Item 9 Labs Corp. (OTCPK:INLB) signed a definitive agreement to acquire Sessions Cannabis from Steven Fry, Najla Guthrie, Darryl Allen, Louis Laskovski, 2628146 Ontario Ltd. and 11949896 Canada Inc. for $21 million on May 18, 2022. As per the terms of the transaction, Item 9 Labs shall pay $12.8 million plus the earnout payments of $4.1 million of common stock 12 months following the closing date and $4.1 million common stock 24 months following the closing date subject to post-closing adjustments. Item 9 Labs Corp. shall pay a termination fee of $0.54 million to the sellers. The transaction is subject to customary closing conditions including Item 9 Labs receiving financing sufficient to complete the transaction and Sessions Cannabis shall have a minimum cash balance of $0.1 million. As on November 30 , 2022 Item 9 Labs Corp. has fulfilled its financial conditions related to the acquisition of Sessions Cannabis. Transaction will close in the next three months. Frank Robinson and Jeffrey Mikelberg of Cassels Brock & Blackwell LLP acted as legal advisors to the sellers and Francesco Gucciardo and Gary Volman of Aird & Berlis LLP acted as legal advisor to Item 9 Labs Corp. The total cash purchase price of the transaction is $12.8 million, which is being fully funded through an Acquisition Line of Credit with a 5-year term from a commercial lender.

Item 9 Labs Corp. (OTCPK:INLB) cancelled the acquisition of Sessions Cannabis from Steven Fry, Najla Guthrie, Darryl Allen, Louis Laskovski, 2628146 Ontario Ltd. and 11949896 Canada Inc. on May 25, 2023. The purchase agreement was terminated by the sellers, as a consequence of the failure by Item 9 Labs Corp. to deliver to the Vendors, on or before to the Closing Date, insufficient cash on hand or other sources of immediately available funds to make payment of all amounts to be paid including without limitation, the purchase price. As on June 1, 2023, OCG Management Ontario Inc., a wholly owned subsidiary of Item 9 Labs Corp., terminated the Company's acquisition Line of Credit agreement with Prime Capital Ventures, LLC. The financing agreement was to provide the Company with the necessary financing to complete the acquisition of Sessions Cannabis.