Current Report Pursuant to Regulation a (1-u)
05 6월 2020 - 10:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
1-U
Current
Report Pursuant to Regulation A
Date
of Report: June 4, 2020
(Date
of earliest event reported)
HIGHTIMES
HOLDING CORP.
(Exact
name of issuer as specified in its charter)
Delaware
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81-4706993
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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2110
Narcissus Ct.
Venice,
California 90291
(Full
mailing address of principal executive offices)
(844)
933-3287
(Issuer’s
telephone number, including area code)
Title
of each class of securities issued pursuant to Regulation A: Class A voting Common Stock, par value $0.0001 per share
This
Current Report on Form 1-U is issued in accordance with Rule 257(b)(4) of Regulation A, and is neither an offer to sell any securities,
nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
Item
1- Entry into a Material Definitive Agreement.
Effective
as of June 1, 2020, Hightimes Holding Corp.(“Hightimes”), a wholly-owned subsidiary Tran-High Corporation (“Trans-High”),
granted to HT Retail Licensing LLC, a newly formed subsidiary of Trans-High (the “License Holder”), the right to license
or sublicense throughout the United States the HightimesTM trademark, brand and logo to both retail cannabis
dispensaries and in connection with the production, sale and distribution of cannabis products.
On
June 4, 2020, 1251881 B.C. Ltd., a special purpose British Columbia, Canada corporation (“Newco”), sublicensed
from the License Holder the right to use the HightimesTM trademark, brand and logo for both retail cannabis
dispensaries (the “Retail Sublicense”) and in connection with the production, sale and distribution of cannabis products
(the “Product Sublicense”) in the State of Michigan and with corresponding rights, subject to regulatory approvals,
in the States of Illinois and Florida. Newco also received the branding rights for High Times hemp derived CBD products nationally
in the United States carrying the Culture® brand.
On June 4,
2020, the License Holder, Newco and 1252240 B.C. LTD. _a newly formed British Columbia, Canada subsidiary of Hightimes that
owns 100% of the outstanding shares of NewCo (the “Hightimes Seller”) entered into an acquisition agreement
with Red White & Bloom Brands, Inc, a British Columbia, Canada corporation (“RW&B”) pursuant to which 100%
of the shares of NewCo was acquired by RW&B pursuant to a three-cornered amalgamation in exchange for $15,000,000 of RW&B
securities represented by 13,500,000 common shares of RW&B, (the “RW&B Shares”).
RW&B is
a publicly traded corporation whose shares recently commenced trading on the Canadian Securities Exchange (the “CSE”).
The acquisition agreement provides that if the volume weighted average price of the RW&B Shares on the CSE or other recognized
stock exchange or quotation system for the first 180 days following the closing of the transaction (such 180 day period, the “VWAP
Period”) is less than CAD$1.50 (the “Per Share Price”), then RW&B shall issue to the Hightimes Seller
on the first business day following the completion of the VWAP Period an additional $5,000,000 represented by 4,500,000
RW&B Shares (the “Top-Up Shares”) pursuant to a special warrant issued under the acquisition agreement. The
acquisition agreement also provides that the Hightimes Seller may not sell more than 2/3 of the RW&B Shares for a period
of sixty days.
As
a result of the acquisition, Newco is the sub-licensee under the Retail Sublicense and Product Sublicense of the right to use
the HightimesTM trademark, brand and logo for both retail cannabis dispensaries and in connection with
the production, sale and distribution of cannabis products in the State of Michigan with corresponding rights, subject to certain
regulatory approvals, in the States of Illinois and Florida.
Pursuant to the terms of the Retail Sublicense and the Product Sublicense,
in addition to the RM&B Shares issuable under the acquisition agreement, Hightimes or its License Holder will receive a minimum
cash royalty payment under the Retail Sublicense and the Product Sublicense of $10,750,000 in the first 18 months of the term
of such licenses.
A
copy of the press release announcing the RW&B transaction is attached as Exhibit 15.1 hereto.
The
information contained herein, including Exhibit 15.1, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the information
be deemed incorporated by reference into any of our Securities and Exchange Commission filings, except as shall be expressly set
forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 1-U and Exhibit
15.1 constitutes material investor information that is not otherwise publicly available.
SIGNATURES
Pursuant
to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Hightimes
Holding Corp.
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a Delaware corporation
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by:
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/s/
Adam E. Levin
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Name:
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Adam
E. Levin
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Its:
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Executive
Chairman of the Board
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Date:
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June
5, 2020
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Exhibits
to Form 1-U
Index
to Exhibits
Exhibit
No.
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Description
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6.1
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Acquisition
Agreement, dated June 4, 2020, between Hightimes Holding Corp., HT Retail Licensing LLC, 1252240 B.C. LTD., 1251881 B.C. LTD. and RedWhite & Bloom Brands,
Inc., a British Columbia corporation
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6.2
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Retail License Agreement among Trans-High Corporation, TH Retail Licensing, LLC and Red White & Bloom Brands, Inc.
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6.3
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Product License Agreement among Trans-High Corporation, TH Retail Licensing, LLC and Red White & Bloom Brands, Inc.
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15.1
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Press
release dated June 5, 2020
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(USOTC:HTHC)
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