Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, and subject to the satisfaction of the conditions as
set forth therein, the Company agreed to purchase a seventy percent (70%) stake
in the Seller's Lynwood Operations for a purchase price of
Further, pursuant to the Agreement, the Seller agreed to grant the Company an option to invest in all future business opportunities of the Seller pertaining to any and all legal and regulated cannabis business operations. The Seller and the Company agreed to negotiate a formal agreement for this option within ninety (90) days of the Effective Date. Further, pursuant to the Agreement, Seller agreed to grant the Company unlimited participation rights in any future financings of the Seller, and to negotiate a formal agreement for such participation rights to be entered into by the Seller and the Company within ninety (90) days of the Effective Date.
The closing (the "Closing") of the Stake Purchase and other transactions contemplated in the Agreement (collectively, the "Transactions") was subject to certain customary closing conditions, such as, but not limited to, approval of the Transactions contemplated in the Agreement by the Company's board of directors, there being no material adverse change in the business of the Seller between the Effective Date and the date of the Closing, and there being no prohibition against the proposed Transactions in the Agreement.
On
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As disclosed in Item 1.01, the Company acquired a 70% stake in the Seller's
Lynwood Operations in exchange for
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As disclosed in Item 1.01, pursuant to the Agreement, the Company agreed to pay
to the Seller
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Item 7.01. Regulation FD Disclosure.
On
The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Document
10.1* Common Share Purchase Agreement datedFebruary 8, 2021 . 99.1* Press release of the registrant datedFebruary 11, 2021 . *Filed herewith. -2-
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