Hightimes Holding Corp. today issued a Form 1-U detailing an $80 million transaction with Harvest Health & Recreation (CSE: HARV) (OTC: HRVSF). Harvest will sell up to 13 California dispensaries, most of which are not yet operational, to Hightimes for up to $12.5 million in cash and $67.5 million in preferred stock (675K shares of 16% Series A), with the ultimate price based upon the number of licenses transferred. Hightimes made an initial cash deposit of $1 million on April 27th, and an additional $4 million is due by June 9th.
The preferred stock is convertible at $11 into Hightimes stock, though the stock will be split 11-1 effective June 1st, at which point the conversion price will change to $1. Harvest has agreed to lockup the shares for six months, with conversion limited to 10% of its shares each six months thereafter until five years. There are conditions for automatic conversion detailed in the filing as well.
The Harvest website indicates that it currently operates four dispensaries in California, with locations in Grover Beach, Napa, Palm Springs and Venice, and it acquired two Have a Heart dispensaries when it purchased Interurban Group, including locations in Oakland and Coalinga. On its conference call earlier this month, it indicated that California was not a core focus of the company any longer.
In a recent filing, Hightimes has announced another extension in its Reg A+ offering from March 31st to May 15th.
