Nutritional High Receives USD $1 Million Equity Commitment and Enters into Investor Relations Agreement
TORONTO, ONTARIO–(Marketwired – Jan. 6, 2016) – Nutritional High International Inc. (the “Company” or “Nutritional High“) (CSE:EAT)(OTCQB:SPLIF) is pleased to announce that it has entered into an equity purchase agreement (“EPA“) with Kodiak Capital Group LLC (“Kodiak“), pursuant to which Kodiak has agreed to purchase up to USD $1 million of Nutritional High’s common shares (“Common Shares“).
Pursuant to the terms of the EPA, the Company may, at its sole discretion and at any time prior to December 31, 2016 (“Commitment Period“), require Kodiak to purchase any amount of Common Shares of the Company in tranches up to USD $1 million, from treasury. The purchase price of the Common Shares shall be the greater of (1) CAD $0.05, and (2) a 25% discount to the market price of the Common Shares during the five trading days immediately preceding the Company’s draw down.
The Company has a right and not an obligation to draw down the funds at its sole discretion, which provides it with the flexibility to reduce dilution and only draw on funds as it deems necessary. The EPA applies only to Common Shares and does not require any issuance of warrants or other convertible securities, nor does it require a pledge of any security or payment of commitment fees. The EPA is conditional on (1) Nutritional High filing an F-1 Registration Statement with the U.S. Securities & Exchange Commission on or before January 31, 2016, and (2) the registration statement being deemed or declared effective.
David Posner, CEO of Nutritional High commented, “Kodiak has emerged as a leading source of capital for the marijuana industry, and we’re pleased that they have agreed to a straight equity purchase of our Common Shares without the restrictions and security they usually require when making investments. We believe this financing provides Nutritional High with a strategic benefit and demonstrates Kodiak’s confidence in our plans to build leading edibles facilities in Colorado and elsewhere in the USA.”
Jim Fitzpatrick at Kodiak Capital commented, “Nutritional High has a first-rate management team and an attractive business plan. Kodiak is impressed with Nutritional High’s progress to-date and believe the team is well suited to bring quality products to market. We look forward to strengthening our relationship with Nutritional High as a long term institutional capital partner.”
Nutritional High Engages Transcend for Investor Relations Services
The Company is pleased to announce that it has engaged Transcend Capital Inc. (“Transcend“) to provide investor relations services to the Company. The Company will pay to Transcend a monthly fee of $6,666.67 for a period of six months. Prior to its engagement, Transcend acquired Common Shares of the Company in the secondary market.
Transcend is a Vancouver-based, full-service investor relations firm that assists micro, small and mid-cap public companies with market awareness campaigns and helps them gain valued industry exposure through an extensive network of retail and institutional clients.
About Nutritional High International Inc.
Nutritional High is focused on developing, manufacturing and distributing products and nationally-recognized brands in the hemp and marijuana-infused products industry, including edibles and oil extracts for medical and adult recreational use. The Company works exclusively through licensed facilities in jurisdictions where such activity is permitted and regulated by state law. Nutritional High is also working to acquire licenses and operating businesses related to marijuana-infused products elsewhere in the United States.
About Kodiak Capital Group LLC
Kodiak is an institutional investor headquartered in Newport Beach, CA. Kodiak makes private investments in public and private entities utilizing proprietary equity and debt instruments. These investments provide long-term strategic capital offering companies certainty, flexibility and consistency. Kodiak’s investments are in a wide range of industries emphasizing alternative energy, consumer products, life sciences, natural resources and social media technology. For more information, visit www.kodiakfunds.com.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR OTC MARKETS GROUP INC, NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release may contain forward-looking statements and information based on current expectations. These statements should not be read 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 be materially different from those implied by such statements. Such statements include submission of the relevant documentation within the required timeframe and to the satisfaction of the relevant regulators, completing the acquisition of the applicable real estate and raising sufficient financing to complete the Company’s business strategy. There is no certainty that any of these events will occur. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.
Company’s securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. 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 “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.