Nutritional High International Inc. (CSE:TO EAT) (“Nutritional High” or the “Company”) is pleased to announce that it has completed the previously announced acquisition (the “Transaction”) of Psychedelic Science Corp. (“PSC”), as per our June 1 press release. , 2020.
PSC develops health and wellness products while researching the therapeutic effects of psychoactive and non-psychoactive plant compounds. PSC’s research and initial product development will be located in Thailand in partnership with Rangsit University (“RSU”).
Under its agreement with RSU, PSC is developing cultivation and extraction methodologies for cacti, fungi and other herbal compounds. Additionally, clinical trials are currently being designed to determine the safety and efficacy of cactus whole plant extract for the treatment of various indications, including pain, anxiety, and depression. PSC also works with RSU to source and develop non-psychoactive herbal wellness products for sale in North America.
RSU is in the process of securing plant material and should begin testing growth rates against levels of certain desirable alkaloids, including mescaline, a psychoactive compound. The Company plans to cooperate with RSU to develop the commercial supply of certain psychedelic cacti for clinical use in Thailand and abroad. The company also supports efforts to legalize psilocybin for medical research and will work with RSU, which has Asian GMP-compliant cultivation facilities, to cultivate various psychedelic mushrooms.
“The transaction is part of our plan to continue to focus Nutritional High’s attention on its higher margin product categories,” said CEO John Durfy. “As we continue to develop, manufacture and sell cannabis-based products, the acquisition of PSC will give us a unique position in this emerging part of the herbal medicine and wellness market.”
Pursuant to the transaction, the Company acquired all of the outstanding common shares of PSC in exchange for common shares of the Company (the “Common Shares”) on a one-for-one basis. PSC shareholders received a total of 137,522,968 common shares. Following the transaction, the Company became the sole shareholder of all outstanding securities of PSC. In addition, a total of 137,522,968 common share purchase warrants of PSC were exchanged on a one-for-one basis for common share purchase warrants of the Company (each a “Warrant”). Each of these warrants entitles its holder to acquire one common share at any time on or before the second anniversary of its issuance (with expiry dates ranging from July 16, 2022 to July 23, 2022) at a price of exercise of $0.05. In addition, 3,001,837 PSC compensation options were exchanged on a one-for-one basis for Company compensation options. Each compensation option entitles its holder to acquire one unit (a “Unit”) at an exercise price of $0.03 at any time on or before the second anniversary of its issuance (these dates ranging from July 16, 2022 as of July 23, 2022). Each unit consists of one common share and one warrant.
Mr. Kruesopon is a director of the Company and part owner of PSC and as such the Transaction is deemed to be a related party transaction under the policies of National Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI-61-101”). The Company is relying on the exemptions from the minority shareholder approval and formal valuation requirements applicable to related party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of NI 61-101 , as the fair market value of the common stock received by Mr. Kruesopon upon the exchange for common stock of PSC does not exceed 25% of the market capitalization of the company. The Company has not filed a material change report with respect to the related party transaction as the related party nature of the transaction was previously disclosed in the June 1, 2020 press release.
About Nutritional High International Inc.
Nutritional High is focused on developing and manufacturing branded products in the cannabis industry, with a particular focus on edibles and oil extracts for medical and recreational use for adults. The Company operates exclusively in jurisdictions where such activity is authorized and regulated by state law. Nutritional High has taken its flagship FLÏ™ edible and vaping product lines from production to market in various markets, including Colorado, where its award-winning FLÏ™ products are manufactured by Palo Verde, LLC. The Company has signed a purchase agreement for Palo Verde and is awaiting regulatory approval.
The Company also distributes products through its wholly owned distributor Calyx Brands Inc. The Company has signed an agreement to sell Calyx which is expected to close in the current fiscal quarter.
For updates on company activities and highlights of company press releases and other media coverage, please follow Nutritional High on Facebook, Twitter and Instagram or visit www.nutritionalhigh.com.
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Nutritional High International Inc.
NEITHER THE CANADIAN SECURITY EXCHANGE NOR OTC MARKETS GROUP INC. NOR THEIR REGULATION SERVICE PROVIDERS HAVE REVIEWED NOR ACCEPT RESPONSIBILITY FOR THE SUITABILITY OR ACCURACY OF THIS RELEASE.
This press release may contain forward-looking statements and information based on current expectations. These statements should not be construed as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those implied by such statements. Risks that could impact the ability to realize these events include the completion of due diligence, the negotiation of definitive agreements and the receipt of applicable approvals. Although these statements are based on management’s reasonable assumptions, there can be no assurance that these assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.
The securities of the Company have not been registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or applicable state securities laws, and may not be offered or sold to , or for the account or benefit of, persons in the United States or “US Persons”, as that term is defined in Regulation S of the US Securities Act, in the absence of registration or an applicable exemption to these registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. .
In addition, there are known and unknown risk factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained in the present. All forward-looking information contained herein is qualified in its entirety by this cautionary statement, and the Company undertakes no obligation to revise or update such forward-looking information or to publicly announce the outcome of any revision of any forward-looking information contained herein to reflect future results, events or developments, except as required by law. Some of the risks and other factors that could cause actual results to differ materially from those expressed in the forward-looking information expressed in this press release include, but are not limited to: obtaining and maintaining regulatory approvals, including including the acquisition and renewal of state, local or other licenses, the uncertainty of existing protection from U.S. federal or other lawsuits, regulatory or policy changes such as changes in applicable laws and regulations, including legalization of US state laws, market and general economic conditions of the cannabis industry or otherwise.
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