Cannabist Co Holdings Inc 8-K, filed Apr 25, 2022
Cannabist Co Holdings Inc. (CBSTQ)
About this 8-K
Cannabist Co Holdings Inc filed this 8-K on April 25, 2022, reporting on events of April 18, 2022.
Items reported
- Item 3.02: Unregistered sale of equity
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| Item 3.02. | Unregistered Sales of Equity Securities. |
In the interim financial statements and Management Discussion and Analysis of Columbia Care Inc. (the “Company”), for the period ended September 30, 2021, and in the Company’s subsequent securities filings, the Company reported that, during the period ended September 30, 2021, the Company anticipatorily accrued $68,000,000 for potential share issuances and cash payments for purposes of acquisition and settlement of preexisting relationships, inclusive of prospective acquisition costs relating to third-party entities and other litigation costs. On April 18, 2022, in connection with the accrual, the Company issued 18,755,802 common shares (the “VentureForth Shares”) and, on April 18, 2022 and April 24, 2022 paid approximately $26,000,000 to acquire, by merger, VentureForth Holdings, LLC, which is the owner of VentureForth, LLC (“VentureForth”). VentureForth holds two licenses from the Washington D.C. Alcoholic Beverage Regulation Administration (“ABRA”), specifically, one license to cultivate and manufacture medical cannabis and one license to dispense medical cannabis. The merger was approved by ABRA. The Company previously had a management services agreement with VentureForth. In further connection with the accrual, the shares issued and amounts paid also amicably resolved, with no admissions of liability and in exchange for releases, certain direct, indirect, derivative and indemnification claims relating to a confidential arbitration to which VentureForth, a separate subsidiary of the Company and certain members of the Company’s management team were respondent parties. The Company does not consider the VentureForth acquisition and the resolved arbitration claims to be material.
The Company issued the VentureForth Shares pursuant to the exemption from registration provided by Rule 506(b) under Regulation D promulgated under the Securities Act of 1933, as amended, because (i) there were a limited number of holders, (ii) the issuances were not made by general solicitation or advertising and (iii) the issuances were made only to accredited investors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COLUMBIA CARE INC. | ||
| By: | /s/ Derek Watson | |
| Name: | Derek Watson | |
| Title: | Chief Financial Officer | |
Date: April 25, 2022