Lifeist Wellness Inc. (
“Lifeist” or the
“Company”)
(TSXV: LFST) (FRANKFURT: M5BQ)
(OTCMKTS: NXTTF), a wellness company that leverages
advancements in science and technology to enable you to find your
path to wellness, today announced that it has entered into a
definitive agreement (the “Agreement”) and completed the sale (the
“Transaction”) of certain intellectual property assets (the
“Assets”) to Spinach Pay Inc. (“Spinach Pay” or the “Purchaser”), a
privately owned fintech company offering its customers payment
solutions for the U.S. market. All proceeds of the transaction will
be in the benefit of Lifeist shareholders.
The Assets comprise certain intellectual
property of Lifeist used in connection with a cannabis payments
software concept for prospective deployment within the U.S.
cannabis industry.
"This transaction is a small but continuing step
in our evolution to wellness," said Lifeist CEO, Meni Morim. “As a
TSXV listed company, we cannot generate any revenue in the U.S.
that is related to Cannabis, or have direct holdings in companies
that do so. Therefore, disposing the Assets into a Convertible
Debenture, continues to breathe life into the concept and expands
our portfolio of wellness assets, allowing us to potentially play a
role as a technology enabler within the rapidly growing U.S.
cannabis market.”
“We have launched Spinach Pay, a fintech company
focused on building innovative solutions in payment processing, to
go after what we believe will be a large and growing payments
market around U.S. cannabis,” said Chad Agate, President and CEO of
Spinach Pay Inc. “Our team is hard at work developing this concept
and have already received very positive responses from our founding
shareholders and prospective customers as we embark towards this
new venture. I would personally like to thank Meni for our years
working together and wish the Lifeist team the best of success in
building its wellness portfolio, which we are proud to be a part
of. As an independent company, Spinach Pay will continue the next
year on product development and look forward once completed to our
product launch in the U.S. market.”
Pursuant to the Agreement and the completion of
the Transaction, the Purchaser delivered to Lifeist a certificate
representing an unsecured redeemable convertible debenture (the
“Convertible Debenture”) in the amount of CAD$525,000 (the
“Principal Amount”) representing the aggregate purchase price for
the Assets. The Convertible Debenture is interest-free and matures
on the three-year anniversary of the date of issuance (the
“Maturity Date”). In accordance with the terms of the Convertible
Debenture, Lifeist has the right, at its option at any time
beginning on the business day immediately following the later of
(i) the federal legalization of cannabis in the U.S. and (but not
or) (ii) the completion of an equity financing of at least $10.0
million by the Purchaser (the “Equity Financing”), but prior to the
close of business on the business day prior to the Maturity Date
(or, as applicable, the Redemption Date (as defined below), to
convert, in whole or in part, the Principal Amount into fully paid
and non-assessable common shares in the capital of the Purchaser
(“Purchaser Shares'') at the volume weighted
average trading price at which the Purchaser Shares have traded on
any recognized stock exchange during the 20 consecutive trading
days ending immediately prior to the date on which the conversion
option is exercised by Lifeist multiplied by 80% (subject to
applicable stock exchange policies), or if the Purchaser Shares are
not listed or quoted on any stock exchange, then the price per
share of the equity securities of the Purchaser sold in the most
recent equity financing multiplied by 80% (the “Conversion Price”).
In addition, provided that: (i) the federal legalization of
cannabis in the United States of America is effective, and (but not
or) (ii) an Equity Financing has been completed, the Purchaser
shall have the right, at its option, to require Lifeist to convert
on the Maturity Date all or any part of the Principal Amount into
Purchaser Shares at the Conversion Price. Furthermore, on ten
business days’ notice (the “Redemption Date”), the Purchaser may
redeem the Convertible Debenture at any time following the date of
issuance upon payment of the Principal Amount, subject to the right
of Lifeist to convert the Principal Amount into Purchaser Shares at
the Conversion Price until 5:00 p.m. (Toronto Time) on the business
day prior to the Redemption Date.
The Purchaser is an entity controlled by the
Company’s former CTO Chad Agate, who in order to lead this
initiative, has transitioned to a consultant through the end of
January 2022.
The Transaction constituted a Reviewable
Transaction pursuant to the Policies of the TSXV and the Company
has received the approval of the TSXV to close the Transaction
today.
About Lifeist Wellness Inc.
Lifeist is at the forefront of the post-pandemic
wellness revolution requiring smart solutions. Lifeist is a
portfolio wellness company leveraging advancements in science and
technology to enable you to find your path to wellness. Portfolio
business units include: CannMart.com that provides Canadian medical
customers with a diverse selection of cannabis products from a
multitude of federally licensed cultivators and its U.S. customers
with access to hemp-derived CBD and smoking accessories; and
CannMart’s Canadian recreational cannabis distribution business
facilitating recreational sales to a number of provincial
government control boards. The Company is set to launch a new
nutraceuticals division in the fourth quarter with disruptive
products in wellness. For more information, visit www.lifeist.com,
Cannmart.com and everyonedoesit.co.uk.
About Spinach Pay Inc.
Spinach Pay is a privately owned fintech company
focused on building innovative solutions in payment processing for
the U.S market. Spinach Pay is at the forefront of developing
innovative technology solutions for payment processing that offers
flexible payment options to attract, convert and retain customers.
The Spinach team is focused on developing products with a quick
setup and simple integration which we believe will help facilitate
our customers to focus on driving increased commerce. For more
information, visit www.spinachpay.com.
Contacts
Lifeist Wellness Inc.Meni Morim, CEOMatt
Chesler, CFA, Investor RelationsPh: 647-362-0390Email:
ir@lifeist.com
Spinach Pay Inc.Chad Agate, President &
CEOPh: 844-720-0729Email: info@spinachpay.com
Forward-Looking Information
This news release contains “forward-looking
information” within the meaning of applicable securities laws. All
statements contained herein that are not historical in nature
contain forward-looking information. Forward-looking information
can be identified by words or phrases such as “may”, “expect”,
“likely”, “should”, “would”, “plan”, “anticipate”, “intend”,
“potential”, “proposed”, “estimate”, “believe” or the negative of
these terms, or other similar words, expressions and grammatical
variations thereof, or statements that certain events or conditions
“may” or “will” happen.
The forward-looking information contained
herein, including the proposed closing of the transaction
contemplated by the Agreement and the anticipated launch of a
nutraceutical division in the fourth quarter of 2021 are only
predictions and are made as of the date of this news release.
Various assumptions were used in developing the forward-looking
information throughout this news release which management believed
to be reasonable at the time such statements were made, including
the expectation that the Company will be able to obtain TSXV
approval in order to close on the described transaction,
expectations that the introduction of a new nutraceutical division,
products and brands will generate additional revenue, management’s
perceptions of Lifeist’s standing in the online marketplace for
wellness, cannabis and related products and accessories, Lifeist’s
beliefs regarding the expected demand for wellness, cannabis and
related products and accessories and the expected growth of that
market, results of operations, operational matters, historical
trends, current conditions and expected future developments, as
well as other considerations that are believed to be appropriate in
the circumstances. While we consider these assumptions to be
reasonable based on information currently available to management,
there is no assurance that such expectations will prove to be
correct. By its nature, forward-looking information is subject to
inherent risks and uncertainties that may be general or specific
and which give rise to the possibility that expectations,
forecasts, predictions, projections or conclusions will not prove
to be accurate, that assumptions may not be correct and that
objectives, strategic goals and priorities will not be achieved. A
variety of factors, including known and unknown risks, many of
which are beyond our control, could cause actual results to differ
materially from the forward-looking information in this press
release. Such factors include, without limitation: the Company’s
inability to obtain TSXV approval of the described transaction in a
timely manner, if at all, unforeseen developments that would delay
the Company’s ability to launch its nutraceutical division as
anticipated an in a timely manner, risks relating to the Company’s
ability to develop and execute its business strategy, risks
specifically related to the Company’s operations, and risks
relating to the Company’s ability to successfully operate
everywhere in a virtual environment. Additional risk factors can
also be found in the Company’s current MD&A and annual
information form, both of which have been filed under the Company’s
SEDAR profile at www.sedar.com. Readers are cautioned not to put
undue reliance on forward-looking information. The Company
undertakes no obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable law. Forward-looking
statements contained in this news release are expressly qualified
by this cautionary statement.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release or has in any way approved
or disapproved of the contents of this press release.
Source: Lifeist Wellness Inc.
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