CB2 Insights Announces Amendments to Promissory Note held by Merida Capital Partners
TORONTO, June 18, 2020 (GLOBE NEWSWIRE) — CB2 Insights (CSE: CBII; OTCQB: CBIIF) (“CB2” or the “Company”), announces that it has amended the terms of its issued and outstanding promissory note held by Merida Capital Partners (“Merida”), which is designed to help the Company achieve its long term growth plans and drive continued profitability.
Amendment to Promissory NoteThe Company has entered into an amended and restated promissory note (the “Amended Note”), which amends the terms of the promissory note originally issued by the Company on December 20, 2018 and amended on June 2019. Under the terms of the Amended Note, the principal amount of USD $3 million will become payable on December 24, 2022 (previously due December 24, 2020), carry an annual interest rate of 8% (previously 12%), payable, at the Company’s option, either in cash or in common shares of the Company. If interest is paid in common shares, the number of shares will be calculated at a price per share equal to a 10% discount to the 20-day volume-weighted average trading price of the Company’s common shares on the Canadian Securities Exchange (the “CSE”). Additionally, if at any time prior to the maturity date, the closing price of the Company’s common shares on the CSE is equal to or greater than CAD $0.30 for 20 consecutive trading days, then the outstanding amounts owed under the Amended Note will be converted into that number of common shares obtained by dividing (A) the Canadian dollar equivalent of the sum of (i) the principal amount of USD $3,000,000 and (ii) the unpaid accrued interest owing up to the conversion date, by (B) the volume-weighted average closing price of the Company’s common shares on the CSE during such twenty (20) consecutive trading day period, less a discount of 10%. The Amended Note is effective as of April 1, 2020.“Merida Capital Partners continues to show its commitment to the long-term value of the Company, as evidenced by its agreement to restructure the terms of its note, 6 months ahead of its maturity date and at terms supportive of the Company’s continued growth. These amended terms will allow us to continue executing on a plan which has led to profitability in April and May and demonstrates the value we have continued to show through execution, growth and commitment to shareholders.” said Prad Sekar, Chief Executive Officer of CB2 Insights. He stated further that, “Extending this debt to the end of 2022 with a recent cash injection from government funds in the US as part of the COVID-19 pandemic makes significant improvements to our balance sheet enabling us the room to grow and build long-term value for our shareholders.”Mitch Baruchowitz, Managing Partner of Merida added, “CB2 is one of those rare companies that has grown into a profitable enterprise in the cannabis landscape. We are excited to support its continued expansion of technology and health care offerings for both the cannabis industry and traditional healthcare market, and believe the Company is just starting to realize what it can achieve.” On an unaudited basis, the Company has achieved its target of reaching positive cash flow and has seen two consecutive months of profitability (April and May 2020). As a result of the COVID-19 pandemic, the Company also received $USD 652,500 in government funds for its medical services division in the US. This funding provided the Company with needed cash during the early days of the pandemic. Used within the confines of the program, the Company expects that 100% of this funding will be forgiven.As consideration for the amendments, the Company issued warrants entitling the holder to purchase up to 3 million common shares at an exercise price of CAD $0.14 per common share during the period commencing on the first anniversary of date of issuance of the warrants and ending three years from such issuance date.The Company will be filing its annual financial statements (the “Annual Financial Statements”) and related management discussion and analysis (“MD&A”) for the year-ended December 31, 2019 after market close Thursday June 18, 2020. The Company has scheduled its earnings call to Friday June 19, 2020 at 9am ET.Conference call details:
About CB2 Insights
CB2 Insights (CSE:CBII) CB2 Insights is a healthcare services and technology company, working to positively impact patient health outcomes. Our mission to mainstream alternative health treatments into traditional healthcare by recognizing the need for patient treatment diversity, and the impacts of integrating alternative and conventional medicine. The Company works primarily to roster and treat patients who are seeking alternative treatments due to the ineffectiveness of conventional medicine, and the inability to find support through their existing care network, or in some cases, inability to access a primary care network. Medical services offered by the Company are defined as Integrative medicine, where we work to understand the real world evidence for the safety, impact and effectiveness of medical treatments including plant based medicines that often lack sufficient research and therefore adoption by conventional healthcare providers.To support patient care and positive health outcomes, the Company is also focused on advancing safety and efficacy research surrounding alternative health treatments by monitoring and assessing Real-World Data (RWD) and providing Real-World Evidence (RWE) through our proprietary technology, data analytics, and a full service contract research organization. .The Company’s primary operations are in the United States, with application to its insights, technology and research services deployed in other International markets including Canada, United Kingdom and Colombia. The Company’s disciplined operating model, allows patients to receive access to care in a time efficient and cost-effective manner. Utilizing virtual telehealth and over 31 physical brick and mortar clinics, the Company currently treats over 100,000 patients across 12 States. Utilizing proprietary technology and data analytic platforms, the Company is able to monitor, study and assess a variety of healthcare treatments and products for the safety, efficacy and effectiveness. The Company believes it is well positioned to be the research and technology partner of choice for multiple stakeholders including Big Pharma, Life Sciences, Regulatory Bodies and Payors within the traditional and integrative medical industry.
For more information please visit www.cb2insights.com.For additional information, please contact:Investor Relations Department
1.855.847.4999 ext. 212
firstname.lastname@example.orgForward Looking StatementsStatements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in CB2’s filings with Canadian securities regulators. When used in this news release, words such as “will, could, plan, estimate, expect, intend, may, potential, believe, should,” and similar expressions, are forward-looking statements.Forward-looking statements may include, without limitation, statements regarding the opportunity to provide services and software to the U.S. cannabis industry.Although CB2 has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are subject to inconsistent legislation and regulation; change in laws; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and recreational-use marijuana industry and; regulatory or political change.There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. CB2 disclaims any intention or obligation to update or revise such information, except as required by applicable law, and CB2 does not assume any liability for disclosure relating to any other company mentioned herein. No securities regulator or exchange has reviewed, approved, disapproved, or accepts responsibility for the content of this news release.