DOGP 8-K
Dogecoin Cash, Inc. (DOGP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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ITEM 1.01 Entry into a Material Definitive Agreement.
Definitive Merger Agreement with MJ Harvest, Inc.
Cannabis Sativa, Inc. (“CBDS”) entered into a Definitive Merger Agreement with MJ Harvest, Inc. (“MJHI”) (the “Merger Agreement”) dated August 8, 2022, to be effective on the first business day following approval of the Merger by the shareholders of MJHI and CBDS. The Merger Agreement provides for the merger of MJHI with and into CBDS, with CBDS as the surviving entity (the “Merger”). The following listing summarizes relevant terms of the Merger Agreement.
·The name of the surviving company in the Merger will be Cannabis Sativa, Inc.
·Following the effective date of the Merger, the corporate existence of MJHI will cease.
·Each share of MJHI common stock outstanding on the effective date of the Merger will be converted into 2.7 shares of CBDS Common Stock.
·On the effective date of the Merger, the surviving Company will have an aggregate total of 167,369,863 common shares outstanding and no shares of preferred stock outstanding.
·Following the Merger, the shareholders of MJHI will hold approximately 72% of the total outstanding shares of common stock of the surviving company, and the shareholders of CBDS will hold approximately 28% of the total outstanding common shares of the surviving company.
·The Merger is subject to majority approval of the shareholders of both MJHI and CBDS.
·The shareholder meeting to approve the merger is intended to take place at 9205 W. Russell Road, Las Vegas, NV 89148. The date and time of the meeting will depend on the timing for effectiveness of an S-4 Registration Statement to be filed with the United States Securities & Exchange Commission (the “SEC”) to register the shares of CBDS common stock to be issued to the shareholders of MJHI in the Merger and to provide the shareholders of MJHI and CBDS with information about the special meeting of shareholders. Upon effectiveness of the S-4 Registration Statement, the companies will deliver the proxy statement/prospectus to the shareholders. The Prospectus will include the date and time for the respective shareholder meetings.
·The shareholders of MJHI and CBDS will have rights to dissent from the Merger, and, if the notice of dissent is properly given, the dissenting shareholders may be paid fair value for such dissented shares.
·The Board of Directors of the surviving company following the Merger is intended to consist of Patrick Bilton, Brad Herr, Randy Lanier, Clinton Pyatt, and David Tobias.
·The Executive Officers of the Company following the Merger are intended to include Patrick Biltion - Chief Executive Officer, Clinton Pyatt - Chief Operating Officer, and Brad Herr - Chief Financial Officer.
·The Merger Agreement includes representations and warranties, covenants, and conditions for MJHI and CBDS as are customary for transactions of this nature.
·No brokerage fees are payable in connection with the Merger.
·The Merger Agreement may be terminated (i) by mutual consent of the parties; (ii) by either party deciding not to pursue the Merger, subject to payment of $50,000 for such termination; (iii) by MJHI without penalty if due diligence uncovers facts about CBDS’s business or financial condition different that represented prior to execution of the Merger Agreement; or (iv) in the event MJHI’s Board does not approve the Merger.
·If the shareholders of either or both companies fail to approve the merger by a majority of the shares outstanding on the record date for the shareholders meeting, the company or companies may continue the shareholders meeting in order to allow more time to solicit proxies for approval of the Merger.
·If majority shareholder approval of the merger is not obtained, the Merger will not occur, and the Merger Agreement will be terminated.
·All costs and expenses in connection with the Merger transactions will be borne by CBDS, except that MJHI will be responsible for expenses of its own legal counsel and auditing costs.
Item 7.01. Regulation FD Disclosure
On August 11, 2022, MJHI and CBDS issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information provided in this Section 7.01, including the exhibits incorporated herein by reference, shall not be deemed to be filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements and information. Although the forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. No assurances are, or can be given, that the parties will close the Merger Agreement, or that if such Merger occurs, the merged business would be successful. Certain conditions to any closing of the potential Merger would likely be outside of our control. MJHI assumes no obligation to update any forward-looking statement to reflect any event or circumstance that may arise after the date of this report.
IMPORTANT INFORMATION AND WHERE TO FIND IT
In connection with the proposed Merger transactions, CBDS plans to file the S-4 Registration Statement with the SEC, which will include the proxy statement for the anticipated meetings of shareholders of MJHI and CBDS. CBDS also plans to file other documents and relevant materials with the SEC regarding the proposed Merger transactions. After the S-4 Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the stockholders of MJHI and CBDS. SECURITY HOLDERS OF CBDS AND MJHI ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS. Stockholders will be able to obtain free copies of the proxy statement and other documents containing important information about CBDS and MJHI once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov.
PARTICIPANTS IN THE SOLICITATION
CBDS and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of CBDS in connection with the proposed Merger transactions. MJHI and its officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of CBDS’s executive officers and directors in the solicitation by reading CBDS’s proxy statement/prospectus and other relevant materials filed with the SEC in connection with the proposed Merger transactions when they become available. Information concerning the interests of CBDS’s participants in the solicitation, which may, in some cases, be different from those of CBDS’s stockholders generally, will be set forth in the proxy statement/prospectus relating to the proposed Merger transactions when it becomes available.
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01Financial Statements and Exhibits.
Exhibit NumberDescription
99.1Press Release dated August 11, 2022
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized
Cannabis Sativa, Inc.
/s/ David Tobias August 11, 2022
David Tobias, Date
Chief Executive Officer
Cannabis Sativa and MJ Harvest Announce the Signing of the Definitive Plan of Merger and Reorganization
LAS VEGAS, NV / ACCESSWIRE / August 11, 2022 / Cannabis Sativa, Inc. ("CBDS") (OTCQB:CBDS) announced that it has entered into a definitive Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) to merge with and into MJ Harvest, Inc. (“MJHI”).
The Merger Agreement was executed on August 8, 2022 and management expects the merger and reorganization to be completed in the fourth quarter of calendar year 2022 subject to certain conditions precedent including shareholder approval by both CBDS and MJHI shareholders.
The Merger Agreement provides for MJHI shareholders to receive 2.7 shares of CBDS common stock for each one share of MJHI common stock held immediately prior to the merger. Upon completion of the merger on the terms described in the Merger Agreement, it is anticipated that MJHI shareholders would own approximately 72% of the surviving company. The Merger Agreement contemplates that CBDS will be the surviving company in the merger and that following the merger, MJHI will cease to exist as a separate corporate entity.
Since 2013, Cannabis Sativa has focused on assembling a portfolio of brands, products, intangible assets, and expertise to allow research, development, acquisition and licensing of specialized cannabis and CBD related products, including a patented cannabis strain, CBD formulas, edibles, topicals, recipes and delivery systems. In 2017 Cannabis Sativa acquired 51% of PrestoDoctor, a top-rated medical marijuana telehealth provider for patients seeking access to medical marijuana in the US.
Since 2017, MJ Harvest has made great progress in becoming a dynamic vertically integrated cannabis company in North America. With a strong presence in Oklahoma and South Dakota, MJ Harvest and its portfolio companies have seized upon additional opportunities in the cannabis sector in Colorado and California, and management is currently reviewing expansion opportunities in New York, New Jersey, Florida, and Missouri, as well as working to expand its footprint in California through acquisition of new facilities.
MJHI currently owns a 25 percent interest in PPK Investment Group, Inc. (“PPK”), a vertically integrated cannabis operator in Oklahoma and South Dakota. The agreement with PPK provides an option for MJHI to purchase 100% of PPK at any time prior to March 2023.
In May 2021, PPK entered into a cannabis joint venture agreement with the Flandreau Santee Sioux Tribe of South Dakota (“FSST”). Under the joint venture agreement, PPK opened extraction and manufacturing facilities in a building located on the FSST Reservation and has been manufacturing products for FSST at that location utilizing biomass grown in FSST’s existing and expanding grow operations. FSST markets their products under the Native Nations Brand. PPK markets its products under the Country Cannabis Brand and PPK and FSST have agreements to cross market their respective brands in the various states where each does business.
The merger, if consummated, represents a shift in the operations of CBDS from its current telehealth business toward a focus on the vertically integrated cannabis business being developed by MJHI. The combined businesses following the merger will have operations in 10 states, and a comprehensive product line that includes the Country Cannabis Brand plus licensing arrangements for the Weedsy, BLVK, Chronic, and Sublime Brands. MJHI also holds 10% investments in WDSY, LLC and Blip Holdings, LLC, the companies that own the Weedsy and BLVK brands, respectively. MJHI's current product offerings and the Brands represented are reflected on the MJHI web site at www.mjhi.com.
The combined company intends to create a leading North American vertically integrated cannabis products operator and telehealth provider with the management, capabilities, knowledge, resources, and scale to successfully capitalize on the opportunities presented in the cannabis industry as more states legalize cannabis and cannabis products and as we approach federal legalization.
As we also head into a potential economic downturn both companies believe there will be numerous acquisition opportunities to purchase existing cannabis operations at depressed prices below fair entity value, and the combined company should be well positioned and structured to take advantage of these opportunities.
Cannabis Sativa’s President and CEO David Tobias and Patrick Bilton, Chairman and Chief Executive Officer of MJ Harvest Inc. issued a joint statement, “This transaction creates a solid foundation for the resulting entity to become a known leader in the cannabis industry in North America. The combined company will be in a better position to create shareholder value while we immediately benefit from the significant synergies amongst our companies. We are both very excited about the pending merger and we give our full support and commitment to the completion of this merger.”
About Cannabis Sativa, Inc.
Cannabis Sativa, Inc. ("CBDS") is engaged in telehealth through its 51% owned subsidiary, and the licensing of cannabis-related intellectual property, marketing and branding for cannabis-based products and services, operation of cannabis-related technology services, and ancillary business activities. CBDS holds a U.S. patent on the Ecuadorian Sativa strain of Cannabis, a U.S. Patent for a marijuana lozenge; a Cannabis-based pharmaceutical composition for the treatment of hypertensive disorders by submucosal delivery and trade secret formulas and processes and operates subsidiary PrestoDoctor®. Cannabis Sativa IP includes the "hi" and "White Rabbit" brands, and domain name portfolio including cbds.com and cannabissativa.com.
About MJ Harvest Inc.
MJHI cultivates, harvests, manufactures and sells cannabis products through its growing relationship with PPK. PPK sells and markets cannabis flower and edibles throughout Oklahoma and through a joint venture relationship with the Flandreau Santee Sioux Tribe in Flandreau, South Dakota. MJHI currently owns 25% of PPK with options to acquire up to 100% of PPK Investment Group at any time prior to March 31, 2023.
MJHI also acquires and markets products and technologies that are designed to benefit growers and processors in the horticultural and agricultural industries. MJHI launched www.procannagro.com to provide a professionally designed and maintained web-based marketing outlet for the company's brands and technologies.
Forward-Looking Statements
This press release contains "forward-looking statements." Although the forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission, including the risk factors that attempt to advise interested parties of the risks that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Underlying assumptions include without limitation, the ongoing enactment of legislation favorable to the production of and the commercialization of cannabis products and the
Company's success in capitalizing on that legislation. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. No assurances are, or can be given, that the parties will enter into a definitive merger agreement for any potential strategic acquisition, or that if such agreement is entered into, that the transaction would close, if at all, on the terms set forth in this release, or that the merged acquired business would be successful. Certain conditions to any closing of a potential merger acquisition would likely be outside of our control. The Company assumes no obligation to update any forward-looking statement to reflect any event or circumstance that may arise after the date of this release.
Contact Information:
(702) 762-3123
https://www.cannabissativainc.com