GRUSF 6-K
Grown Rogue International Inc. (GRUSF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
THE SECURITIES EXCHANGE ACT OF 1934
Date: April 25, 2024
Commission File No. 0-53646
Grown Rogue International Inc. (formerly Novicius Corp.)
(Translation of Registrant’s name into English)
550 Airport Road
Medford, Oregon, United States 97504
(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 ☐
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):
Yes ☐ No ☒
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):
Yes ☐ No ☒
TABLE OF CONTENTS
1
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.
| Dated April 25, 2024 | GROWN ROGUE INTERNATIONAL INC. | |
|---|---|---|
| (FORMERLY: NOVICIUS CORP.) | ||
| By: | /s/ Obie Strickler | |
| Name: | Obie Strickler | |
| Title: | President & Chief Executive Officer |
2
Exhibit 1
GrownRogue Announces Exercise of Warrants and Options; Conversion of Debentures
Medford,Oregon, April 10, 2024 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the amazing terroir of Oregon’s Rogue Valley, is pleased to announce that, further to its press release on March 1, 2024, all 23,270,249 common share purchase warrants issued in December of 2022 and in July/August of 2023 have been exercised for an aggregate of 23,270,249 common shares for aggregate gross proceeds of approximately US$4.7 million.
Further, the Company announces that in March of 2024, 1,515,000 common shares were issued in connection with the exercise of options for aggregate gross proceeds of US$0.2M, and 1,459,608 common shares were issued in connection with the conversion of debentures representing a principal amount of US$250,000. The Company confirms that it currently has 208,250,743 common shares issued and outstanding and 261,913,461 common shares on a fully diluted basis.
“We would like to thank our debenture holders for the efficient exercise of the warrants”, said Obie Strickler, CEO of Grown Rogue. “The proceeds of US$4.7M sufficiently funds the Company’s current growth initiatives in New Jersey and Illinois. Construction at the New Jersey cultivation facility is nearing completion with sales commencing in the second half of 2024, and the recently announced Illinois project expects sales to commence in the second half of 2025.”
AboutGrown Rogue
Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a craft cannabis company operating in Oregon, Michigan, Minnesota, Maryland, and New Jersey, focused on delighting customers with premium flower and flower-derived products at fair prices. The Company’s roots are in Southern Oregon, where it has proven its capabilities in the highly competitive and discerning Oregon market. The Company’s passion for quality product and value, combined with a disciplined approach to growth, prioritizes profitability and return on capital without sacrificing quality. The Company’s strategy is to pursue capital efficient methods to expand into new markets, bringing craft-quality product at fair prices to more consumers. The Company also continues to make modest investments to improve outdoor craft cultivation capabilities in preparation for eventual interstate commerce. For more information, visit www.grownrogue.com.
FORWARD-LOOKINGSTATEMENTS
This press release contains statementswhich constitute “forward-looking information” within the meaning of applicable securities laws, including statements regardingthe plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Forward- looking informationis often identified by the words “may,” “would,” “could,” “should,” “will,”“intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect”or similar expressions and include information regarding: (i) statements regarding the future direction of the Company (ii) the abilityof the Company to successfully achieve its business and financial objectives, (iii) plans for expansion of the Company and securing applicableregulatory approvals, and (iv) expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward-lookinginformation is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projectionsconcerning the business of the Company’s future results or events based on the opinions, assumptions and estimates of managementconsidered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-lookinginformation are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information,as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combinedcompany. Among the key factors that could cause actual results to differ materially from those projected in the forward-lookinginformation are the following: changes in general economic, business and political conditions, including changes in the financial markets;and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adversechanges in the public perception of cannabis; decreases in the prevailing prices for cannabis and cannabis products in the markets thatthe Company operates in; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws; compliancewith extensive government regulation and related costs, and other risks described in the Company’s public disclosure documentsfiled on SEDAR+ at www.sedarplus.ca.
Should one or more ofthese risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual resultsmay vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Companyhas attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, theremay be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume anyobligation, to update this forward-looking information except as otherwise required by applicable law.
The Company is indirectlyinvolved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplace in the UnitedStates through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activities however, theseactivities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertaintiesrelating to the Company’s business are disclosed in the Company’s Listing Statement filed on its issuer profile on SEDAR+ at www.sedarplus.ca.Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking informationor forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated,believed, estimated or expected.
No stock exchange, securitiescommission or other regulatory authority has approved or disapproved the information contained herein.
For further informationon Grown Rogue, please visit www.grownrogue.com or contact:
Obie Strickler
Chief Executive Officer
Jakob lotte
Vice President of Investor
Relations
(458) 226-2662
Exhibit 2
Form 51-102F3
Material Change Report
| Item 1 | Name and Addressof Company |
|---|
Grown Rogue International Inc. (“GrownRogue” or the “Company”)
550 Airport Road
Medford, Oregon
United States 97504
| Item 2 | Date of MaterialChange |
|---|
April 4, 2024
| Item 3 | News Release |
|---|
A news release was issued by the Company on April 10, 2024 through the facilities of Cision and was subsequently filed on SEDAR+.
| Item 4 | Summary ofMaterial Change |
|---|
The Company announced that 23,270,249 common share purchase warrants (the “Warrants”) have been exercised for an aggregate of 23,270,249 common shares (the “Common Shares”) for aggregate gross proceeds of approximately US$4.7 million.
In March of 2024, 1,515,000 Common Shares were issued in connection with the exercise of options (the “Options”) for aggregate gross proceeds of US$200,000, and 1,459,608 Common Shares were issued in connection with the conversion of debentures (the “Debentures”) representing a principal amount of US$250,000.
| Item 5.1 | Full Descriptionof Material Change |
|---|
Further to its press release on March 1, 2024, on April 10, 2024, the Company announced that all 23,270,249 Warrants issued in December of 2022 and in July/August of 2023 have been exercised for an aggregate of 23,270,249 Common Shares for aggregate gross proceeds of approximately US$4.7 million.
Further, the Company announced that in March of 2024, 1,515,000 Common Shares were issued in connection with the exercise of Options for aggregate gross proceeds of US$200,000, and 1,459,608 Common Shares were issued in connection with the conversion of Debentures representing a principal amount of US$250,000. The Company currently has 208,250,743 Common Shares issued and outstanding and 261,913,461 Common Shares on a fully diluted basis.
| Item 6 | Reliance onSubsection 7.1(2) of National Instrument 51-102 |
|---|
Not applicable.
| Item 7 | Omitted Information |
|---|
Not applicable.
| Item 8 | Executive Officer |
|---|
J. Obie Strickler
Chief Executive Officer
Tel: +1 458 226 2100
Email: [email protected]
| Item 9 | Date of Report |
|---|
April 14, 2024.
Cautionary Note Regarding Forward Looking Information
This report contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Forward- looking information is often identified by the words “may,” “would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” or similar expressions and include information regarding: (i) statements regarding the future direction of the Company (ii) the ability of the Company to successfully achieve its business and financial objectives, (iii) plans for expansion of the Company and securing applicable regulatory approvals, and (iv) expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning the business of the Company’s future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in the public perception of cannabis; decreases in the prevailing prices for cannabis and cannabis products in the markets that the Company operates in; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws; compliance with extensive government regulation and related costs, and other risks described in the Company’s public disclosure documents filed on SEDAR+ at www.sedarplus.ca.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplace in the United States through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activities however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company’s business are disclosed in the Company’s Listing Statement filed on its issuer profile on SEDAR+ at www.sedarplus.ca. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Exhibit3
| April 23, 2024 | Filed Via SEDAR |
|---|
TOALL APPLICABLE EXCHANGES AND COMMISSIONS:
| Subject: | GROWN ROGUE INTERNATIONAL INC. |
|---|---|
| Confirmation of Notice of Record and Meeting Dates |
Dear Sirs:
We advise the following with respect to the upcoming Annual & Special Meeting of Security Holders for the subject issuer:
| 1. | CUSIP<br> Number | ISIN<br> Number |
|---|---|---|
| 39986R106 | CA39986R1064 | |
| 2. | Meeting<br> Type: | Annual<br> & Special |
| 3. | Record<br> Date: | May 10, 2024 |
| 4. | Beneficial<br> Ownership Date: | May 10, 2024 |
| 5. | Mail<br> Date: | May 24, 2024 |
| 6. | Meeting<br> Date: | June 24, 2024 |
| 7. | Classes<br> or Series of Securities that entitle | |
| the<br> holder to receive Notice of the Meeting: | COMMON | |
| 8. | Classes<br> or Series of Securities that entitle | |
| the<br> holder to vote at the meeting: | COMMON | |
| 9. | Business<br> to be conducted at the meeting: | Annual<br> & Special |
| 10. | Notice-and-Access: | |
| Registered<br> Shareholders: | Yes | |
| Beneficial<br> Holders: | Yes | |
| Stratification<br> Level: | Not<br> Applicable | |
| E-Delivery | Yes | |
| 11. | Reporting<br> issuer is sending proxy-related Materials | |
| directly<br> to Non-Objecting Beneficial Owners: | No | |
| 12. | Issuer<br> paying for delivery to Objecting | |
| Beneficial<br> Owners: | Yes | |
| 13. | Issuer<br> paying for delivery to US Non-Objecting | |
| Beneficial<br> Owners: | No |
In accordance with applicable securities regulations we are filing this information with you in our capacity as agent of the Corporation.
Sincerely,
Agent for Grown Rogue International Inc.
390 Bay Street, Suite 920, Toronto, ON M5H 2Y2
Tel: 416-350-5007 Fax: 416-350-5008
Website: www.capitaltransferagency.com
email: [email protected]
Exhibit 4
GrownRogue Increases Ownership of Michigan Operations
Medford, Oregon,April 25, 2024 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the amazing terroir of Oregon’s Rogue Valley, announces that today it has increased ownership in its Michigan operations from 52.2% to 80% in two transactions for total consideration of US$2.8M, with US$0.2M paid in cash and US$2.6M paid by way of 4 year sellers’ notes.
The transaction details are as follows:
| ● | Grown<br> Rogue increased its ownership in Golden Harvests, LLC (“Golden Harvests”), the<br> entity that controls its Michigan operations, operating out of an 80,000 sq ft facility that<br> contains approximately 15,000 sq ft of flowering bench space. |
|---|---|
| ● | Canopy<br> Management, LLC (“Canopy”) holds a 60% interest in Golden Harvests and Canopy<br> is 87% indirectly owned by the Company. |
| --- | --- |
| ● | The<br> Company purchased the total remaining minority interest in Canopy for US$0.8M, which includes<br> a 20% down payment in cash and monthly payments for a period of 4 years with an interest<br> rate of 5.2% per annum. |
| --- | --- |
| ● | The<br> Company purchased 20% of the minority interest in Golden Harvests for US$2.0M, which includes<br> minimum quarterly payments in cash for a period of 4 years. |
| --- | --- |
| ● | The<br> transaction provides for a valuation of Golden Harvests at US$10.0M. |
| --- | --- |
| ● | All<br> payments owing to the sellers are expected to be completed with cash on hand and cash generated<br> from operations. |
| --- | --- |
| ● | The<br> Company retains the option to acquire the remaining 20% of Golden Harvests at a fair market<br> valuation. |
| --- | --- |
“We are excited to announce that we increased our ownership in Golden Harvests to 80%. I would first like to thank Dave Pleitner for being such a great partner as we built the Michigan business together. Our relationship set the blueprint for how we use high-quality local partners to enter new markets, like we are currently doing in New Jersey and Illinois. We cannot stress enough the importance of having a boots-on-the-ground partner with real skin in the business to drive success at the local level. All future partnerships will be measured against the excellence and collaboration of this partnership, and we view this transaction as a true win-win for Dave and our shareholders,” said Obie Strickler, CEO of Grown Rogue.
“Michigan is such an important asset to our Company because it was the first market we proved we could migrate our operational excellence from Oregon to additional markets. Michigan has been a tremendous market for us, and we are thrilled to own a larger piece of this strong business. Michigan still has approximately 25,000 sq ft of facility that can be built out and we are in discussions to expand and optimize the additional capacity,” continued Mr. Strickler.
According to the Michigan Cannabis Regulatory Agency, Michigan reported over US$3.0 billion in cannabis sales in 2023, making it the second largest cannabis market in the United States. In March 2024, sales hit a new monthly record at US$288.8 million.
The minority interest in Golden Harvests is owned by Dave Pleitner, an insider of the Company, and 8% of the interest in Canopy is owned by certain directors of the Company. Such insider participation represents a related-party transaction under Multilateral Instrument 61-101 - Protectionof Minority Security Holders in Special Transactions (“MI 61-101”), but the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject mater of the transaction, nor the consideration paid, exceed 25% of Grown Rogue’s market capitalization.
About Grown Rogue
Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a craft cannabis company operating in Oregon, Michigan, Minnesota, Maryland, and New Jersey, focused on delighting customers with premium flower and flower-derived products at fair prices. The Company’s roots are in Southern Oregon, where it has proven its capabilities in the highly competitive and discerning Oregon market. The Company’s passion for quality product and value, combined with a disciplined approach to growth, prioritizes profitability and return on capital without sacrificing quality. The Company’s strategy is to pursue capital efficient methods to expand into new markets, bringing craft-quality product at fair prices to more consumers. The Company also continues to make modest investments to improve outdoor craft cultivation capabilities in preparation for eventual interstate commerce. For more information, visit www.grownrogue.com.
FORWARD-LOOKINGSTATEMENTS
This pressrelease contains statements which constitute “forward-looking information” within the meaning of applicable securitieslaws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to futurebusiness activities. Forward-looking information is often identified by the words “may,” “would,”“could,” “should,” “will,” “intend,” “plan,” “anticipate,”“believe,” “estimate,” “expect” or similar expressions and include information regarding: (i)statements regarding the future direction of the Company (ii) the ability of the Company to successfully achieve its business andfinancial objectives, (iii) plans for expansion of the Company and securing applicable regulatory approvals, and (iv) expectationsfor other economic, business, and/or competitive factors. Investors are cautioned that forward-looking information is not based onhistorical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning thebusiness of the Company’s future results or events based on the opinions, assumptions and estimates of management consideredreasonable at the date the statements are made. Although the Company believes that the expectations reflected in suchforward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not beplaced on such information, as unknown or unpredictable factors could have material adverse effects on future results,performance or achievements of the combined company. Among the key factors that could cause actual results to differ materiallyfrom those projected in the forward-looking information are the following: changes in general economic, business and politicalconditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equitycapital in the amounts and at the costs that it expects; adverse changes in the public perception of cannabis; decreases in theprevailing prices for cannabis and cannabis products in the markets that the Company operates in; adverse changes in applicablelaws; or adverse changes in the application or enforcement of current laws; compliance with extensive government regulation andrelated costs, and other risks described in the Company’s public disclosure documents filed on Sedar.
2
Should one or more ofthese risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual resultsmay vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Companyhas attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, theremay be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume anyobligation, to update this forward-looking information except as otherwise required by applicable law.
The Company is indirectlyinvolved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplace in the UnitedStates through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activities however, theseactivities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertaintiesrelating to the Company’s business are disclosed in the Company’s Listing Statement filed on its issuer profile on SEDAR+ at www.sedarplus.ca.Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking informationor forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated,believed, estimated or expected.
No stock exchange, securitiescommission or other regulatory authority has approved or disapproved the information contained herein.
For further informationon Grown Rogue, please visit www.grownrogue.com or contact:
Obie Strickler
Chief Executive Officer
Jakob lotte
Vice President of Investor
Relations
(458) 226-2662
3