NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
HempFusion Wellness Inc. (TSX:CBD.U) (OTCQB:CBDHF) (“HempFusion”
or the “Company”), a leading health and wellness company offering
premium probiotic supplements and products containing CBD,
announces that it intends to amend the terms of its previously
announced brokered private placement (the “Offering”) of
convertible debenture units (the “Units”) led by Research Capital
Corporation (the “Agent”) as sole agent and sole bookrunner.
Pursuant to the Company’s press release dated March 1, 2022, the
Company announced its intention to offer up to 3,000 Units at the
issue price of US$1,000 per Unit for gross proceeds of up to US$3.0
million, with each Unit being comprised of: (i) US$1,000 principal
amount of 10% senior secured convertible debentures of the Company
(the “Convertible Debentures”) which will be convertible into
common shares of the Company (each a “Common Share”) at a
conversion price of US$0.15 per Common Share, subject to adjustment
in certain events (the “Conversion Price”) and maturing on the date
that is three (3) years from the date the Units are issued (the
“Maturity Date”); and (ii) 3,333 common share purchase warrants of
the Company (the “Warrants”). Each Warrant will entitle the holder
thereof to purchase one Common Share at a price of US$0.20 per
Common Share (the “Warrant Exercise Price”) until the Maturity
Date.
The proposed amendments to the terms of the Offering are as
follows:
- The Company will offer up to 2,233 Units for gross proceeds of
up to US$2,233,000, plus a 15% over-allotment option granted to the
Agent (up to an additional 335 Units); - The number of Warrants
included in a Unit will be increased to 5,000 Warrants; - The
Conversion Price will be amended to US$0.10 per Common Shares; and
- The Warrant Exercise Price will be amended to US$0.14 per Common
Share.
On March 18, 2022, the Company issued an initial tranche of
Units (the “Existing Units”) under the Offering. The terms of the
Existing Units will be amended in accordance with the amendments to
the Offering noted above. Holders of the Existing Units will be
asked to provide written consent to the amendments to the
Convertible Debentures and Warrants contained in the Existing
Units. In accordance with Toronto Stock Exchange policy, the
amendment to the exercise price of the Warrants contained in the
Existing Units will take effect on April 27, 2022. In addition, the
Company issued broker warrants to the Agent in connection with the
closing of the purchase of the Existing Units. The Company intends
to amend the terms of those broker warrants to amend the exercise
price to US$0.11 per Common Share, with such amendment taking
effect on April 26, 2022. None of the Existing Units or the Broker
Warrants previously issued were issued to insiders of the
Company.
The Company has agreed to pay the Agent, upon closing of the
Offering, a cash commission equal to 7.0% of the aggregate gross
proceeds of the Offering (including in respect of any exercise of
the over-allotment option), subject to a reduction for certain
orders on a “president’s list”. In addition, the Company will issue
such amount of broker warrants equal to 7.0% of the number of
Common Shares issuable upon conversion of the Convertible
Debentures (based on the Conversion Price) exercisable for one
common share at the price of US$0.11 per Common Share.
All other terms of the Units, including the terms of the
Convertible Debentures and the Warrants remain the same.
The above noted amendments are subject to the approval of the
Toronto Stock Exchange.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described in
this news release in the United States. Such securities have not
been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
any state securities laws, and, accordingly, may not be offered or
sold within the United States, or to or for the account or benefit
of persons in the United States or "U.S. Persons", as such term is
defined in Regulation S promulgated under the U.S. Securities Act,
unless registered under the U.S. Securities Act and applicable
state securities laws or pursuant to an exemption from such
registration requirements.
About HempFusion Wellness Inc.
One of a select few hemp-derived CBD companies that are today
fully prepared to meet or exceed expected global guidance,
HempFusion Wellness Inc. is a leading health and wellness company
whose family of premium consumer brands include HempFusion™, Sagely
Naturals™, Apothecanna™, and Probulin Probiotics™, one of the
fastest-growing probiotics companies in the United States according
to SPINs reported data.
Among the handful of CBD companies who have achieved
Self-Affirmed GRAS status, the HempFusion family of brands’ product
portfolio comprises 112 SKUs including USDA Organic Certified
Tinctures, proprietary FDA Drug Listed Over-The-Counter (OTC)
Topicals, probiotic supplements and skin care products, a White
Label division and more. With a strong focus on research and
development, HempFusion Wellness has 43 products under
development.
Available from more than 18,000 US retail locations across all
50 states, HempFusion Wellness products are also available in
China, Mexico, Ireland, United Kingdom, United Arab Emirates, South
Korea and Canada and may be purchased online from each brand’s
website, The Probulin Store on Amazon.com, Alibaba’s Tmall.com, the
world’s largest cross-border online marketplace, and a multitude of
additional e-commerce sites.
For more information, visit www.hempfusion.com. Follow
HempFusion on Twitter, Facebook and Instagram.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements and
forward-looking information within the meaning of Canadian
securities legislation (collectively, “forward-looking statements“)
that relate to HempFusion’s current expectations and views of
future events. Any statements that express, or involve discussions
as to, expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the
use of words or phrases such as “will likely result”, “are expected
to”, “expects”, “will continue”, “is anticipated”, “anticipates”,
“believes”, “estimated”, “intends”, “plans”, “forecast”,
“projection”, “strategy”, “objective” and “outlook”) are not
historical facts and may be forward-looking statements and may
involve estimates, assumptions and uncertainties which could cause
actual results or outcomes to differ materially from those
expressed in such forward-looking statements. No assurance can be
given that these expectations will prove to be correct and such
forward-looking statements included in this news release should not
be unduly relied upon. These statements speak only as of the date
of this news release. In particular and without limitation, this
news release contains forward-looking statements relating to the
closing of the Private Placement and the use of proceeds from the
Private Placement and the Company’s other plans, focus and
objectives. Forward-looking statements are based on a number of
assumptions and are subject to a number of risks and uncertainties,
many of which are beyond HempFusion’s control, which could cause
actual results and events to differ materially from those that are
disclosed in or implied by such forward-looking statements. Such
risks and uncertainties include, but are not limited to, the
closing of the Offering, the use of proceeds of the Offering, the
ability of the Company to obtain regulatory approval with respect
to the Offering, the impact and progression of the COVID-19
pandemic and other factors set forth under “Cautionary Note
Regarding Forward-Looking Statements” and “Risk Factors” in the
annual information form of the Company dated March 31, 2021, and
available under the Company’s profile on SEDAR at www.sedar.com.
HempFusion undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by law. New
factors emerge from time to time, and it is not possible for
HempFusion to predict all of them or assess the impact of each such
factor or the extent to which any factor, or combination of
factors, may cause results to differ materially from those
contained in any forward-looking statement. Any forward-looking
statements contained in this news release are expressly qualified
in their entirety by this cautionary statement.
Neither the TSX nor its Regulation Services Provider (as that
term is defined in the policies of the TSX) accepts responsibility
for the adequacy or accuracy of this release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220412005547/en/
Investor Relations: Eric Balshin +1 437-826-9911
eric@sophiccapital.com Company Contact: Jason Mitchell, N.D. Chief
Executive Officer and Director ir@hempfusion.com
HempFusion Wellness (TSX:CBD.U)
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