| Dear Valued Shareholders, I hope this newsletter finds you all well! As you have recently learned, we announced the acquisition of Wikala this past Tuesday and I wanted to take the time to provide greater insight into the strategic rationale behind the acquisition and answer some of your questions and concerns raised in various social posts. Together with the recent launch of our new Oki website, feeloki.com, I strongly believe this acquisition gives us the ammunition to create a consumer trusted ecosystem that will enhance the visibility of Phivida brands and create brand loyalty not only in Canada and in the U.S., but globally. 132 Days: You may wonder what the significance of this number is. It is the exact number of days since the U.S. Farm Bill passed. It is also the exact number of days since Scott Gottlieb from the FDA weighed in and opened the door ever so slightly on a potential review of CBD in food and beverage products. Since making his comments, the industry has essentially been left in limbo, and it has created a lot of uncertainty and stalled the plans of many retailers who were ready to jump into the category – including the ones we had met with. The significance of this lack of clarity should not go unnoticed as it has delayed the launch of CBD food and beverage lines by most traditional retailers. Fast forward to today, Scott Gottlieb has since departed the FDA, they have only appointed an “acting” commissioner, and we are still waiting for their point of view. While this may seem concerning, I am encouraged by states like California, that are in the process of passing legislation AB-228, which will allow the use of CBD in food and beverages. This legislation has already gone through two readings, and both have been uncontested. I am also encouraged by the fact that the grocery industry has a tremendous lobbying voice in Washington, and between their efforts and the immense consumer demand, I believe it will force the FDA to establish a point of view on this category in the very near term. Control the “Controllables”: As I often say in life and business, control the “controllables,” and while I can’t control the FDA, we can certainly take control of our financial destiny and provide a robust direct to customer (DTC) platform to provide greater accessibility to our portfolio of amazing products. Since taking on my role with Phivida, I have consistently communicated both internally and externally that we need to think and act with the mindset of DTC first. This is not to say that we are abandoning our retail efforts, quite the contrary: we are continuing to meet with retailers and distributors alike to build out distribution. Along with building out national account sales and distribution, we have been actively meeting with potential regional distributors to establish a robust direct to store delivery (DSD) platform, which will complement our national account selling and distribution efforts. The importance of creating a DSD platform is to service the “up and down the street” businesses more likely to list our products in their stores. I am sure you will agree that “hope and waiting” is not a good strategy and being pragmatic is the only way to solve for the headwinds we are currently facing with the FDA and traditional retail. I am confident in saying that the retailers we have met with thus far are all lined up in the starting gates and we are simply waiting for the starter pistol to go off. Why buy a third-party site and not focus on our owned site? Our owned sites are a priority for us, and we have begun to see momentum with Vida+ along with our recently launched OKI site. However, it is hard to ignore the elephant in the room, and that is that consumers desire to both gather information and purchase products online and that this behaviour is only gaining momentum. I believe this to be especially true when you consider our category and product offerings along with our target consumer. It was recently announced in the news that for the first time in history, USA online sales in February surpassed traditional bricks and mortar sales. Clearly, this is a trend that will continue, and we need to be where the consumer is. As you know, David Moon has created the Green Camp platform that has over 400,000 monthly active users (MAUs) – more than double that of Namaste and Lift & Co. It is a content-driven information platform with over 80 percent of his users being USA-based. It should also be mentioned that the traffic generated on his site is all organic, and David is confident that he can achieve 1,000,000 MAUs in a very short period. So, consider for a moment, having 400,000 MAUs and growing and having a captive audience to guide them from research to purchase without ever having to leave our site. Then consider Wikala’s platform and business model where we don’t own any inventory, we don’t own warehousing and logistics, and we achieve over 40 percent margins. I am sure you will agree, as would most retailers, that this is one of the most desirable business models today. I also firmly believe that by creating a trusted ecosystem that surrounds the consumer with all of our products and services, we will quickly become the online leaders in a very short period. The Wikala launch date is scheduled for July 1st, 2019 and will immediately begin to generate revenue and profits for the company. Why did you pay $22.5M? This purchase price was not merely a random price agreed upon by both parties. We arrived at this number after extensive third-party consultation. Upon agreeing with David that we both saw synergies between our respective companies, I secured the services of a law firm to conduct due diligence while in parallel securing the services of a Bay Street securities firm to conduct a fairness report. For those of you unfamiliar with a fairness report, they perform two analyses in parallel using completely two different methodologies: a discounted cash flow analysis as well as a comparable analysis looking at similar platforms both inside and outside our industry. After reviewing both methodologies along with the due diligence, I can confidently say that this is a fair deal for both parties. Also, 87 percent of the shares issued for the acquisition of Wikala.com Inc, are subject to a lock-up agreement restricting the transfer or sale of the shares for a period of 12 months. This lock-up ensures that the principals of Wikala are entirely aligned with Phivida shareholders in being committed to our success. I would also like to touch on David Moon himself. I have now been in the industry for just over a year, and I have said consistently; that while there are some very reputable companies and people in the industry, they are overshadowed by some of the short-term “characters” that are looking to take advantage of the growing consumer demand in this space. From my first meeting with David and every subsequent meeting, I have been consistently impressed with his demeanor and professionalism along with his no “B.S.” approach to business. Aside from the financials making sense, the other consideration and criteria I was looking for (as I would in any other acquisition) was partnering with someone who shares our values – David and team certainly check that box off. What is even more attractive about this deal is this transaction complements our business rather than cannibalizing it. This was more than an acquisition of a website; this deal provides us with is David’s and his team’s knowledge and expertise in content creation and search engine optimization (SEO) as well a captive audience of over 400,000 active users and growing. As you may know, simply putting up an aesthetically pleasing website and buying ad words is not the path to a robust DTC platform. Instead, having a sound SEO strategy is where the best DTC platforms outperform their peers. David has assembled a team of world-class writers and SEO experts that operate out of Belgrade Serbia. They can produce compelling in-house content at a fraction of the price that we can deliver it for here in North America. I can tell you with certainty, what David and team have accomplished would take us well over a year to eighteen months to create on our own. In other news New OKI online store launch: As demand for our products continues to increase, last week we unveiled the new Oki online store, feeloki.com, which shipped over $2,000 worth of beverages on day one of launching. As we stated in the press release, going direct-to-consumer has always been a priority for us, and this new e-store is a convenient option for those who reside anywhere in the U.S. and want to purchase our Oki beverages and health supplements. New customer sign-ups also receive 10 per cent off any first order. I’ve included below some photos of the first Oki beverage production run of the new 20mg product we now offer.  
  Scout Partnership: Earlier this month, we announced our newest partnership with Scout Distribution, an innovative beverage distributor based in San Diego, California. As our official distributor of Oki beverages, Scout is helping us place product in a region that has over three million people and has been ranked as a top-10 wellness market by the MINDBODY Wellness Index. They are a company that knows this market inside and out and has a proven track record of successfully launching brands in multiple categories – and I’m very excited to have them on board with our team to diligently to help us place the product where it needs to be. California Events: If you’ve been following our Oki Instagram page, you’ll likely have noticed we’ve started the process of supporting a number of really great local events in California, including: – Oki Conscious Cocktail Party at Ecco Pizza Shoppe in Anaheim – we handed out the last of our old 10mg bottles where attendees had the chance to the enjoy our drinks and create their own mocktails in a nice outdoor setting – Oki Movie Night at Happy Battle Surf Co in San Diego –it was a low-key setting with a relaxed movie night at a popular surf shop near San Diego State University (SDSU). It was a great opportunity to reach college students and give them a taste of our products. – Earth Day Celebration at WeWork in San Diego – we had fun celebrating an important day, Earth Day 2019, on April 22nd and shared the Oki love with our WeWork community. It was the perfect occasion to start the week in a positive, impactful way. Our Oki teams were the most popular product on the menu. In closing, I hope this answers a lot of your questions and concerns and, as always, I always remain accessible. Respectfully,
Jim Bailey |