TORONTO, Dec. 10, 2019 — Nutritional High International Inc. (“Nutritional High” or the “Company“) (CSE: EAT, OTCQB: SPLIF, FRANKFURT: 2NU) wishes to announce that its distribution business under Calyx Brands Inc. (“Calyx“) will downsize under a new service model together with the termination of its distribution relationship with a subsidiary of Plus Products Holdings Inc. (“Plus“). The Company also announces the resignation of the Company’s CFO, Mike DiNapoli.
In early 2018, Calyx entered into a distribution agreement with Plus during which time Calyx has built a significant distribution infrastructure with access to over 600 of California’s dispensaries for Plus and other brand customers.
In accordance with the terms of a settlement agreement between the Company and Plus, dated December 9, 2019, Plus will assume responsibility for Plus branded inventory held by Calyx and a portion of the receivables and cash balance associated with sales of Plus products. Further, as part of this settlement agreement, Plus has agreed to forbear for a period of 180 days for repayment of the remaining amount owing to Plus.
Calyx is implementing a number of steps to reduce costs while continuing to provide distribution services to its growing portfolio of leading brands. With a more diversified customer base, Calyx is now able to offer a range of services from a lower cost, fulfillment-only to full-service sales and support depending on the customer needs and stage of brand lifecycle. Calyx, remains focused on being a leading distributor providing its brand partners with access to the worlds’ largest cannabis market.
Adam Szweras, CEO of Nutritional High commented – “Calyx has spent a lot of time and energy building a full-service distribution model driven by the needs of a single customer. Without this concentration in our customer base, Calyx will focus on onboarding our newly signed brand customers into a more cost efficient distribution model. We believe that this will allow Calyx to achieve a cash flow-positive business with lower revenue for the benefit of Nutritional High and its shareholders.”
Nutritional High is undertaking a strategic review of Calyx and the overall business of Nutritional High. We believe that this process will allow Nutritional High to focus on our manufacturing and brand development and leverage these strengths to emerging opportunities in CBD with Golden Triangle and other partners.
To assist in this strategic review process, the Company has engaged Eight Capital as an exclusive financial advisor. The Company expects to provide further details regarding strategic review in the coming weeks.
We would also like to thank Mike DiNapoli for his contribution during his time as CFO of Nutritional High and wish him success in his future endeavors. The Company will appoint an interim CFO in short order and undertake a search for a permanent replacement.
As announced on December 4th 2019, the Company has called for a meeting of the unsecured debenture holders to consider certain amendments to the debentures which will result in a reduction in the conversion price to $0.15 and the Company being authorized to pay the interest due on the debentures in cash at the existing rate of 10% per annum or through the issuance of its common shares at a rate of 14% per annum, at its sole discretion.
About Nutritional High International Inc.
Nutritional High is focused on developing, manufacturing and distributing products under recognized brands in the cannabis products industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works exclusively with licensed facilities in jurisdictions where such activity is permitted and regulated by state law.
The Company follows a vertically integrated model with a fully developed strategy for acquisitions in extraction, production, sales, and distribution sectors of the cannabis industry. Nutritional High has brought its flagship FLÏ™ edibles and extracts product line from production to market through its wholly owned subsidiaries in California and Oregon, as well as Colorado where its FLÏ™ products are manufactured by a third-party licensed producer. In California, the Company distributes its products and products manufactured by other leading producers through its wholly owned distributor Calyx Brands Inc. and is entering the Nevada, Washington State and Canadian markets in the near future.
For updates on the Company’s activities and highlights of the Company’s press releases and other media coverage, please follow Nutritional High on Facebook, Twitter, Instagram and Google+ or visit www.nutritionalhigh.com.
For further information, please contact:
David Posner
Chairman of the Board
Nutritional High International Inc.
647-985-6727
Email: [email protected]
Ethan Karayannopoulos
Director, Investor Relations
Nutritional High International Inc.
416-777-6175
Email: [email protected]
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR OTC MARKETS GROUP INC., NOR THEIR REGULATIONS SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The statements relate to general business environment expectations, completion or timing of the strategic review, the ability of Calyx to become cash flow positive and the success of expanding the Company’s manufacturing and brand development. Risks that may have an impact on the ability for these events to be achieved include completion of due diligence, negotiation of definitive agreements and receipt of applicable approvals. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.
The Company’s securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law. Some of the risks and other factors that could cause actual results to differ materially from those expressed in forward-looking information expressed in this press release include, but are not limited to: obtaining and maintaining regulatory approvals including acquiring and renewing U.S. state, local or other licenses, the uncertainty of existing protection from U.S. federal or other prosecution, regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, market and general economic conditions of the cannabis sector or otherwise.