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.