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See “Cautionary Note Regarding Forward-Looking Statements” in this prospectus. In assessing the risks beneath, you must also refer to the opposite information contained on this prospectus, including the financial statements and the related notes, before deciding to purchase any of our securities. The provisions of this Policy that apply to buying and selling and reporting of transactions in securities apply to all transactions in 48North’s securities, together with frequent shares, inventory choices and another securities 48North might concern once in a while (in addition to the securities of different corporations described in Section 5.4 below). For the year ended September 30, 2020, the Company entered into a 9-month consulting settlement, and as part of that agreement for professional companies, agreed to issue a complete of a hundred,000 shares of the Company’s common inventory and $10,000 money compensation.
Since our widespread stock is a penny inventory, as outlined in Rule 3a51-1 underneath the Exchange Act, it will be harder for investors to liquidate their funding. The SEC defines “penny stock” to be any equity safety that has a market value less than $5.00 per share or an train value of less than $5.00 per share, topic to certain exceptions. The shares of Common Stock are lined by the penny inventory rules pursuant to Rule 15g-9 under the Exchange Act, which impose additional gross sales apply requirements on broker-dealers who promote to individuals aside from established customers and “accredited buyers best cbd gummies for sale”. The time period “accredited investor” refers typically to institutions with belongings in excess of $5,000,000 or individuals with a internet value in excess of $1,000,000 or annual revenue exceeding $200,000 or $300,000 collectively with their partner. The penny stock rules require a broker-vendor, prior to a transaction in a penny stock not in any other case exempt from the rules, to deliver a standardized risk disclosure doc in a form prepared by the SEC which provides information about penny stocks and the nature and degree of dangers within the penny stock market.
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Although we are engaged in remediation efforts with respect to the material weaknesses, the existence of one or more material weaknesses may end in errors in our monetary statements, and substantial costs and assets could also be required to rectify these or other inside control deficiencies. If we can not produce dependable monetary stories, investors might lose confidence in our reported financial info, the market value of our widespread inventory could decline considerably, we may be unable to acquire extra financing to operate and increase our business, and our business and financial situation might be harmed. We can’t guarantee you that we will remediate these materials weaknesses in a well timed manner. This could have a fabric adverse effect on us, including our status and ability to conduct business, the potential itemizing of our securities on the Canadian Securities Exchange (the “CSE”), our monetary position, operating outcomes, profitability or liquidity or the market price of our publicly traded shares. An investment in our securities entails a excessive degree of threat. In addition to the other information contained on this prospectus, prospective investors ought to carefully think about the following dangers earlier than investing in our securities.
As a part of the Acquisition, the Company assumed the obligations of 7LV with respect to the frequent share purchase warrants of 7LV outstanding on the closing of the acquisition, topic to acceptable adjustments to reflect the change ratio. Following the completion of the acquisition, 7LV is now a completely owned subsidiary of the Company. On March 29, 2019, the Company entered right into a definitive agreement to amass Western Coast Ventures, Inc. (“WCV”). At the time of acquisition, WCV was a shell with cash of $2,000,000 and a fifty one% possession with ILCA Holdings, Inc. (“ILCA”).
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In August 2016, the Company and certain shareholders of the Company entered into a “Multi Party” Agreement, in which the Company became obligated to lease or acquire three separate real estate property, and individually, if certain occasions happen, additional real estate assets held by entities associated to those shareholders. The Agreement also offers the Company the right of first refusal relating to certain properties owned by the individuals and entities affiliated with the parties of the Agreement so long as certain targets are met. In the quarter ended June 30, 2019, the Company issued 12,500,000 shares of its widespread stock capsules multivitamin formula as it is presently making an attempt to amass the set of entities that embody Consolidated Ventures of Oregon, LLC (“CVO”) and Opco Holdings, LLC (“Opco”) which comprise the entities within the Multi Party Agreement. On September 6, 2020, the Company acquired the regulatory approval to transfer all of the licenses held under each CVO and Opco. Subsequently, the Company has accomplished the acquisition for the interval ended September 30, 2020, consequently, the Company is now not engaged primarily in property rental operations but has taken over the operations of its main renters, which is the cultivation, production and sale of cannabis and associated productions.
The broker-supplier additionally must present the shopper with current bid and supply quotations for the penny inventory, the compensation of the dealer-supplier and its salesperson in the transaction and monthly account statements exhibiting the market value of each penny inventory held in the buyer’s account. The bid and provide quotations, and the broker-dealer and salesperson compensation data, have to be given to the customer orally or in writing previous to effecting the transaction and must be given to the client in writing earlier than or with the shopper’s affirmation. In addition, the penny stock guidelines require that previous to a transaction in a penny inventory not otherwise exempt from these rules, the broker-dealer should make a particular written willpower that the penny inventory is an acceptable investment for the purchaser and obtain the purchaser’s written agreement to the transaction. These disclosure requirements could have the effect of lowering the level of trading exercise in the secondary market for the securities of the company which might be captured by the penny stock guidelines. Consequently, the penny inventory guidelines might have an effect on the ability of broker-sellers to trade our securities. Management believes that the penny stock guidelines might discourage investor interest in and limit the marketability of our Common Stock. Research in Canada, the U.S. and internationally relating to the medical benefits, viability, security, efficacy, dosing and social acceptance of hashish or isolated cannabinoids stays in early levels.
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As of September 30, 2020, the Company has consolidated the entities with the Opco Holdings Group and CVO as the Company has determined that they’re now material. The Agreement also offers the Company the proper of first refusal in regard to certain properties owned by the persons and entities affiliated with the events of the Agreement as long as certain targets are met. As of September 30, 2020, the Company has consolidated the entities within the Opco Holdings Group and CVO as the Company has decided that they’re now materials. In the quarter ended June 30, 2019, the Company issued 12,500,000 shares of its common inventory in reference to its acquisition of Consolidated Ventures of Oregon, LLC (“CVO”) and Opco Holdings, LLC (“Opco”) which comprise the entities inside the Multi Party Agreement. In addition, the Company can be currently negotiation with the homeowners of certain properties contained inside the Multi Party Agreement. The Company and owners of CVO and Opco closed the Company’s acquisition of CVO and Opco on September 4, 2020.
At the time of acquisition of WCV, ILCA was additionally a shell with no operations, which has been issued a limited Conditional Use Permit for a Marijuana Production Facility (a “MPF”) by the City of San Diego, California, which is able to solely be granting a total of 40 MPFs. As consideration for the acquisition, the Company issued 2,500,000 shares of its common stock, with a good value of approximately $four.4 million or $1.47 per share, the Company’s closing stock worth on March 29, 2019. The Company recorded $2.zero million of cash acquired and a $2.4 million funding in ILCA. The Company has recorded $three.8 million intangible assets in connection with the acquisition of WCV and a $1.35 million non-controlling curiosity in connection with this acquisition. Included in Intangible belongings, as of September 30, 2020, and 2019, the Company reported $1.35 million related to this acquisition.
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Since CVO and Opco are related to the Company, the acquisition, was not accounted for as a enterprise mixture at truthful value underneath the codification sections of ASC 805. The assets and liabilities transferred to the Company at their historic price and the Company has included the operations of Opco for all periods introduced and included the operations of CVO for the interval of April 1, 2020 via September 30, 2020. The Company has due to this fact recorded the par value of the shares issued of $12,500 as of September 30, 2020.
There have been relatively few clinical trials on the advantages of hashish or isolated cannabinoids . Although we consider that the articles, reports and studies assist its beliefs regarding the medical advantages, viability, security, efficacy, dosing and social acceptance of cannabis, future analysis and scientific trials may prove such statements to be incorrect, or could raise concerns concerning, and perceptions referring to, cannabis. Given these dangers, uncertainties and assumptions, prospective purchasers of our Common Stock should not place undue reliance on such articles and stories. As previously introduced, in February 2014, FinCEN issued the FinCEN Memo providing instructions to banks in search of to offer providers to hashish-related companies. The FinCEN Memo states that in some circumstances, it is permissible for banks to provide providers to hashish-associated companies without risking prosecution for violation of the Bank Secrecy Act. It refers to supplementary steering that former Deputy Attorney General James M. Cole issued to federal prosecutors referring to the prosecution of money laundering offenses predicated on hashish-associated violations of the Controlled Substances Act.
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Global well being concerns, similar to COVID-19, may also lead to social, economic, and labor instability in the markets in which we function. Any of these uncertainties could have a material opposed effect on our business, financial condition or results of operations.
At September 30, 2019, the Company had advanced funds and paid expenses on behalf of CVO within the quantity of approximately $492,000. The business and activities of the company are closely regulated in all jurisdictions where it carries on enterprise. Laws and laws, utilized usually, grant authorities agencies and self-regulatory our bodies broad administrative discretion over the activities of the company, including the power to limit or prohibit enterprise actions as well as impose additional disclosure necessities on our services and products. Achievement of our enterprise objectives is contingent, in part, upon compliance with regulatory necessities enacted by governmental authorities and obtaining all regulatory approvals, where needed, for the sale of our products. tincture dog cbd Similarly, we cannot predict the time required to safe all applicable regulatory approvals for its products, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development of markets and merchandise and could have a fabric opposed effect on the enterprise, outcomes of operations and monetary situation of the company. In addition, we could sooner or later identify additional materials weaknesses in our internal management over financial reporting that we now have not discovered to date.
The Employment Agreement offers for a base salary of $10,000 per 30 days. Mr. Berk also received a restricted stock grant of 100,000 shares of Company frequent stock and options to buy 50,000 shares of Company frequent stock exercisable for a period of three years at an exercise price of $2.forty per share. In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other nations, including the United States. On June eleven, 2020, the World Health Organization characterised COVID-19 as a pandemic. In addition, as of the time of the submitting of this Annual Report on Form 10-K, several states in the United States have declared states of emergency, and several countries all over the world, together with the United States, have taken steps to limit travel. Disruptions to our provide chain and business operations disruptions to our retail operations and our ability to collect hire from the properties which we own, personnel absences, or restrictions on the shipment of our or our suppliers’ or clients’ products, any of which may have adverse ripple effects all through our business.
- In the quarter ended June 30, 2019, the Company issued 12,500,000 shares of its frequent inventory as it is currently attempting to accumulate the set of entities that embrace Consolidated Ventures of Oregon, LLC (“CVO”) and Opco Holdings, LLC (“Opco”) which comprise the entities within the Multi Party Agreement.
- The Agreement additionally offers the Company the best of first refusal concerning sure properties owned by the individuals and entities affiliated with the events of the Agreement so long as certain targets are met.
- Since CVO and Opco are associated to the Company, the acquisition, was not accounted for as a enterprise combination at honest worth underneath the codification sections of ASC 805.
- In August 2016, the Company and sure shareholders of the Company entered into a “Multi Party” Agreement, in which the Company turned obligated to lease or acquire three separate real property belongings, and individually, if certain occasions happen, extra actual property belongings held by entities associated to these shareholders.
On March 22, 2019, the Company entered into a definitive agreement to acquire South African Ventures, Inc. (“SAV”). The Company issued 8,250,000 shares of its frequent inventory, with a fair worth of $14.025 million or $1.70 per share, the closing value of the Company’s widespread stock on March 22, 2019. At the time of the acquisition, SAV was a shell with no operations with $7.fifty five million in money, a subscription receivable of $zero.7 million and a 49% possession curiosity in a newly shaped entity . The Company has recorded a $5.775 million funding in equity method investees in reference to this acquisition . As of September 30, 2019, the Company decided the funding was impaired and recorded a loss from equity technique investees of $5.8 million on the accompanying consolidated statement of operations. In addition, the Company impaired the subscription receivable in full.
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Pursuant to the acquisition of 7LV, the Company issued 12,085,770 shares of frequent inventory to former shareholders of 7LV. In March 2020, the Company acquired a hundred% of the voting interest in Seven Leaf Ventures Corp. (“7LV”), a personal Alberta corporation, and its subsidiaries, pursuant to the terms of a share buy settlement dated March 6, 2020. 7LV owns Foothills Health and Wellness, a medical dispensary, in the higher Sacramento, California space. In reference to the acquisition, the Company issued 12,085,770 shares of common stock to former shareholders of 7LV (“7LV Shares”). The Company additionally issued a substitute 10% unsecured convertible debentures in the mixture principal quantity of C$three,410 ($2,540 USD) (the “Replacement Debentures”), convertible into shares at a conversion price of C$1.sixty seven per share at any time prior to May 3, 2021, to former holders of unsecured convertible debentures of 7LV.
If we need to close any of our facilities or a important variety of our staff turn out to be too ill to work, our manufacturing capacity could possibly be materially adversely affected in a fast method cbd vape pen slate. Similarly, if our customers experience opposed penalties due to COVID-19, or another, pandemic, demand for our products is also materially adversely affected in a speedy manner.
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If any of the next risks truly happen, in addition to different risks not currently identified to us or that we currently consider immaterial, our business, working outcomes and financial condition could possibly be materially adversely affected. As a outcome, the buying and selling value of our common inventory could decline, and you could lose all or part of your investment in our frequent inventory. The risks discussed under also embody forward-looking statements, and our precise results may differ substantially from these mentioned in these ahead-trying statements.
The market price of our common inventory, like that of different early-stage hashish-associated companies, is very unstable and is subject to fluctuations in response to variations in working outcomes, bulletins of technological innovations or new products, or other events or elements. Our stock worth may also be affected by broader market tendencies unrelated to our performance. Our authorized capital stock consists of 300,000,000 shares of widespread stock, par worth $zero.001 per share, and 50,000,000 shares of most well-liked stock, par worth $zero.001 per share, the rights and preferences of which can be established from time to time by our board. As of December 23, 2020, there were 70,534,167 shares of Common Stock and no shares of Preferred Stock issued and excellent. This represents an immediate improve in pro forma web tangible guide worth of approximately $zero.15 per share to our present Common stockholders, and an instantaneous dilution of approximately $zero.29 per Common Share to new traders buying securities on this providing at the assumed public providing value.
Pursuant to the settlement, all a hundred,000 shares of widespread stock might be restricted securities. For the yr ended September 30, 2020, the Company entered right into a nine-month consulting agreement, and as part of that settlement for skilled companies 5 best cbd cocktail recipes, agreed to issue a total of 350,000 shares of the Company’s widespread stock and $one hundred,000 cash compensation. Pursuant to the agreement, all 350,000 shares of frequent stock will be restricted securities.
As of this date, the Company has discontinued its plans to subsequently invest, operate or develop the associated licensure pursuant to this project. As of September 30, 2020, the Company is primarily engaged in the production and sale of cannabis, which is simply authorized for recreational use in 15 states and DC, with lesser legalization, such as for medical use in an extra 20 states and DC, as of the time of those consolidated monetary statements. In addition, the United States Congress has handed legislation, specifically the Agriculture Improvement Act of 2018 (also called the “Farm Bill”) that has removed production and consumption of hemp and associated merchandise from Schedule 1 of the Controlled Substances Act. Steven Hubbard— On June 1, 2017, the Company entered into an Employment Agreement for an initial term of one 12 months, topic to computerized renewals for extra one-yr periods till terminated, with the remaining time period at all times being not lower than one yr. The Employment Agreement offers for a base wage of $5,000 per thirty days. Mr. Hubbard also received a restricted inventory grant of fifty,000 shares of Company widespread inventory and choices to buy 100,000 shares of Company frequent inventory exercisable for a period of three years at an exercise value of $2.40 per share. cbd shop minnesota Adam Berk—On June 1, 2017, the Company entered into an Employment Agreement for an preliminary time period of one yr, topic to automatic renewals for added one-12 months intervals until terminated, with the remaining time period at all times being not less than one year.
Effective the completion of these transactions, the Company will now not be engaged primarily in property rental operations, but will take over the operations of its primary renters, which is the cultivation, production and sale of cannabis and related productions. Because CVO and Opco are associated to the Company, it won’t be accounted for as a enterprise mixture at honest value underneath the codification sections of ASC 805. The assets and liabilities will switch at their historic cost and the corporate will include the operations of CVO and Opco for all periods presented and the rental income recorded by the Company will eliminate in full the rental expense recorded by CVO and Opco. The Company has therefore recorded the par value of the shares issued of $12,500 as of September 30, 2019.
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