6-K
Glass House Brands Inc. (GLASF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| For<br>the month of November, 2021 | Commission<br>File Number: 000-56261 |
|---|
Glass House Brands Inc.
(Translation of registrant’s name into English)
3645 Long Beach Blvd.
Long Beach, California 90807
(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:<br>November 5, 2021 | /s/<br>Kyle Kazan |
| --- | --- |
| By: Kyle Kazan | |
| Title: Chief Executive Officer |
2
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | News Release dated November 4, 2021 |
| 99.2 | News Release<br>dated November 4, 2021 |
3
Exhibit 99.1
Glass House Brands Appoints John Brebeck asVice President of Investor Relations
LONG BEACH, CA and TORONTO, November 4^th^,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 appointed John Brebeck as Vice President of Investor Relations. Mr. Brebeck commenced his new role with the Company on November 1, 2021.
"We are thrilled to welcome John to the Glass House team as our new VP of Investor Relations," said Kyle Kazan, Chairman and Chief Executive Officer of Glass House. "John has been a shareholder in Glass House Brands from the very beginning and is a strong proponent of shareholder alignment. Having spent his entire career in the public markets in research, investment strategy, investment banking, and capital market advisory for public companies, John brings a vast breadth of experience in the institutional investment industry to the Glass House team. Over the past ten years, he has helped hundreds of companies communicate their investment proposition with greater clarity and sophistication, enhancing shareholder value, improving the investor base and facilitating the fundraising process."
Mr. Kazan added, "We believe that John, working closely with our CFO, Mark Vendetti, who joined us in October, will provide a huge boost to our investor outreach program. We are very excited to bring him on as we continue to execute on our vertically integrated corporate strategy and embark on this next phase of Company growth."
Mr. Brebeck joins Glass House with more than 25 years of investment advisory experience. Previously he was Senior Advisor at Quantum International Corporation, Taiwan's premier Capital Market Advisory firm. He was also previously the Head of Research at Yuanta Securities, the No. 1 Broker in Taiwan. While at Yuanta, Mr. Brebeck became the first-ever foreign-born President of Yuanta Investment Consulting. He also was the Head of Research for the Dalton Greater China Fund and continues to serve as an External Director to the Fund. During the early years of Taiwan's rise to become an IT manufacturing powerhouse, Mr. Brebeck was Head of Research & Senior Technology Analyst at JP Morgan Securities in Taiwan, and a key member of JP Morgan's top-ranked Asia Ex-Japan Technology Research Team.
Mr. Brebeck is fluent in Mandarin Chinese, holds a Bachelor of Arts Degree in China Regional Studies from Georgetown University, attained his MBA degree at the University of Chicago Booth, and is a CFA Charterholder.
About Glass House Brands
Glass House Brands 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, Board Member and President, instilled at the outset. Through its portfolio of brands, which includes Glass House Farms, Forbidden Flowers, and Mama Sue Wellness, Glass House Brands 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.glasshousebrands.com and https://ir.glasshousebrands.com/contact/email-alerts/.
Forward Looking Statements
This news release contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). Forward-looking statements reflect current expectations or beliefs regarding future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. All forward-looking statements, including those herein are qualified by this cautionary statement.
Although the Company believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release speak only as of the date of this news release or as of the date or dates specified in such statements.
Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those proiected in the forward-looking information. For more information on the Company, investors are encouraged to review the Company's public filings on SEDAR at www.sedar.com. The Company disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.
For further information, please contact:
Glass House Brands Inc.
John Brebeck, Vice President of Investor Relations
ibrebeck@glasshousegroup.com
562.264.5078
Investor Relations Contact:
MATTIO Communications T: (416) 992-4539
Email: ir@mattio.com
Exhibit 99.2
Glass House Brands Files Suit Against Element7 to Enforce Transfer of ContractuallyCommitted Licenses
LONG BEACH, Calif.and TORONTO, November 4, 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 its subsidiary GH Group Inc. (“GH Group”) has filed suit in Superior Court for the County of Los Angeles, Central District (Case No. 21STCV40401) against Element 7 CA, LLC (“E7 LLC”) and its principals and owners Josh Black and Robert “Bobby” DiVito (together “Element 7”) for a variety of claims arising from Element 7’s conduct incident to the Merger and Exchange Agreement (the “Merger Agreement”) entered into between GH Group Inc. (“GH Group”) and E7 LLC dated as of February 23, 2021. In addition, GH Group has also given notice to E7 LLC that it is terminating the License Development Consulting Agreement between the parties dated as of February 23, 2021, for cause.
To date, E7 LLC has fully transferred three retail licenses located in Dunsmuir, Hesperia, and Eureka, California (the “Transferred Locations”) out of a total of seventeen licenses that were contractually committed to be transferred under the terms of the Merger Agreement. The Company expects to prevail in the suit and to be able to enforce the transfer of the remaining fourteen retail licenses.
Developing a robust retail footprint across the state of California is a key pillar of Glass House’s vertical integration strategy and is amongst the Company’s top priorities. In addition to bringing on the Transferred Locations, the Company is building out two new dispensaries for which licenses were recently approved in Santa Barbara. The Company is actively working to secure several more locations, in addition to the remaining contractually committed E7 LLC licenses, and will provide an update on its progress as they are confirmed.
About Glass House Brands
Glass House Brands 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, Board Member and President, instilled at the outset. Through its portfolio of brands, which includes Glass House Farms, Forbidden Flowers, and Mama Sue Wellness, Glass House Brands 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.glasshousebrands.com and https://ir.glasshousebrands.com/contact/email-alerts/.
Forward Looking Statements
This news release contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"), including, without limitation, the Company’s expectations of a successful outcome in the suit and its ability to enforce the transfer of the balance of the E7 LLC licenses; GH Group’s intention to terminate the License Development Consulting Agreement with E7 LLC; and the Company’s intention to secure more dispensary locations; Forward-looking statements reflect current expectations or beliefs regarding future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. All forward-looking statements, including those herein are qualified by this cautionary statement.
Although the Company believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information, including GH Group not being successful in its suit against Element 7; GH Group being unsuccessful in terminating the License Development Consulting Agreement for cause; the Company not being successful with its planned build out of dispensaries, together withthe risks disclosed in the Company’s public filings on SEDAR at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are provided for the purposes of advising investors of the Company’s current plans in respect of actions being taken with respect to Element 7 and certain of the Company’s expansion plans, and speak only as of the date of this news release or as of the date or dates specified in such statements.The Company disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.
For further information, please contact:
Glass House Brands Inc.
John Brebeck, Vice President of Investor Relations
jbrebeck@glasshousegroup.com
562.264.5078
Jamin Horn, General Counsel and Corporate Secretary
jamin@glasshousegroup.com
562.264.5078
Investor Relations Contact:
MATTIO Communications T: (416) 992-4539
Email: ir@mattio.com