03-04-2021, 05:54 AM
High Times IPO - A Dying Brand —> From Selling Mags to Selling Bags
<!-- SC_OFF --><div class="md"><p>High Times is a - beloved - American monthly magazine and cannabis brand with offices in Los Angeles and New York City. The magazine was founded in 1974 by Tom Forçade and the publication advocates the legalization of cannabis. The magazine has been involved in the marijuana-using counterculture since its inception.</p> <p>On Jan 29th, 2020, ditched dreams of <a href="https://www.newcannabisventures.com/high-times-ditches-dreams-of-nasdaq-listing/">NASDAQ Listing</a></p> <blockquote> <p>Hightimes Holding Corp., parent of High Times, revealed that it has abandoned its efforts to list on the NASDAQ, a goal it had been pursuing for since mid-2017. The company launched an offering two years ago at $11 per share through the Reg A+ process, and it reported that it would extend its Reg A+ capital raise until 4.545 million shares had been sold or until March 31st. It disclosed in an SEC filing that it recently sold 363,636 shares at $5.50 in a private placement to Ontario-based Rayray Investments (Raymond Leach, an original investor in MedReleaf), a 50% discount to where it has been selling shares.</p> </blockquote> <p>High Times securities lawyers, Stephen Weiss and Megan Penick of L.A. based Michelman Robinson LLP, confirmed in an email interview that the company can not accept sales until they get their annual report filed and publicly available for investors.</p> <p><a href="https://vimeo.com/438846483">High Times IPO - Sorry, No Refunds - Teri Buhl of Cannabis Law Reports Talks Reg A</a></p> <p><strong>Harvest Acquisitions</strong></p> <p>It was in March that Harvest Health announced an $80 million buyout of that entire company. Then, literally two months later, we see a letter of intent filed by Hightimes now and Harvest saying, </p> <blockquote> <p>"Okay well, we're actually going to buy the California assets of Have a Heart." </p> </blockquote> <p>Why that was contradictory is that Harvest had just been on an investor call telling people, when an analyst asked, </p> <blockquote> <p>"Why are you doing this deal?" They said, "Well, we want a stronger footprint in California." </p> </blockquote> <p>It didn't make sense that two months later they're getting rid of everything they just bought in California.</p> <p>Additionally, in the last month there have been<a href="https://mjbizdaily.com/high-times-cannabis-retail-bid-complicated-by-web-of-owners-social-equity-partners/amp/">multiple news reports</a> questioning if Harvest even has ownership or control of the cannabis licenses to sell to High Times.</p> <p>Very little cash actually changes hands in the deals crafted by High Times; instead it has announced millions of stock <em>(which isn’t publicly traded yet)</em> will pay for the asset purchases. With the Harvest acquisition, High Times attorney Stephen Weiss confirmed for CLR that $1.5 million was paid to Harvest but at signing only $500k was given. The asset purchase agreement filed with the SEC said High Times would pay Harvest $1 million on signing.</p> <p>This is just a complete lack of transparency, and it's completely unfair for the Main Street investor trying to get into cannabis.</p> <p><strong>Done before starting</strong></p> <p>The Securities and Exchange Commission has told a U.S. operated cannabis media and dispensary company, High Times Holdings, that they must halt accepting investments in their mini-IPO because they have failed to meet an extended deadline to file their audited annual report.</p> <blockquote> <p>The last date the company was allowed to take investments was the middle of June.</p> </blockquote> <p>High Times used a reporting extension the SEC created because of the Covid-19 pandemic to get a 45 day extension to file the annual report and said in recent SEC disclosure filings, called Form 1-U, that they promised investors to get them current revenue, cash flows, debt levels and asset values by June 12, 2020 via the annual report; but CLR has learnt that this never happened.</p> <p>Adam Levin’s company has spent over two years trying to get main street to invest up to $US50 million without a successful close date that could lead to publicly traded stock on the OTC Markets under the ticker $HITM.</p> <p>On June 30th, 2020 the company made an <a href="https://www.sec.gov/Archives/edgar/data/1714420/000149315220012247/0001493152-20-012247-index.htm">SEC filing</a> announcing once again their mini-ipo would be extended for yet another three months but left out the important fact that they couldn’t actually accept sales.</p> <p>When asked if it is normal practice for a Reg A issuer to continue to solicit investments when it can’t accept sales; securities attorney Sara Hanks said:</p> <p><em>”The SEC may have softened up in the Covid crisis but previously, both sales and offers were supposed to stop during such time as the issuer was delinquent in its filings, because there is no exemption under Reg A for “offers” (advertising etc) while a company is delinquent.”</em></p> <p>High Times still has their investment offering page <a href="https://hightimesinvestor.com/?utm_source=google&utm_medium=search&utm_campaign=hightimesx&gclid=Cj0KCQjw3ZX4BRDmARIsAFYh7ZLylKUJKyHSWhczvAcJAdLVBjLED6hTfWbWCb4Oejeqm5j-yCs4zpgaAgzCEALw_wcB">live</a></p> <p>Since then investors have seen a rapid pace of public announcements about asset purchases, via signed letter of intents, hyping the potential growth of High Times followed up with quiet SEC filings announcing the deals had either fallen apart or been watered down. </p> <p>I have personally fallen for this sham (F), as I invested in 5000 units in 2018. They stopped responding to my inquires, in fact, there was a random charge on my credit card (from an airport in LA) the same day they charged my card for the IPO.. they stated that it would be refunded - never was. I can still log on and see the shares I have “invested” but they obviosuly don’t represent anything. Lesson learned..</p> <p><strong>Recent Financials</strong></p> <p>The company filed a<a href="https://www.sec.gov/Archives/edgar/data/1714420/000121390018007523/f1apos2018a1_hightimeshold.htm">post-qualification amendment to its Form 1-A</a> with the SEC that suggests the financial condition has become even more precarious. In the first quarter of 2018, sales plunged 64.9% to just $1.481 million:</p> <p>Most of the decline can be attributed to the events business, which fell almost 83%, but publishing revenue declined over 16% as well. The company indicated that its Cannabis Cup events will take place later in the year compared to the prior year, with one in Las Vegas and in Los Angeles taking place in the first quarter of 2017 and none in the first quarter of 2018. The $554K in sales were generated by smaller events, and the company expects the number of Cannabis Cups and small events to increase for the full year. It blamed the publishing decline on lower sales at the newsstands and through subscription and lower print advertising revenue, with digital partially offsetting these factors.</p> <p>The company provided information about its cost of revenue, which was $503K, as well as its operating expenses, which declined substantially to $2.391 million, producing an operating loss of $1.413 million compared to an operating loss in the first quarter of 2017 of $6.54 million. Much of the year-ago operating expenses were due to a one-time non-cash charge of $6.689 million for equity compensation charges for consulting.</p> <p>The last time the company filed official annual earnings was June 2019. High Times had told investors it would get updated financial information on June 12, but that did not happen. The company has extended the offering of shares for two years, initially telling investors that it would list its shares on the NASDAQ. Then it lowered those expectations to the Over-The-Counter Marketplace. </p> <p><strong>Still, it hasn’t happened.</strong></p> <p><em>I am not a Financial Advisor, so please do your own DD</em></p> </div><!-- SC_ON --> submitted by <a href="https://www.reddit.com/user/seebz69"> /u/seebz69 </a> <br/> <span><a href="https://www.reddit.com/r/investing/comments/lwlwh3/high_times_ipo_a_dying_brand_from_selling_mags_to/">[link]</a></span> <span><a href="https://www.reddit.com/r/investing/comments/lwlwh3/high_times_ipo_a_dying_brand_from_selling_mags_to/">[comments]</a></span>Kind Regards R
<!-- SC_OFF --><div class="md"><p>High Times is a - beloved - American monthly magazine and cannabis brand with offices in Los Angeles and New York City. The magazine was founded in 1974 by Tom Forçade and the publication advocates the legalization of cannabis. The magazine has been involved in the marijuana-using counterculture since its inception.</p> <p>On Jan 29th, 2020, ditched dreams of <a href="https://www.newcannabisventures.com/high-times-ditches-dreams-of-nasdaq-listing/">NASDAQ Listing</a></p> <blockquote> <p>Hightimes Holding Corp., parent of High Times, revealed that it has abandoned its efforts to list on the NASDAQ, a goal it had been pursuing for since mid-2017. The company launched an offering two years ago at $11 per share through the Reg A+ process, and it reported that it would extend its Reg A+ capital raise until 4.545 million shares had been sold or until March 31st. It disclosed in an SEC filing that it recently sold 363,636 shares at $5.50 in a private placement to Ontario-based Rayray Investments (Raymond Leach, an original investor in MedReleaf), a 50% discount to where it has been selling shares.</p> </blockquote> <p>High Times securities lawyers, Stephen Weiss and Megan Penick of L.A. based Michelman Robinson LLP, confirmed in an email interview that the company can not accept sales until they get their annual report filed and publicly available for investors.</p> <p><a href="https://vimeo.com/438846483">High Times IPO - Sorry, No Refunds - Teri Buhl of Cannabis Law Reports Talks Reg A</a></p> <p><strong>Harvest Acquisitions</strong></p> <p>It was in March that Harvest Health announced an $80 million buyout of that entire company. Then, literally two months later, we see a letter of intent filed by Hightimes now and Harvest saying, </p> <blockquote> <p>"Okay well, we're actually going to buy the California assets of Have a Heart." </p> </blockquote> <p>Why that was contradictory is that Harvest had just been on an investor call telling people, when an analyst asked, </p> <blockquote> <p>"Why are you doing this deal?" They said, "Well, we want a stronger footprint in California." </p> </blockquote> <p>It didn't make sense that two months later they're getting rid of everything they just bought in California.</p> <p>Additionally, in the last month there have been<a href="https://mjbizdaily.com/high-times-cannabis-retail-bid-complicated-by-web-of-owners-social-equity-partners/amp/">multiple news reports</a> questioning if Harvest even has ownership or control of the cannabis licenses to sell to High Times.</p> <p>Very little cash actually changes hands in the deals crafted by High Times; instead it has announced millions of stock <em>(which isn’t publicly traded yet)</em> will pay for the asset purchases. With the Harvest acquisition, High Times attorney Stephen Weiss confirmed for CLR that $1.5 million was paid to Harvest but at signing only $500k was given. The asset purchase agreement filed with the SEC said High Times would pay Harvest $1 million on signing.</p> <p>This is just a complete lack of transparency, and it's completely unfair for the Main Street investor trying to get into cannabis.</p> <p><strong>Done before starting</strong></p> <p>The Securities and Exchange Commission has told a U.S. operated cannabis media and dispensary company, High Times Holdings, that they must halt accepting investments in their mini-IPO because they have failed to meet an extended deadline to file their audited annual report.</p> <blockquote> <p>The last date the company was allowed to take investments was the middle of June.</p> </blockquote> <p>High Times used a reporting extension the SEC created because of the Covid-19 pandemic to get a 45 day extension to file the annual report and said in recent SEC disclosure filings, called Form 1-U, that they promised investors to get them current revenue, cash flows, debt levels and asset values by June 12, 2020 via the annual report; but CLR has learnt that this never happened.</p> <p>Adam Levin’s company has spent over two years trying to get main street to invest up to $US50 million without a successful close date that could lead to publicly traded stock on the OTC Markets under the ticker $HITM.</p> <p>On June 30th, 2020 the company made an <a href="https://www.sec.gov/Archives/edgar/data/1714420/000149315220012247/0001493152-20-012247-index.htm">SEC filing</a> announcing once again their mini-ipo would be extended for yet another three months but left out the important fact that they couldn’t actually accept sales.</p> <p>When asked if it is normal practice for a Reg A issuer to continue to solicit investments when it can’t accept sales; securities attorney Sara Hanks said:</p> <p><em>”The SEC may have softened up in the Covid crisis but previously, both sales and offers were supposed to stop during such time as the issuer was delinquent in its filings, because there is no exemption under Reg A for “offers” (advertising etc) while a company is delinquent.”</em></p> <p>High Times still has their investment offering page <a href="https://hightimesinvestor.com/?utm_source=google&utm_medium=search&utm_campaign=hightimesx&gclid=Cj0KCQjw3ZX4BRDmARIsAFYh7ZLylKUJKyHSWhczvAcJAdLVBjLED6hTfWbWCb4Oejeqm5j-yCs4zpgaAgzCEALw_wcB">live</a></p> <p>Since then investors have seen a rapid pace of public announcements about asset purchases, via signed letter of intents, hyping the potential growth of High Times followed up with quiet SEC filings announcing the deals had either fallen apart or been watered down. </p> <p>I have personally fallen for this sham (F), as I invested in 5000 units in 2018. They stopped responding to my inquires, in fact, there was a random charge on my credit card (from an airport in LA) the same day they charged my card for the IPO.. they stated that it would be refunded - never was. I can still log on and see the shares I have “invested” but they obviosuly don’t represent anything. Lesson learned..</p> <p><strong>Recent Financials</strong></p> <p>The company filed a<a href="https://www.sec.gov/Archives/edgar/data/1714420/000121390018007523/f1apos2018a1_hightimeshold.htm">post-qualification amendment to its Form 1-A</a> with the SEC that suggests the financial condition has become even more precarious. In the first quarter of 2018, sales plunged 64.9% to just $1.481 million:</p> <p>Most of the decline can be attributed to the events business, which fell almost 83%, but publishing revenue declined over 16% as well. The company indicated that its Cannabis Cup events will take place later in the year compared to the prior year, with one in Las Vegas and in Los Angeles taking place in the first quarter of 2017 and none in the first quarter of 2018. The $554K in sales were generated by smaller events, and the company expects the number of Cannabis Cups and small events to increase for the full year. It blamed the publishing decline on lower sales at the newsstands and through subscription and lower print advertising revenue, with digital partially offsetting these factors.</p> <p>The company provided information about its cost of revenue, which was $503K, as well as its operating expenses, which declined substantially to $2.391 million, producing an operating loss of $1.413 million compared to an operating loss in the first quarter of 2017 of $6.54 million. Much of the year-ago operating expenses were due to a one-time non-cash charge of $6.689 million for equity compensation charges for consulting.</p> <p>The last time the company filed official annual earnings was June 2019. High Times had told investors it would get updated financial information on June 12, but that did not happen. The company has extended the offering of shares for two years, initially telling investors that it would list its shares on the NASDAQ. Then it lowered those expectations to the Over-The-Counter Marketplace. </p> <p><strong>Still, it hasn’t happened.</strong></p> <p><em>I am not a Financial Advisor, so please do your own DD</em></p> </div><!-- SC_ON --> submitted by <a href="https://www.reddit.com/user/seebz69"> /u/seebz69 </a> <br/> <span><a href="https://www.reddit.com/r/investing/comments/lwlwh3/high_times_ipo_a_dying_brand_from_selling_mags_to/">[link]</a></span> <span><a href="https://www.reddit.com/r/investing/comments/lwlwh3/high_times_ipo_a_dying_brand_from_selling_mags_to/">[comments]</a></span>Kind Regards R