High Times Announces Acquisition Of 13 California Retail Assets From Harvest

The World’s Most Recognized Cannabis Brand Expands Portfolio into the World’s Largest Cannabis Market

CALIFORNIA: Hightimes Holding Corp., the owner of High Times, the most well-known brand in cannabis, announced the execution of a definitive agreement to acquire certain equity and assets with respect to 13 planned and operational California dispensaries from Harvest Health & Recreation Inc. . The mostly stock-based transaction, upon successful closing, will allow Hightimes Holding Corp. to enter the retail sector and enable Hightimes Holdings to become one of the largest branded cannabis retailers in California overnight.

Hightimes Holdings intends to fully transform the cannabis retail stores to become High Times® destinations. Hightimes Holdings plans to revamp the existing design and rebrand each dispensary to fit the High Times® aesthetic and experience, rebranding them with the iconic High Times logo which consumers have grown to recognize over nearly five decades.

Consummation of the transaction is subject to certain closing conditions, including the receipt of certain regulatory third-party consents. The parties are aiming to close the acquisitions no later than June 30, 2020, subject to the parties’ mutual agreement to extend the closing date.

“We’ve long supported Harvest and the other cannabis-retail-trailblazers as they pushed forward despite changing legislation, insurmountable licensing fees, political stigma and, frankly, through a process that was designed to be difficult,” said Adam Levin, Hightimes Holding Corp.’s Executive Chairman. “We have enormous respect for the Harvest brand and look forward to ushering in the next generation of retail experience with Harvest as a significant shareholder in our company. We look forward to finding a myriad of ways to work with Steve and the team at Harvest.”

Harvest Health & Recreation Inc is a vertically integrated cannabis company and multi-state operator in the U.S. Since 2011, Harvest has been committed to expanding its retail and wholesale presence throughout the U.S., acquiring, manufacturing, and selling cannabis products for patients and consumers in addition to providing services to retail dispensaries.

“This transaction allows Harvest to invest in one of the most iconic brands in the industry,” said Steve White, Harvest’s Chief Executive Officer. “As one of the pioneers of the regulated cannabis ecosystem, we have always admired the work of High Times and are excited to watch the High Times brand flourish, as they poise themselves to enter the cannabis distribution and retail spaces.”

The deal comes in the final days of Hightimes Holding Corp.’s Regulation A+ IPO campaign. Investors interested in becoming a shareholder are encouraged to visit hightimesinvestor.com to view the High Times offering circular.

Hightimes Holding Corp. Names Former Overstock.com President As New CEO

CALIFORNIA: Hightimes Holding Corp., the owner of the most well-known brand in Cannabis, today announced the naming of Stormy Simon, former President of Overstock.com, Inc., as its new Chief Executive Officer. The move comes as the company prepares to develop its physical and virtual distribution businesses. Having spent the last year acquiring Cannabis media publications and websites, High Times now looks to monetize its audience of millions of users across the globe.

“I’m honored to take on this role at such a pivotal time for this iconic brand. The cost of customer acquisition has plagued the cannabis industry thus far, but utilizing the High Times brand’s global audience, we should be able to monetize our traffic by connecting consumers to cannabis products at an unprecedented scale.” Stormy Simon stated.

“Like millions of other people, I have trusted High Times for years and I can’t wait to use my experience to help develop the next iteration of our business: delivering the best products into consumers’ hands.”

Adam E. Levin, Executive Chairman of Hightimes Holding Corp., added, “Stormy Simon, who rose through the ranks at Overstock.com during her 15-year tenure with the company, has extensive international business relations and marketing experience, and is highly skilled at breaking down and rebuilding departments. Stormy revolutionized Overstock.com’s marketing department, and then its customer service department, during an uncharted time in e-commerce history, eventually leading Overstock.com to increase its revenues from $20 million to over $2 Billion. For the past two years, Stormy has served on the Hightimes Board of Directors; in addition to her new role as Chief Executive Officer, she will continue to serve as a member of the Company’s Board of Directors.”

Former President and CEO Kraig Fox has resigned as President and CEO of Hightimes. Executive Chairman Adam Levin will remain in his current role.

High Times Debt Holders Convert Debt and Agree To Exercise Warrants

CALIFORNIA: Hightimes Holding Corp., the owner of High Times, the most well-known brand in Cannabis, announced the exercise of warrants and the conversion of outstanding notes into its Class A common stock, resulting in a reduction of approximately $28.6 million of its outstanding debt obligations.

high times logoThe former stockholders of Trans High Corp., the company Hightimes acquired in February 2017, have agreed to immediately convert approximately $25.6 million of convertible 12% Hightimes notes into shares of common stock at $11.00 per share (the same per share price at which the company’s stock is being offered to the public).

In addition, Hightimes Holding’s senior secured lender has agreed that upon completion of the pending Hightimes initial public offering at the listing or quotation of its common stock on an approved securities exchange, such lender will exercise its warrants and use the exercise price to reduce approximately $3.0 million of Hightimes Holding’s senior secured debt.

Adam Levin, Chairman and Chief Executive Officer of Hightimes Holding, stated, “This transaction enables us to simplify our balance sheet and further our business development efforts. We are pleased to have the support of some of our largest shareholders as we take this next step in the maturation of our company. The confidence and support of our shareholders will help us to execute on our vision of becoming a dominant player in the cannabis industry.”

Eleanora Kennedy, one of Hightimes Holding’s largest investors, said, “We believe in the power of the brand, and are supportive of its growth under Adam’s leadership. We are especially excited to see the huge signals of confidence coming from the creators, and financiers, that helped develop this brand into what it is today. Our expansion seeks to bridge many of the gaps left open by the legalization movement, and the continued prohibition in some states, and this sign of approval doubles down on our belief that we’re heading in the right direction.”

To date, Hightimes Holding has raised more than $13,200,000 from its Regulation A+ public offering, from over 15,000 stockholders across the globe. The offering will remain open until January 31, 2019, but the organization may elect to list prior to that.

Hightimes Holding’s Regulation A + offering and debt conversion comes during a time of massive growth for the brand. Having recently acquired DOPE Magazine, CULTURE and Green Rush Daily, Hightimes Holding now provides expansive advertising opportunities for the cannabis industry, offering both national and regional solutions to brands of all sizes. The solutions span across digital, print and live activations.