Hempfusion Wellness Inc. Files Preliminary Prospectus for Initial Public Offering of Common Shares and Units
NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION IN THE UNITED STATES
DENVER, COLORADO, October 22, 2020 — HempFusion Wellness Inc. (“HempFusion”), a leading health and wellness CBD company utilizing the power of whole-food hemp nutrition, is pleased to announce that it has filed a preliminary prospectus (the “Preliminary Prospectus”) with the securities regulatory authorities in each of the provinces of Canada, except Quebec, for a proposed initial public offering of (i) common shares of the Company (the “Offered Shares”) for gross proceeds of up to USD$7,000,000 (the “Share Offering”) and (ii) units of the Company (the “Units”) for gross proceeds of up to USD$10,000,000 (the “Unit Offering” and together with the Share Offering, the “Offering”). The offering price of the Offered Shares and the Units (the “Offering Price”) will be determined in the context of the market and is anticipated to be between USD$0.90 and USD$1.35 (the “Offering Price”) per Offered Share and per Unit, respectively.
“We are incredibly excited to announce our initial public offering and HempFusion’s intention to list its securities on the Toronto Stock Exchange. To be the first US-based CBD company to apply to list on the TSX is a tremendous honour,” stated HempFusion’s CEO, Dr. Jason Mitchell N.D. “Completion of this proposed initial public offering will accelerate our ability to scale HempFusion’s operations both domestically and internationally, drive accelerated growth within all our distribution channels, and significantly expand our marketing initiatives,” continued Mitchell.
The Offering comprises the Share Offering and the Unit Offering and is being made on a “commercially reasonable efforts” basis through a syndicate of agents led by Canaccord Genuity Corp., as sole bookrunner, Haywood Securities Inc. and PI Financial Corp. (collectively, the “Agents”).
The Share Offering
The Offered Shares offered under the Share Offering will be issued and sold by HempFusion without any contractual resale restrictions and with a maximum order size of US$10,000 per purchaser.
The Unit Offering
The Units offered under the Unit Offering will each consist of one common share (a “Unit Share”) and one-half of one common share purchase warrant of HempFusion (each whole common share purchase warrant, a “Warrant”). Each Warrant is exercisable to acquire one common share of the Company (a “Warrant Share”) for a period of five years following the closing of the Offering at an exercise price to be determined in the context of the market, subject to adjustment in certain events. The Unit Shares will be subject to a contractual hold period and may not be traded until the date that is four months after the date the issued and outstanding common shares of the Company (the “Common Shares”) commence trading (the “Listing Date”) on the Toronto Stock Exchange (the “TSX”). The Warrant Shares will be subject to a contractual hold period and may not be traded until the date that is 18 months after the Listing Date. The Warrants will not be subject to a contractual hold period and there is no limit to the order size under the Unit Offering.
HempFusion has applied to list the Common Shares (including the Offered Shares, the Unit Shares and the Warrant Shares), the Warrants and certain other securities on the TSX. Listing will be subject to the Company fulfilling all of the listing requirements and conditions of the TSX, including prescribed distribution and financial requirements.
Completion of the Offering is subject to, among other things, the receipt of customary approvals, including regulatory approvals.
The Preliminary Prospectus contains important information relating to the Offered Shares and Units and is subject to completion or amendment. Copies of the Preliminary Prospectus are available under HempFusion’s profile on SEDAR at www.sedar.com or may be obtained from any of the Agents listed above. There will not be any sale or any acceptance of an offer to buy the Offered Shares or Units until a receipt for the final prospectus in respect of the Offering has been issued.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Offered Shares, the Units, the Unit Shares and the Warrants comprising the Units, and the Warrant Shares issuable upon exercise of the Warrants, 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. Accordingly, the Offered Shares or Units may not be offered or sold within the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of HempFusion in any jurisdiction in which such offer, solicitation or sale would be unlawful.
On Behalf of the Board of Directors,
HempFusion Wellness Inc.
Chief Executive Officer and Director
HempFusion is a leading health and wellness CBD company utilizing the power of whole-food hemp nutrition. HempFusion distributes its family of brands, including HempFusion, Probulin Probiotics, Biome Research, and HF Labs, to approximately 4,000 retailers across all 50 states of the United States and select international locations. Built on a foundation of regulatory compliance and human safety, HempFusion’s diverse product portfolio comprises 46 SKUs including tinctures, proprietary FDA Drug Listed Over The Counter (OTC) Topicals, Doctor/Practitioner Lines and more. With a strong focus on research and development, HempFusion has an additional 30 products under development. HempFusion is a board member of the US Hemp Roundtable and HempFusion’s wholly-owned subsidiary, Probulin Probiotics, is one of the fastest-growing probiotics companies in the United States according to SPINs reported data. HempFusion’s CBD products are based on a proprietary Whole Food Hemp Complex™ and are available in-store or by visiting HempFusion online at www.hempfusion.com or www.probulin.com.
FOR FURTHER INFORMATION CONTACT:
Email: [email protected]
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 pertaining to HempFusion’s proposed TSX listing, the size of the Offering, completion of the Offering, the anticipated Offering Price, the use of the net proceeds of the Offering and the Company’s 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, failure to complete the Offering, the impact and progression of the COVID-19 pandemic and other factors set forth under “Forward-Looking Statements” and “Risk Factors” in the Preliminary Prospectus. 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.