17:46:43 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Nutritional High International Inc
Symbol EAT
Shares Issued 291,216,320
Close 2018-11-22 C$ 0.225
Market Cap C$ 65,523,672
Recent Sedar Documents

Nutritional High to acquire 51% of Bright Green Lights

2018-11-22 08:11 ET - News Release

Mr. David Posner reports

NUTRITIONAL HIGH ACQUIRES CONTROLLING INTEREST IN ONE OF CALIFORNIA'S LEADING EDIBLES COMPANY AND BOLSTERS PRODUCT OFFERING

Nutritional High International Inc. has entered into formal agreements to purchase a 51-per-cent interest in Bright Green Lights LLC, a California company doing business as JMEDS, for gross proceeds of $714,000 (U.S.). The company also secured worldwide licensing rights to the seller's intellectual property and an option to acquire the seller's remaining 49-per-cent equity interest.

JMEDS produces high-quality cannabis-infused strain specific lozenges and sugar-free mints distributed across California. The company believes that its wholly owned distributor, Calyx Brands Inc., can significantly ramp up sales of JMEDS products. Having commenced operations in 2005, JMEDS is a pioneer of microdosed infused products and is one of California's longest operating and most respected edible companies.

Asset purchase agreement

The company will pay $600,000 (U.S.) for a 51-per-cent interest in the seller, of which, $200,000 (U.S.) is payable in cash and $400,000 (U.S.) though the issuance of common shares of the company at the time of closing. The consideration shares will be priced at the 30-day volume-weighted average trading price (VWAP) of the company's common shares for the 30 trading days immediately preceding three business days before closing. The remaining $114,000 (U.S.) of the purchase price will be paid in cash upon successful revenue generation of $250,000 per month for three consecutive months.

Licence and option agreement

The company also entered into an exclusive patent licence and option agreement granting the company global rights to JMEDS intellectual property (further described below) and to purchase the minority interest of the seller. In this regard, the company can acquire the minority interest beginning on the 30th month from closing and ending 36 months from closing, for an amount equal to four times the 12-month trailing EBITDA (earnings before interest, taxes, depreciation and amortization) of the seller multiplied by 49 per cent. Half of the purchase price will be payable in cash, and half in common shares of the company priced at the 30-day VWAP immediately preceding the exercise of the option.

Intellectual property

Jeffrey Kolsky, founder and director of JMEDS, was awarded a patent in 2014 for medical cannabis lozenges and compositions thereof (US 2016/0158298 A1). The intellectual property will be transferred to JMEDS at closing. The patent provides "a method for optimizing the therapeutic effects provided by CBD on the one hand, and the psychotropic effects provided by THC on the other hand, in a sublingual medicament." The patent specifically protects a propriety method to produce "a concentrated extract of cannabis in which the concentration of CBD is known and the concentration of THC is known -- wherein the amount of CBD is as high as possible and where the amount of THC is precisely controlled, forming lozenges, and administering the medicament."

Jim Frazier, chief executive officer of Nutritional High, commented: "We are very pleased to be acquiring JMEDS and its innovative products and intellectual property. In making this acquisition, we are bringing yet another dynamic California brand into our product portfolio. With our manufacturing capacity at FLI NorCal, we will work to expand production to meet current and future demand. Going forward we will continue to seek to acquire high-quality assets and further implement our California strategy to create additional value for our shareholders."

The acquisition is scheduled to close on Nov. 30, 2018. The parties had previously entered into a letter of intent, as had been announced by the company on July 18, 2018.

About Nutritional High International Inc.

Nutritional High is focused on developing, manufacturing and distributing products under recognized brands in the cannabis products industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The company works exclusively with licensed facilities in jurisdictions where such activity is permitted and regulated by state law. The company follows a vertically integrated model with a fully developed strategy for acquisitions in extraction, production, sales and distribution sectors of the cannabis industry.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.