6-K
Adastra Holdings Ltd. (XTXXF)
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-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the date of March 3, 2023
Commission File Number 000-56365
Adastra Holdings Ltd.
(Translation of registrant's name into English)
5451 - 275 Street, Langley, British Columbia Canada V4W 3X8
(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 [X] 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) [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SUBMITTED HEREWITH
| 99.1 | News Release dated March 3, 2023 |
|---|---|
| 99.2 | Material Change Report dated March 3, 2023 |
- 2 -
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.
Adastra Holdings Ltd.
| /s/ Michael Forbes |
|---|
| Michael Forbes, Chief Executive Officer<br><br> <br>Date: March 3, 2023 |
Adastra Holdings Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICESOR FOR DISSEMINATION IN THE UNITED STATES
Adastra Labs Clarifies and Retracts Certain Disclosure related to itsReceipt of Health Canada Approval for the Amendment to IncludeCocaine Under its Controlled Substances Licence
LANGLEY, BC, March 3, 2023 - Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) ("Adastra" or the "Company"), a leading cannabis company focused on processing, adult-use and medical sales, organoleptic testing and analytical testing, retracts the statements in its news release dated February 22, 2023. Such statements should not be relied upon.
The Company received its Controlled Substances Licence ("Dealer's Licence") on August 24, 2022 and an amendment on February 17, 2023. The Company's wholly-owned subsidiary Adastra Labs Inc. ("Adastra Labs") is licensed to conduct the following regulated activities: possession, production, assembling, sale/provision and sending, transportation and delivery with coca leaf, cocaine, and psilocybin. Adastra Labs may only produce 1,000 grams of psilocybin and 250 grams of cocaine in 2023.
The Dealer's Licence issued to Adastra Labs does not permit Adastra Labs to sell coca leaf, psilocybin or cocaine to the general public. For cocaine, and under the Dealer's Licence, Adastra Labs is only permitted to sell to other licensed dealers who have cocaine listed on their licence including pharmacists, practitioners, hospitals, or the holder of a section 56(1) exemption for research purposes under the Controlled Drugs and Substances Act (CDSA).
The Company is not currently undertaking any activities with cocaine under the Dealer's Licence and before doing so, it will only undertake such activities legally permitted by the Dealer's Licence and after consultation with applicable Provincial Governments.
About Adastra Holdings Ltd.
Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use, medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada. Adastra's Phyto Extractions brand is well-known for its cannabis concentrate products. The Company also operates Adastra Labs Inc., a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, British Columbia, focused on extraction, distillation, and manufacturing of cannabis-derived products. Adastra is poised to be a drug formulation and development leader in these emerging sectors. Adastra operates PerceiveMD, a multidisciplinary manufacturer for medical cannabis and psychedelic therapies, working alongside practitioners and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients. For more information, visit: www.adastraholdings.ca.
Contacts
Michael Forbes, CEO, Corporate Secretary & Director (778) 715-5011 [email protected]
Alyssa Barry, Investor Relations
(604) 997-0965 [email protected]
Forward-Looking Information
This news release contains forward-looking information within the meaning of Canadian securities legislation concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information. Important factors that could cause actual results to differ materially from those expressed in the forward-looking information include: changes in the laws and underlying regulations governing drugs in Canada; the availability of a qualified workforce; changes in regulations or licensing affecting the Company's business; patients' access to products containing controlled substances and other factors beyond the control of the Company. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.
Adastra Holdings Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com
FORM 51-102F3 MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Adastra Holdings Ltd. (the "Company") 5451 - 275 Street Langley, BC V4W 3X8
Item 2. Date of Material Change
March 3, 2023
Item 3. News Release
The news release was issued and disseminated via Accesswire on March 3, 2023 and filed on SEDAR at www.sedar.com.
Item 4. Summary of Material Change
The Company retracted the statements in its news release dated February 22, 2023. Such statements should not be relied upon.
The Company received its Controlled Substances Licence ("Dealer's Licence") on August 24, 2022 and an amendment on February 17, 2023. The Company's wholly-owned subsidiary Adastra Labs Inc. ("Adastra Labs") is licensed to conduct the following regulated activities: possession, production, assembling, sale/provision and sending, transportation and delivery with coca leaf, cocaine, and psilocybin. Adastra Labs may only produce 1,000 grams of psilocybin and 250 grams of cocaine in 2023.
The Dealer's Licence issued to Adastra Labs does not permit Adastra Labs to sell coca leaf, psilocybin or cocaine to the general public. For cocaine, and under the Dealer's Licence, Adastra Labs is only permitted to sell to other licensed dealers who have cocaine listed on their licence including pharmacists, practitioners, hospitals, or the holder of a section 56(1) exemption for research purposes under the Controlled Drugs and Substances Act (CDSA).
The Company is not currently undertaking any activities with cocaine under the Dealer's Licence and before doing so, it will only undertake such activities legally permitted by the Dealer's Licence and after consultation with applicable Provincial Governments.
Item 5. Full Description of Material Change
5.1 Full Description of Material Change
The material change is fully described in Item 4 above and in the news release which has been filed on SEDAR.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
None.
Item 8. Executive Officer
Michael Forbes, CEO, Corporate Secretary and Director Telephone: (778) 715-5011
Item 9. Date of Report
March 3, 2023