Mr. Jim Frazier reports
NUTRITIONAL HIGH ARRANGES $4 MILLION PRIVATE PLACEMENT
Nutritional High International Inc. has arranged a non-brokered private placement offering of $4-million of senior secured convertible debenture units by the company.
Each unit consists of one senior secured convertible debenture with the face value of $1,000 and 1,429 non-transferable common share purchase warrants exercisable at 80 cents for 36 months from the closing date. The convertible debentures are convertible into common shares in the capital of the company at a price of 70 cents per common share at any time prior to maturity date. The convertible debentures warrants and common shares that are issuable on conversion will be subject to a statutory hold period of four months and one day from the offering closing date. The company shall have a right to prepay a part or the entire principal amount of convertible debentures at any time without penalty.
The convertible debentures will bear interest at a rate of 10 per cent per annum from the closing date payable semi-annually in arrears. The interest can be payable in cash or by issuing common shares against the amount due at the sole option of the company. If the company elects to issue the common shares as interest payment, the price per common share shall equal the 20-day volume-weighted average price, and the effective interest rate shall be increased to 12 per cent from 10 per cent.
The convertible debentures shall bear senior security and be secured by a general security agreement of the company, guarantees from certain of the company's subsidiaries and general security interest over the assets of these subsidiaries, subject to subordination in certain situations, as set out in the certificates representing the convertible debentures and security documents.
If during the term that the convertible debentures remain outstanding, the company undertakes an equity financing at a price per common shares of less than 70 cents per common share, the conversion price of the convertible debentures will be reduced to the new financing price and the warrant exercise price will be reduced to a price that is 20-per-cent premium to the new financing price, subject to compliance with applicable stack exchange and securities. If the common shares trade at a VWAP under 25 cents for a period of 50 consecutive trading days, the conversion price shall be reduced to 30 cents.
Company will pay registered finders a finders' fee equal to 8 per cent of the gross proceeds of the offering and issue finder's options to acquire finder units equal to 8 per cent of the number of common shares underlying the convertible debentures sold under the offering, exercisable at a price of 80 cents per finder unit for a term of 24 months following the closing date. Each finder unit will consist of one common share and one finder warrant, with each finder unit warrant entitling the holder to acquire one additional common share at 80 cents per share. The exercise price for the finder units will be subject to the ratchet provisions similar to ratchet for the conversion price, and the exercise price for the finder unit warrants will be subject to the ratchet provisions similar to the ratchet for the warrant exercise price.
The company intends to use the net proceeds of the offering for capital projects and for general corporate purposes. Closing of the offering is expected in July, 2018, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Canadian Securities Exchange, and execution of definitive agreements.
Jim Frazier, chief executive officer of Nutritional High, commented: "We're pleased to secure this additional financing to continue our rollout in California, Nevada, Washington, Oregon and Canada. We thank our investors for their vote of confidence in our business strategy and look forward to providing further updates as we continue to accelerate our business and achieve new milestones."
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 through 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. Nutritional High has brought its flagship FLI edibles and extracts product line from production to market in California through its wholly owned distributor, Calyx Brands Inc., and Colorado, where its products are manufactured by a licensed producer.
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