Nutritional High Bolsters Its California Brand Portfolio With LOI to Acquire Leading California Edibles Company
TORONTO, July 18, 2018 (GLOBE NEWSWIRE) — Nutritional High International Inc. (the “Company” or “Nutritional High”) (CSE:EAT) (OTCQB:SPLIF) (FRANKFURT:2NU) is pleased to announce their entry into a Letter of Intent (“LOI”) to acquire a 51% interest in Bright Green Lights LLC, a California company d/b/a as J:MEDS (“J:MEDS”). J:MEDS produces high quality cannabis-infused strain specific lozenges and sugar-free mints distributed across California. The Company believes that the Company’s subsidiary Calyx Brands, Inc. (“Calyx”) can significantly ramp up sales of J:MEDS products. Having commenced operations in 2005, J:MEDS is a pioneer of “microdosed” infused products and is one of California’s longest operating and most respected edible companies.
Terms of the LOI are as follows (all figures in USD):
The Company will pay USD$714,000 for a 51% interest in J: MEDS, of which, USD$200,000 is payable in cash and USD$400,000 in common shares (the “Consideration Shares”), all payable at closing. The Consideration Shares will be priced at the 30-day volume weighted average trading price (“VWAP”) of the Company’s common shares for the 30 trading days immediately preceding 3 business days before closing;
The remaining USD$114,000 of the purchase price will be paid in cash upon successful revenue generation of $250,000 per month for three consecutive months;
The Company shall have the option to purchase the remaining 49% of the equity interest of J:MEDS, starting on the 24 month from closing and ending 36 months from closing, for an amount equal to 4 times the 12-month trailing EBITDA of J:MEDS multiplied by 49%. Half of the purchase price will be payable in cash, and half in common shares of the Company priced at the 30-day VWAP immediately preceding the exercise of the option.
Jeffrey Kolsky, Founder and Director of J:MEDS, was awarded a patent in 2014 for Medical cannabis lozenges and compositions thereof (US 2016/0158298 A1), which patent will be transferred to J:MEDS. The patent is for “a method for optimizing the therapeutic effects provided by CBD on the one hand, and the psychotropic effects provided by THC on the other hand, in a sublingual medicament.”
The patent specifically notes the method to obtain “a concentrated extract of cannabis in which the concentration of CBD is known and the concentration of THC is known … wherein the amount of CBD is as high as possible and where the amount of THC is precisely controlled, forming lozenges, and administering the medicament.”
Jim Frazier, CEO of Nutritional High, commented, “We are very pleased to be acquiring J:MEDS, bringing another dynamic California brand into our product portfolio. We see significant synergies in this transaction, as J:MEDS offers high quality products and faces a capacity gap to meet current and future demand, which we will be able to bridge and scale up significantly. Going forward we will continue to seek to acquire high quality assets and further implement our California strategy to create additional value for our shareholders.”