6-K
Glass House Brands Inc. (GLASF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 6-K
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
| For the month of September, 2021 | Commission File Number: 000-56261 |
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Glass House Brands Inc.
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(Translation of registrant’s name into English)
3645 Long Beach Blvd.
Long Beach, California 90807
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(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
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, thereunto duly authorized.
| Glass House Brands Inc. | |
|---|---|
| Date: October 13, 2021 | /s/ Kyle Kazan |
| --- | --- |
| By: | Kyle Kazan |
| --- | --- |
| Title: | Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit 99.1
Glass HouseBrands Appoints MarkVendetti as Chief Financial Officer
LONG BEACH, CA and TORONTO,September 29, 2021 // -- Glass House Brands Inc. ("Glass House" or the "Company") (NEO: GLAS.A.U and GLAS.WT.U)(OTCQX: GLASF and GHBWF), one of the fastest-growing, vertically-integrated cannabis companies in the U.S., today announced that Mark Vendetti has been appointed Chief Financial Officer ("CFO") of Glass House. Mr. Vendetti will commence his new role with the Company on October 1, 2021. Mr. Vendetti will be replacing Derrek Higgins, whose last day with Glass House will be September 30, 2021.
"We are thrilled to welcome Mark to the Glass House team as our new CFO," said Kyle Kazan, Chairman and Chief Executive Officer of Glass House. "Mark brings a wealth of experience as a CFO in the public markets and a work history across several different sectors including retail, manufacturing, consumer goods, e-commerce and the cannabis industry to boot. We believe his vast knowledge and deep industry experience will make Mark a strong addition to our team as we continue to execute on our vertically integrated corporate strategy and embark on this next phase of Company growth."
Mr. Kazan added, "On behalf of our entire team, I would also like to thank Derrek for his dedicated service since joining Glass House in 2019. He has played a key role in our successes over the last few years. We would not be where we are today if it weren't for Derrek and we wish him all the best in his future endeavors."
Mr. Vendetti has over 30 years of Finance and Accounting experience focused on Consumer driven product companies and his toolbox of qualifications and capabilities includes strategy development, M&A and due diligence, cash flow and liquidity management, dashboard implementation and analytics, organizational design and development as well as Sarbanes-Oxley compliance and internal controls. His experience spans a wide variety of industries including retail, CPG, e-Commerce, manufacturing, financial services and entertainment.
Prior to joining Glass House Group, Mark was the CFO of Canndescent, a leading producer of premium California Cannabis, from 2019 to 2021. During his career, Mark has worked for some of the most iconic consumer companies and their brands including Procter and Gamble, XM Satellite Radio, Abercrombie and Fitch, Bauer Hockey and Mattel. He holds a BA in Mathematics from Amherst College and an MBA from Harvard University.
About Glass House
Glass House is one of the fastest-growing, vertically integrated cannabis companies in the U.S., with a dedicated focus on the California market and building leading, lasting brands to serve consumers across all segments. From its greenhouse cultivation operations to its manufacturing practices, from brand-building to retailing, the company's efforts are rooted in the respect for people, the environment, and the community that co-founders Kyle Kazan, Chairman and CEO, and Graham Farrar, President, instilled at the outset. Through its portfolio of brands, which includes Glass House Farms, Forbidden Flowers, and Mama Sue Wellness, Glass House is committed to realizing its vision of excellence: outstanding cannabis products, produced sustainably, for the benefit of all. For more information and company updates, visit www.glasshousegroup.com.
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For further information, please contact:
Glass House Brands Inc.
Jamin Horn, General Counsel and Corporate Secretary
jamin@glasshousegroup.com
562.264.5078
Media Contact
MATTIO Communications
glasshouse@mattio.com
Investor Relations Contact:
MATTIO Communications
T: (416) 992-4539
Email: ir@mattio.com
Exhibit 99.2
Glass House Brands Sends Letter to Shareholders
LONG BEACH, CA and TORONTO, September 17,2021 // -- Glass House Brands Inc. (“Glass House” or the “Company”) (NEO: GLAS.A.U and GLAS.WT.U)(OTCQX: GLASF and GHBWF), one of the fastest-growing, vertically integrated cannabis companies in the U.S., today announced that it has sent a letter to shareholders from Chairman and Chief Executive Officer Kyle Kazan. The letter can be accessed on the Company’s investor relations website and under the Company’s profile on SEDAR at www.sedar.com.
About Glass House
Glass House is one of the fastest-growing, vertically integrated cannabis and hemp companies in the U.S., with a decisive focus on the California market and building leading, lasting brands to serve consumers across all segments. From its greenhouse cultivation operations to its manufacturing practices, from brand-building to retailing, the company's efforts are rooted in the respect for people, the environment, and the community that co-founders Kyle Kazan, Chairman and CEO, and Graham Farrar, President, instilled at the outset. Through its portfolio of brands, which includes Glass House Farms, Forbidden Flowers, and Mama Sue Wellness, Glass House is committed to realizing its vision of excellence: outstanding cannabis products, produced sustainably, for the benefit of all. For more information and company updates, visit www.glasshousegroup.com.
For further information, please contact:
Glass House Brands Inc.
Jamin Horn, General Counsel and Corporate Secretary
jamin@glasshousegroup.com
562.264.5078
Derrek Higgins, Chief Financial Officer
derrek@glasshousegroup.com
562.264.5078
Media Contact
MATTIO Communications
glasshouse@mattio.com
Investor Relations Contact:MATTIO Communications
T: (416) 992-4539
Email: ir@mattio.com
Exhibit 99.3
September 17, 2021
Re: Press Release
Dear Partners, Family and Friends,
I'm thrilled to share that Glass House Brands completed its acquisition of the 5.5 million sqft Greenhouse facility in Ventura County, California. Total consideration was $93.0 million in cash, reduced from $118 million previously, plus stock considerations for the option holder.
For 25 years, I've had the pleasure of communicating whenever and sharing whatever with whomever inquired as to the status of their investment. As you know, we trade on the Neo Exchange in Canada and on the OTC in the United States. So to not run afoul of insider trading laws, I can't share information with one person or group without sharing with all. A part of the new normal!
Just in case you didn't see our news yesterday, here are 2 links!
Glass House Brands Completes 5.5 million Square Foot Southern California Greenhouse Facility Acquisition
Your Margin is Glass House's Opportunity - Scale and Size Should Allow Glass House to Dominate California
Thank you for your continued confidence and support.
Sincerely,
| /s/ "Kyle Kazan" |
|---|
Kyle Kazan
Chairman and Chief Executive Officer
Exhibit 99.4
Glass House Brands Completes5.5 million Square Foot Southern California Greenhouse Facility Acquisition
Amended Purchase Agreement Reduces Priceby $25,000,000
LONG BEACH, CA and TORONTO, September15, 2021 // -- Glass House Brands Inc. (“Glass House” or the “Company”) (NEO: GLAS.A.U and GLAS.WT.U)(OTCQX: GLASF and GHBWF), one of the fastest-growing, vertically integrated cannabis and hemp companies in the U.S., today announced that its subsidiary has completed its previously announced acquisition of an approximately 5.5 million square foot greenhouse facility located in Southern California (the “SoCal Facility”) for total consideration of $93.0 million in cash, reduced from $118 million previously, plus stock considerations payable to the original holder of the option to purchase the SoCal Facility (the “Option Holder”).
SoCal Facility Highlights:
| ● | Approximately 160 acres of agricultural property located in Ventura County,<br>California |
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| ● | Approximately 125 acres<br>of ultra-high-tech and efficient KUBO Ultra-Clima greenhouses, on-site well, water treatment facilities, automated roof washing system,<br>supplemental lights, and natural gas cogeneration facilities producing power, heat, and CO2. |
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| ● | Includes six greenhouses totaling approximately<br>5.5 million square feet: |
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| ○ | Phase 1 of the SoCal Facility retrofit will include the conversion of two greenhouses<br>and two packhouses totaling approximately 1.7 million square feet and is expected to be completed in Q1 2022, with initial planting expected<br>to follow shortly thereafter, contingent on regulatory approval. |
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| ● | Planned upgrades include: |
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| ○ | Installation of black-out curtains, ebb and flood floors, high-density gutter system, dry rooms, and<br>processing facilities. |
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| ○ | Upgraded HVAC system to further optimize climate conditions. |
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| ○ | Automated nutrient delivery and irrigation systems. |
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| ● | The initial Phase 1 capacity<br>is expected to conservatively produce over 180,000 dry pounds of sellable cannabis (Flower, Smalls, and Trim), representing a more than<br>300% increase from our current capacity. |
| --- | --- |
“We are thrilled to officially close escrow after significantly reducing the price which will keep an additional $25 million of cash on our balance sheet which is essentially debt-free today,” said Kyle Kazan, Glass House Chairman and CEO. “We can now commence the first phase of the facility’s conversion and licensing which will dramatically increase our cultivation capacity. This milestone, together with our market-leading brand portfolio, which includes our Glass House Farms flower brand which was recently ranked the #1 in flower brand in the state of California in July, an improvement from the #2 position that we finished 2020 at (per BDS Analytics), and our extensive planned retail footprint has positioned us to lead the world’s largest cannabis market.”
Mr. Kazan added, “Our massive Southern California facility has the scale and the tools necessary for us to combine the highest quality with the lowest cost of production along with sustainable, environmentally friendly, and responsibly grown craft cannabis. I’m excited to turn over this facility to our Chief Cannabis Officer and President Graham Farrar and his team.”
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“The Southern California facility is an absolute unicorn and will give us the ability to produce the highest quality cannabis at the lowest possible cost. This should allow us to thrive no matter what the competitive environment looks like” said Graham Farrar, “The market is already responding to Glass House quality, as evidenced by our #1 market position. This new greenhouse will allow us to take that to another level and scale. We look forward to leveraging our supply chain and retail to replicate this success across more brands and categories. The entire team has been chomping at the bit to get started. An amazing greenhouse facility, in an ideal climate, with a fantastic team, we couldn’t ask for anything more.”
Transaction Details
Under the terms of the definitive purchase agreements for the SoCal Facility and the option rights to purchase the SoCal Facility (collectively, the “Purchase Agreements”), Glass House has paid the sellers of the SoCal Facility at closing US$93.0 million (approximately C$117.7 million) in cash and issued to the Option Holder 6.5 million subordinate voting shares (“Closing Shares”) at a price equal to US$10.00 per share (C$12.65), will be subject to a customary lock-up agreement restricting the sale of 50% of such shares for six (6) months following the closing and the remaining 50% of such shares for twelve (12) months following the closing. The Company has held back an additional 3.5 million subordinate voting shares (the “Contingent Shares”), which may be issued to the Option Holder after closing upon satisfaction of certain contractual indemnity obligations, and which Contingent Shares will be subject to the same lockup restrictions. Finally, the Option Holder is entitled to earn up to US$75.0 million (approximately C$94.9 million) of additional subordinate voting shares (the “Earn-Out Shares”), to be priced based on the volume weighted average price of such shares for twenty (20) consecutive trading days immediately prior to the last day of the 12-month period commencing on the date that is thirty (30) months after the date certain capital expenditures are made by the Company to the SoCal Facility, as more particularly detailed in the Purchase Agreements (as defined below). The vesting of the Earn-Out Shares is determined pursuant to an earn-out formula set forth in the Purchase Agreements. The Earn-Out Shares are also subject to the same lock-up restrictions as the Closing Shares and Contingent Shares.
The revised terms of the Purchase Agreements allow the Company to reduce its upfront cash closing costs to devote more resources to rapidly converting the SoCal Facility to commercial cannabis use.
About Glass House
Glass House is one of the fastest-growing, vertically integrated cannabis and hemp companies in the U.S., with a decisive focus on the California market and building leading, lasting brands to serve consumers across all segments. From its greenhouse cultivation operations to its manufacturing practices, from brand-building to retailing, the company's efforts are rooted in the respect for people, the environment, and the community that co-founders Kyle Kazan, Chairman and CEO, and Graham Farrar, President, instilled at the outset. Through its portfolio of brands, which includes Glass House Farms, Forbidden Flowers, and Mama Sue Wellness, Glass House is committed to realizing its vision of excellence: outstanding cannabis products, produced sustainably, for the benefit of all. For more information and company updates, visit www.glasshousegroup.com.
For further information, please contact:
Glass House Brands Inc.
Jamin Horn, General Counsel and Corporate Secretary
jamin@glasshousegroup.com
562.264.5078
Derrek Higgins, Chief Financial Officer
derrek@glasshousegroup.com
562.264.5078
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Media Contact
MATTIO Communications
glasshouse@mattio.com
Investor Relations Contact:MATTIO Communications
T: (416) 992-4539
Email: ir@mattio.com
Forward-Looking Statements
Certain information in this press release contains “forward looking information” within the meaning of applicable securities laws. Such forward looking information includes, but is not limited to, information with respect to Glass House’s objectives and the strategies to achieve these objectives, as well as information with respect to its beliefs, plans, expectations, anticipations, forecasts, estimates and intentions. This forward-looking information is identified by the use of terms and phrases such as “will”, “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. In particular, and without limiting the generality of the foregoing, forward looking information in this press release includes statements related to: the possibility that the Contingent Shares may become issuable after closing upon satisfaction of certain contractual indemnity obligations; the possibility that the Earn-Out Shares may become issuable upon certain capital expenditures being made by the Company to the SoCal Facility; Phase 1 of the SoCal Facility retrofit and timing of completed thereof; the planned upgrades to the SoCal Facility and that upon completion of approximately US$40.0 million of planned upgrades to the SoCal Facility the expectation that the SoCal Facility will produce approximately 1.7 million dry weight pounds per year of cannabis biomass; that the manner of the closing will reduce the Company’s upfront cash cost to allow it to rapidly commence the first phase of the facility’s conversion and licensing; the expectation that the Company is well positioned to lead the world’s largest cannabis market and that the SoCal Facility will give the Company the ability to produce the highest quality cannabis at the lowest possible cost; the Company’s commitment to realizing its vision of excellence: outstanding cannabis products, produced sustainably, for the benefit of all. Such information is being provided to information related to the closing of the transaction and the anticipated benefits of the transaction and may not be appropriate for other purposes, and should not be relied upon as necessarily being indicative of future financial results. Forward looking information involves known and unknown risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward looking information. These risks and uncertainties include, but are not limited to, the Contingent Shares and Earn-Out Shares becoming issuable in full; Phase 1 of the SoCal Facility retrofit not occurring as planned based on cash flow or other factors or on the anticipated timeline; the planned upgrades to the SoCal Facility not occurring as planned and the in ability to produce approximately 1.7 million dry weight pounds per year of cannabis biomass; that the manner of the closing does not reduce the Company’s upfront cash costs as anticipated in order to allow it to rapidly commence the first phase of the facility’s conversion and licensing; that the Company does not lead the world’s largest cannabis market and does not ultimately produce the highest qualify cannabis at the lowest possible cost; and the Company does not realize its vision of excellence, outstanding cannabis products, produced sustainability for the benefit of all. Although the Company has attempted to identify the main risk factors that could cause actual results to differ materially from those contained in forward looking information, there may be other risk factors not presently known to the Company or that they presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. Consequently, all of the forward-looking information contained in this press release is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that the Company anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company’s business, financial condition or results of operation.
Exhibit 99.5
Glass House Brands Inc. Backs Letterto U.S. President Biden Urging a Full Pardon For All Federal Nonviolent Marijuana Offenders
The letter was spearheaded byThe Weldon Project & Mission Green and features the signatures of over 150 prominent artists, athletes, lawmakers, policy experts,reform advocates, and other professionals
A live-streamed conversationwill air today, September 14, at 11 a.m. PT to discuss the letter and emphasize the call for cannabis clemency
SANTA BARBARA and TORONTO, September 14, 2021 // -- Glass House Brands Inc., (“Glass House” or the “Company”) (NEO: GLAS.A.U) (NEO: GLAS.WT.U) (OTCQX: GLASF) (OTCQX: GHBWF), one of the fastest-growing, vertically integrated cannabis and hemp companies in the U.S., announced today that Co-founder, Chairman and CEO Kyle Kazan, along with 150+ artists, athletes, producers, lawmakers, law enforcement officials, academics, business leaders, policy experts, reform advocates, and other professionals, signed a letter to U.S. President Joseph R. Biden, Jr. requesting a full, complete, and unconditional pardon to all persons subject to federal criminal or civil enforcement on the basis of a nonviolent marijuana offense. The letter, which was spearheaded by the advocacy group The Weldon Project, includes signatures from celebrities such as Drake, Killer Mike, Deion Sanders, Al Harrington and Kevin Garnett. Kazan will also participate in a live-streamed event today airing on Vimeo and moderated by Politico reporter Mona Zhang, at 11:00 a.m. PT to discuss the letter and reinforce the case to provide clemency to all federal nonviolent marijuana offenders.
“The harms of incarceration are obvious, but the pains of federal marijuana convictions transcend prison walls, making it more difficult for someone to get a job, access affordable housing, and receive an education. A conviction can forever limit an individual’s constitutional rights and can put the American dream further out of reach for an entire family. Enough is enough. No one should be locked up in federal prison for marijuana. No one should continue to bear the scarlet letter of a federal conviction for marijuana offenses,” the letter says, noting that three-quarters of the states have now abandoned the federal government’s blanket criminal ban in favor of safe, regulated legal access to marijuana for adults and/or those with qualifying medical conditions.
The request to U.S. President Biden comes at a time when an overwhelming 68% of U.S. adults support the federal legalization of cannabis, and 1 in 3 Americans live in states where cannabis is legal for adults to use. Thousands of individuals are currently incarcerated in the United States for nonviolent cannabis-related crimes, while countless others have had their rights and livelihoods stripped away because of prior arrests and sentences.
“Glass House fully supports The Weldon Project’s efforts to redress the harm done by the misguided War on Drugs,” said Kazan. “Legal companies can no longer stand idly by and profit off of cannabis while individuals like Weldon Angelos suffer from the financial and social repercussions of a prison sentence for selling or using the same substance.”
The Weldon Project is named after Weldon Angelos who was an up-and-coming musician when he was sentenced to a 55-year prison term in 2003 for selling less than $1,000 dollars worth of cannabis. Federal prison and sentencing laws for drug crimes carry mandatory minimums, even for first-time offenders like Angelos, that are often stiffer than state laws. Angelos was eventually released from prison in 2016 after serving 13 years of his term. After being released, he founded the Weldon Project to provide financial aid and support for those serving prison time for cannabis-related offenses and to fund social change.
The letter to President Biden points out that a full pardon of federal marijuana offenders is consistent with the Constitution and past practices of presidents from both political parties. “In 1974, President Ford established a program of conditional clemency for Selective Service Act violators. In 1977, President Carter issued a categorical pardon to all Selective Service Act violators, closing the book on a costly and painful war. President Biden has the power to do the same for the federal war on marijuana. Through his act of constitutional grace, a general clemency will send a clear and powerful message that our country is truly taking a new course on criminal justice policy and practice.” In December of 2020, Angelos was fully pardoned by President Trump.
The stories of those who would be helped by a pardon are compelling: Drake, Meek Mill, Lil Baby, Killer Mike, and dozens of other hip-hop artists, for example, signed on in support of their friend and fellow rapper Ralo, who is facing 8 years for a nonviolent cannabis offense. “I appreciate my friends and peers in the hip-hop community, especially Drake, supporting my clemency because it’s just not right that corporations are allowed to violate federal law and become millionaires while people like myself go to prison for years,” Ralo said. “This is hypocrisy. I hope that Joe Biden honors his campaign promise and grants us clemency without delay, so I can return to my family and community.”
“Candidate Biden promised to take action and use the pardon power of the presidency to release those serving prison time for marijuana and pardon their felony convictions,” said Angelos. “At a time when dispensaries are as prevalent as liquor stores in some states, it is time for President Biden to now make good on that promise.”
The full text of the letter can be accessed at www.cannabisclemencynow.org.
About Glass House Brands Inc
Glass House Brands Inc (NEO: GLAS.A.U) is one of the fastest-growing, vertically integrated cannabis and hemp companies in the U.S., with a decisive focus on the California market and building leading, lasting brands to serve consumers across all segments. From its greenhouse cultivation operations to its manufacturing practices, from brand-building to retailing, the company's efforts are rooted in the respect for people, the environment, and the community that co-founders Kyle Kazan and Graham Farrar instilled at the outset. Through its portfolio of brands, which includes Glass House Farms, Forbidden Flowers, and Mama Sue Wellness, Glass House Group is committed to realizing its vision of excellence: outstanding cannabis products, produced sustainably, for the benefit of all. For more information and company updates, visit www.glasshousegroup.com.
Media Contact
MATTIO Communications
glasshouse@mattio.com
**Investor Relations Contact:**MATTIO Communications
ir@mattio.com
T: (416) 992-4539
Exhibit 99.6
Glass House Brands Announces Upcoming ConferenceAttendance
LONG BEACH, CA and TORONTO, September 7, 2021// -- Glass House Brands Inc. (“Glass House” or the “Company”) (NEO: GLAS.A.U and GLAS.WT.U)(OTCQX: GLASF and GHBWF), one of the fastest-growing, vertically integrated cannabis and hemp companies in the U.S., today announced its executive team will participate in the following conferences in September:
| · | Beacon<br> Securities Virtual Cannabis Conference 2021 (Virtual), September 9, 2021: Management will<br> participate in one-on-one meetings. |
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| · | BTIG<br> Inaugural Cannabis Conference, September 29, 2021 (Virtual): Mr. Kazan and Mr. Farrar are<br> scheduled to participate in a fireside chat at 1:55 p.m. ET and management will participate<br> in one-on-one meetings. |
About Glass House
Glass House Brands Inc. is one of the fastest-growing, vertically integrated cannabis and hemp companies in the U.S., with a decisive focus on the California market and building leading, lasting brands to serve consumers across all segments. From its greenhouse cultivation operations to its manufacturing practices, from brand-building to retailing, the company's efforts are rooted in the respect for people, the environment, and the community that co-founders Kyle Kazan, Chairman and CEO, and Graham Farrar, President, instilled at the outset. Through its portfolio of brands, which includes Glass House Farms, Forbidden Flowers, and Mama Sue Wellness, Glass House is committed to realizing its vision of excellence: outstanding cannabis products, produced sustainably, for the benefit of all. For more information and company updates, visit www.glasshousegroup.com.
Media Contact
MATTIO Communications
glasshouse@mattio.com
Investor Relations Contact:MATTIO Communications
T: (416) 992-4539
Email: ir@mattio.com