Charlotte's Web Announces C$67,500,000 Underwritten Public Offering
16 Jun, 2020, 09:05 ET
/NOT FOR DISTRIBUTION IN THE UNITED STATES/
BOULDER, Colo., June 16, 2020 /CNW/ - Charlotte's Web Holdings, Inc. ("Charlotte's Web", or the "Company") (TSX: CWEB) (OTCQX: CWBHF), the market leader in hemp CBD extract products, announces today that it has entered into an agreement with Canaccord Genuity Corp. (the "Lead Underwriter"), pursuant to which the Lead Underwriter, together with a syndicate of underwriters including Cormark Securities Inc., Eight Capital and PI Financial Corp. (collectively, the "Underwriters") have agreed to purchase, on an underwritten basis, 10,000,000 units of the Company (the "Units"), at a price of C$6.75 per Unit (the "Offering Price"), for aggregate gross proceeds to the Company of C$67,500,000 (the "Offering").
Each Unit will be comprised of one common share of the Company (a "Common Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable to acquire one common share (a "Warrant Share") for a period of 2 years following the closing date of the Offering at an exercise price of C$8.50 per Warrant Share, subject to adjustment in certain events.
In addition, the Company has granted the Underwriters a 30-day option (the "Over-Allotment Option") to purchase up to 1,500,000 additional Units on the same terms as the Offering. If the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering will be C$77,625,000.
Net proceeds from the Offering are expected to be used primarily to fund the Company's business development and for general working capital purposes.
The Units will be offered in each of the provinces of Canada, other than Québec, pursuant to the Company's base shelf prospectus dated April 8, 2019 (the "Base Prospectus") and may also be offered by way of private placement in the United States to "qualified institutional buyers". The terms of the Offering will be described in a prospectus supplement (the "Supplement") to be filed with the securities regulators in each of the provinces of Canada, except Québec.
Copies of the Supplement, following filing thereof, and accompanying Base Prospectus may be obtained on SEDAR at www.sedar.com and from Canaccord Genuity Corp., 161 Bay Street, Suite 3000, Toronto, ON M5J 2S1. The Base Prospectus contains, and the Supplement will contain, important detailed information about the Company and the Offering. Prospective investors should read the Supplement and accompanying Base Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.
Closing of the Offering is expected to occur on or about June 18, 2020 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The common shares have not been and nor will they be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the common shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Charlotte's Web in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Charlotte's Web Holdings, Inc.
Charlotte's Web Holdings, Inc. is the market leader in the production and distribution of innovative hemp-derived cannabidiol ("CBD") wellness products. The Company was founded by the Stanley Brothers on a mission to unleash the power of botanicals through compassion and science to benefit the planet and all who live upon it. The Company's premium quality products start with proprietary hemp genetics that are responsibly manufactured into hemp-derived CBD extracts naturally containing a full spectrum of phytocannabinoids, including CBD, terpenes, flavonoids and other beneficial hemp compounds. Charlotte's Web product categories include CBD oil tinctures (liquid products), CBD capsules, CBD topicals, as well as CBD pet products. The Company is a leader in over-the-counter topical products combining active pharmaceutical ingredients with hemp extract including CBD CLINICTM, marketed to the professional practitioner market, and CBDMEDICTM, marketed to the consumer market. Charlotte's Web hemp-derived CBD extracts are sold through select distributors, brick and mortar retailers, and online through the Company's ADA compliant website at www.CharlottesWeb.com.
Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, "forward-looking information"). In some cases, but not necessarily in all cases, forward looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events. In particular, this news release contains forward-looking information relating to the Offering, the use of the net proceeds from the Offering, the timing and ability of the Company to obtain all necessary approvals, the anticipated closing date of the Offering, and any other information contained herein that is not a historical fact.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the Company's annual information form dated March 27, 2020 and other public filings available on the Company's SEDAR profile at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such expectations, estimates, projections and assumptions will prove to be correct. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE Charlotte’s Web Holdings, Inc.
For further information: Cory Pala, Investor Relations, (416) 594-3849, [email protected]
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