BYND Shares”) at an issue price of $1.04 per share as well as 400,000 non-transferable share purchase warrants (the “BYND Warrants”) to the investor in exchange for $2,500,000 of gross proceeds (the “Private Placement”). Each BYND Warrant will entitle the investor to acquire one (1) additional common share of BYND, at a price of $1.30 per share, for a period of two (2) years. All of the BYND Shares, BYND Warrants and any shares issuable upon exercise of the BYND Warrants, will be subject to a four month hold period calculated from the closing of the Private Placement.
Pending completion of the Nasdaq Listing, the Company has agreed to loan the $2,500,000 of Private Placement proceeds back to the investor (the “Investor Loan”) and the investor has agreed to deposit the BYND Shares and BYND Warrants into escrow with Pershing LLC. as security for the Investor Loan. Upon successful completion of the Nasdaq Listing, the entire Investor Loan amount will immediately become due and repayable to the Company, without interest and if repaid when due the BYND Shares and BYND Warrants will be released to the investor and the investor will acquire a right to nominate one (1) person for election to serve on BYND’s board.
If the Investor Loan is not repaid when due or if the Nasdaq Listing has not otherwise occurred by April 30, 2022, the escrow agent will return the BYND Shares and BYND Warrants to BYND, for cancellation and the Investor Loan will be forgiven.
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Closing of the Private Placement and the Investor Loan transaction is subject to a number of conditions for the benefit of each party, including applicable regulatory approvals and in the case of BYND, board approval.
Mr. Yftah Ben Yaackov, the BYND’s CEO noted that “We are realizing the company's vision. The possibility of listing on the Nasdaq Capital Market along with the latest financing will help us realize and accelerate the strategic plan to expand the Company's activities in Israel and abroad, while creating real value for our shareholders”.
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