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If they do a 40 to 1 reverse split and then they offer shares at .05 per share, that means the current shares would only be worth .00125 at least that's what it looks like IMO.
In my opinion, CNGT has a goal of a 1 for 40 RS. CNGT is in debt and the proceeds from the RS and subsequent sale of 100M shares will be an estimated $5M to be used to pay off a debt CNGT holds to several creditors. I do not see much left for the common shareholders.
Looks like Emergent Health Corp. ("Emergent") (OTC PINK:EMGE) is the one to follow if anyone thinks following Morrison is of value or if the patented products owned by CNGT are worth an effort to invest in EMGE.
I'll continue to watch on the sidelines. I sold my position of CNGT and was waiting to re-enter if it settled back to to the $.0021 range. At this point I am not sure what CNGT is, does not seem to viable at this point. This one was just a dice roll for me, I left playing the PINKS some time ago. This kind of crap is why I got away from pinkies.
https://disclosurequest.com/form/cannagistics-inc./0001663577-22-000257/offering-circular
USE OF PROCEEDS
We estimate that the net proceeds to us from this Offering, after deducting the estimated Offering fees and expenses estimated at $75,000, will be approximately $4,925,000, assuming the maximum number of shares are sold. However, there is no minimum number of shares that must be sold by us, and we may raise substantially less than what is needed to meet our working capital needs, pay off outstanding indebtedness and achieve our business objectives as described elsewhere in this Offering Circular.
Recent Borrowings
The Company intends to use a portion of the proceeds to repay outstanding indebtedness, including from the recent borrowings described below as well as the indebtedness reflected in our Financial Statements included in this Offering Circular.
In connection with the July 1, 2021, acquisition of Integrity Wellness, the Company borrowed $175,000 from Cimarron Capital, Inc. (“Cimarron”) and issued Cimarron two separate Promissory Notes for $150,000 and $200,000, respectively, both dated July 6, 2021. Each Note bears 0% interest and is payable upon the earlier of the Company raising capital in a securities offering (which includes this Offering) or July 6, 2022.
On August 5, 2021, the Company issued FirstFire Global Opportunities Fund LLC, a Delaware limited liability company an Original Issue Discount $500,000 Promissory Note with a net amount of $250,000 from August 6, 2021. The Note bears 0% interest and is payable August 5, 2022, unless converted into shares of Common Stock by the Holder at the conversion price of $0.01 per share.
On August 10, 2021, the Company issued GS Capital Partners LLC, a New York limited liability company an Original Issue Discount $150,000 Promissory Note, with a net amount of $75,000, from August 11, 2021. The Note bears 0% interest and is payable August 10, 2022, unless converted into shares of Common Stock by the Holder at the conversion price of $0.01 per share.
On August 25, 2021, the Company issued GW Holdings Group LLC, a New York limited liability company an Original Issue Discount $200,000 Promissory Note, with a net amount of $150,000, from August 23, 2021. The Note bears 0% interest and is payable August 23, 2022, unless converted into shares of Common Stock by the Holder at the conversion price of $0.01 per share.
The following table represents management’s best estimate of the uses of the net proceeds received from the sale of Common Stock assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares of Common Stock offered for sale in this Offering.
100% 75% 50% 25%
Repayment of Notes (1) $ 1,200,000 $ 1,200,000 $ 1,200,000 $ 1,175,000
Salary and Related Compensation $ 200,000 $ 200,000 $ 200,000 $ 0
Acquisition of Inventory $ 500,000 $ 500,000 $ 475,000 $ 0
Marketing Expenses $ 1,000,000 $ 1,000,000 $ 475,000 $ 0
Working Capital $ 2,025,000 $ 775,000 $ 75,000 $ 0
Expenses of the Offering $ 75,000 S 75,000 $ 75,000 $ 75,000
Total $ 5,000,000 $ 3,750,000 $ 2,500,000 $ 1,250,000
(1) We may use up to $1,200,000 of the net proceeds received from this Offering for the payment of outstanding Convertible Notes.
If we sell all or substantially all of the $5,000,000 of shares of Common Stock we are offering, we expect that the net proceeds from this Offering, together with our existing cash and cash equivalents and anticipated revenues we collect will enable us to fund our operating expenses and capital expenditure requirements for the next 12 months. The expected use of net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors we may not be able to anticipate. As a result, our management will retain broad discretion over the allocation of the net proceeds from this Offering.
If we do not sell all of the shares of Common Stock offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above, which could entail entering any or a combination of equity and debt offerings. If we need to and are unable to raise additional funds, we may be required to delay, limit, or cease operations. We can provide no assurance that additional financing would be available to us when desired or needed and, if available, on terms acceptable to us. Even if we obtain the required financing outside of this Offering, the effective could be highly dilutive and/or have other adverse consequences on our stockholders.
27
Table of Contents
BUSINESS
The following description of our business contains forward-looking statements relating to future events or our future financial or operating performance that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors described in “Risk Factors” beginning on page 4.
Overview
We were originally incorporated under the laws of the State of Nevada under the name “Precious Investments, Inc.” in 2004. From inception the Company was engaged in the acquisition and exploration of resource properties. In 2012, after our charter was revoked by the Nevada Secretary of State for failure to file annual reports and pay related fees, we entered into the custodianship of NPNC Management, LLC. In 2017, under the name Precious Investments, Inc., we commenced operations as a trader of precious gems. From November 2017 until 2020, our business focus was third-party logistics and reverse logistics in the transportation field and the development of an integrated SaaS platform designed to assist prospective clients in the transportation filed. In October 2020 we ceased operations of the third-party logistics and reverse logistics part of our business and focused on the development of an integrated software-as-a-service (SaaS) platform designed to assist prospective clients in the transportation field and additionally to integrate the over-the-counter medicine (OTC), pharmaceutical, nutraceutical, cosmetic, hemp, health and wellness product industries with all aspects of supply chain logistics and support.
On July 1, 2021, we entered into a Reorganization and Stock Purchase Agreement with Regen and Integrity Wellness pursuant to which we acquired Integrity Wellness in exchange for 4,400,000 shares of the Company’s Series F Convertible Preferred Stock. We also changed our state of incorporation to Delaware. A significant majority of our operations are now operated through Integrity Wellness which because of the transaction became a wholly owned subsidiary of the Company. We expect to change our name to The Integrity Wellness Group, Inc. subject to regulatory compliance.
Following our acquisition of Integrity Wellness, we shifted to our current business plan and focus which is the development, marketing and sale of OTC, pharmaceutical, nutraceutical, cosmetic and health and wellness products with a focus on products infused with Hemp Oil. We now have a portfolio of products designed for the treatment of ailments and symptoms and/or general improvement of health and wellbeing by topical or oral administration. These product offerings, which are described more fully below, are designed to provide a variety of treatments, benefits and uses including pain relief, anti-aging, hygiene, energy, and immune system and biochemical support. We also have products designed for veterinary and agricultural uses. We have six patents and 15 patent applications pending for our products, as well as various trademarks. Our mission is to alleviate suffering and adverse consequences caused by certain health and biological conditions and enhance users’ quality of life through the use of inventions and science including through the use of Hemp Oil and potentially, in the future, CBD.
As of the date of this Offering Circular, due to heightened regulatory restrictions with respect to CBD, we are focused on products containing Hemp Oil rather than CBD. Hemp Oil is derived from cannabis seeds whereas CBD is taken from the leaves and stems of cannabis and contains a higher concentration of tetrahydrocannabinol, or THC, which is the compound that produces a psychoactive effect from consumption of cannabis and certain cannabis-derived products. Generally speaking, Hemp Oil is currently subject to more lenient regulatory restrictions than CBD. See “Government Regulations” below for more information.
https://disclosurequest.com/form/cannagistics-inc./0001663577-22-000257/offering-circular
Cannagistics, Inc.
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
150 Motor Parkway
Suite 401
Hauppauge, NY 11787
631-787-8455
2844 86-3911779
(Primary Standard Industrial Classification Code Number) (I.R.S. Employer
Identification Number)
Maximum offering of 100,000,000 shares of Common Stock by Cannagistics, Inc.
This is an exempt offering of shares of Common Stock of Cannagistics, Inc. pursuant to Regulation A under the Securities Act of 1933 (the “Offering”). The offering price will be determined in accordance with Rule 253(b) of Regulation A using a bona fide estimate of the offering price range of $0.05 to $0.20 per share and of an estimated maximum of 100,000,000 shares offered, assuming the $0.05 offering price is used, and a minimum of 25,000,000 shares offered, assuming the $0.20 offering price is used.
The number of shares offered and the offering price per share give effect to the 1-for-40 reverse stock split which is expected to take effect following and subject to approval from the Financial Industry Regulatory Authority.
The offering of these shares will commence within two calendar days of the filing of an Offering Circular Supplement fixing a price per share for the Offering within the range, which Offering Circular Supplement will be filed within 15 business days following the qualification date of this Offering Circular. The Offering will be a continuous offering pursuant to Rule 251(d)(3)(i)(F). The offering will remain open until the earlier of the date on which the maximum amount of proceeds are raised by the Company and one year from the effective date of the Offering.
Our Common Stock currently trades on the OTC Pink Open Market under the symbol “CNGT” and the closing price of our Common Stock on March 23, 2022, was $0.0029. Our Common Stock currently trades on a sporadic and limited basis. For more information about our Common Stock, see “Description of Our Common Stock” beginning on page 41.
We are offering our shares without the use of a placement agent. We reserve the right to enter into agreements with registered broker-dealers and pay such firms a selling commission of up to 10%, subject to approval of the Financial Industry Regulatory Authority.
This Offering Circular is following the offering circular format described in Part II (a)(1)(ii) of Form 1-A.
Price to Public Underwriting discount and commissions Proceeds to issuer(1) Proceeds to other persons
Per share: $ 0.05 – 0.20 — $ 0.05 – 0.20 $ 0
Total Minimum: — — —
Total Maximum: $ 5,000,000 — $ 5,000,000 $ 0
(1) Represents gross proceeds, and does not take into account offering expenses. See “Use of Proceeds.”
Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 4 to read about factors you should consider before buying shares of Common Stock.
The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.
Looks like it could be :)
Mentioned a "relaunch"...
From recent press release from Zimbler...
"Emergent executes Letter of Intent with Regen Biowellness, Inc.; Former L'Oréal President Jim Morrison to join Emergents Management Team"
Wednesday, July 6, 2022 10:00 AM
Not sure if it ties in.
Wished we could get some updates.........
https://www.accesswire.com/707930/Emergent-Executes-Joint-Venture-Agreement-with-Nutralife-Biosciences-and-Provides-PharmaZu-Corporate-Update
I don't know if this is good news or not. When I see the words reverse split I get very nervous.
It means EMGE is the ticket imo
Wow it looks like everything is going to EMGE
Hey Panzer :)
What do you think of the CNGT news yesterday?
Let's hope we get more news in coming months.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=166724313
Yes cannagistics inc is regen bio wellness.
Let's hope so...
the share structure is still good and CNGT has done it before.
Boom Shacka Lacka!
It means that if this will go through we can go up to 0.10$ or even higher
Ok, so what does this mean for shareholders of CNGT?
Emergent executes Letter of Intent with Regen Biowellness, Inc.; Former L'Oréal President Jim Morrison to join Emergents Management Team
Wednesday, July 6, 2022 10:00 AM
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Company Update
HAUPPAUGE, NY / ACCESSWIRE / July 6, 2022 / Emergent Health Corp. ("Emergent") (OTC PINK:EMGE) announces it has executed a Letter of Intent to acquire Regen Biowellness, Inc., f/k/a Availa Bio, Inc. ("Regen"), a distributor of various products in the plant-based and regenerative medical fields.
Upon the completion of the transaction, Jim Morrison, President and CEO of Regen will join the management team of Emergent. Mr. Morrison is a legend in the personal care industry, most notably as President of L'Oréal. While at L'Oréal, Morrison oversaw growth that averaged more than 20% year-over-year. He engineered the acquisitions of Redken and Matrix and led the company during a period of unprecedented growth during his tenure. He is considered one of the top brand strategists in the personal care space. Morrison has had a long history of working with celebrities in the beauty space, such as Britney Spears, Kimora Lee Simmons, Flo Rida, Katharine McPhee, Christie Brinkley, Rob Lowe, Kylie Jenner and others. Morrison is currently CEO of Cannagistics, Inc. and Advisor to Kerluxe, Inc.
Emergent Health Corp., Wednesday, July 6, 2022, Press release picture
Business Week Magazine previously wrote: "Over the last two decades, Mr. Morrison has had a profound impact on the American Beauty Industry. In the industry's history no other executive has had the level of financial responsibility or breadth of organizational experience as Jim. His devotion to, and success within the American Beauty Industry is unmatched."
Regen Biowellness products include:
Product with Issued Patents
Immuniain TM (Immune Booster) - Irreversibly-inactivated pepsinogen fragments for modulating immune function (Immune Booster- FDA Cleared)
ImmunaZin contains an FDA approved New Dietary Ingredient (NDI), and the NDI # is 1140
Patent No. US 8,309,072; Patent Issued: November 13, 2012
Pending Patent Applications
Veterinary Cannabinoid and Menthol Compositions and Methods
Application No. 16/419,392; International Application PCT/US2019/048695
Cannabinoid and Menthol Compositions and Methods
US Application No. 16/419,336; International Application PCT/US2019/048691
Thin Film Toothpaste Strip, European Application
Product Name: KidzStrips ®
Thin Film Toothpaste Strip, Eurasian Application
Product Name: KidzStrips ®
Fertilizer
Product Name: HydroSoil ®, Water retaining Hemp enhanced fertilizer, water plant once every two weeks
Other Products
IcyEase
Adhesive Ice Pack for muscle/joint pain to cool surface and address pain.
Patent-pending, FDA pain claim in progress. IcyEase contains menthol, menthol is an approved pain relief ingredient in the FDA's monograph for topical pain relief
Micro Voltage Trans Derm C
patent application in progress for pain with unique and superior absorbing features due to wearer's movement generated Micro Voltage
Silverpro - our only FDA approved medical device for the treatment of pain. Revolutionary technology combining genuine silver yarn with low-static carbon fibers, to create the world's most advanced-compression pain relief fabric
The acquisition of Regen, along with the human and pet related products already in the Emergent family, through its subsidiaries Emergent OTC and Emergent Medical Foods for humans, as well as Pharmazu's products for pets, plans to create a complete human and pet portfolio of products. With the previously announced acquisition of Fusion Pharmacy on June 29th 2022, Emergent intends to be a major participant in the field of OTC human and pet products.
Regen is currently awaiting its Bankruptcy Petition to be dismissed pursuant to a Settlement Agreement. Once dismissed by the Bankruptcy Court, the closing of the transaction, pending approvals, is anticipated to be mid-to-end July 2022. Emergent is very excited for the opportunity to take over Regen to market and distribute its incredible line of products.
James W. Zimbler, CEO of Emergent stated, "Emergent is embarking on a course to expand its health and wellness, biologic medical offering for both people and pets. When the transactions are closed, the added entities, along with our current offerings, including pet meds offered through PharmaZu, will provide an enormous variety of products."
Jim Morrison, President and CEO of Regen Biowellness stated, "The new Emergent Health is positioned to be a transformational company in the "family health and wellness" space. From ‘PharmaZu' for your pets to the most serious forms of regenerative wellness. The company has unlimited potential."
ABOUT EMERGENT HEALTH CORPORATION
Emergent Health Corp. is developing a product line in the field of Regenerative Medicine and improved neutraceuticals and phytonutritionals available to the general public without a prescription.... Its products comprise ingestibles as well as topicals for the whole family. The company distributes its products online and through Content Based Shopping using Influencers to position products in their produced content throughout the United States and Internationally. PharmaZu its newly acquired subsidiary, is a pure play, e-commerce products and service provider focused on The Pet Community, Pet Pharmacy and Wellness using Influencers and their content, including the pet pharmacy, vet telehealth and pet wellness businesses. Emergent does not claim any of its products are approved by the FDA to diagnose, treat, cure or prevent any disease.
Before using any products, you should always consult with your Veterinarian and Family Doctor.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements that can be identified by terminology such as "believes," "expects," "potential," "plans," "suggests," "may," "should," "could," "intends," or similar expressions. Many forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results implied by such statements. These factors include, but are not limited to, our ability to continue to enhance our products and systems to address industry changes, our ability to expand our customer base and retain existing customers, our ability to effectively compete in our market segment, the lack of public information on our company, our ability to raise sufficient capital to fund our business, operations, our ability to continue as a going concern, and a limited public market for our common stock, among other risks. Many factors are difficult to predict accurately and are generally beyond the company's control. Forward-looking statements speak only as to the date they are made, and we do not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
FOR MORE INFORMATION, PLEASE CONTACT:
James Zimbler, CEO
jzimbler@emergenthealthcompany.com
631-806-1420
https://emergenthealthcompany.com/
SOURCE: Emergent Health Corp.
Sumtin's up! Where do we fit in ??
https://www.accesswire.com/707695/Emergent-executes-Letter-of-Intent-with-Regen-Biowellness-Inc-Former-LOral-President-Jim-Morrison-to-join-Emergents-Management-Team
Are we tied to EMGE somehow??
This is as clear as mud..lol
I thought Regen Bio was our new name??
Good volume !
Looks like the rona took a hike...
Someone is collecting shares for a reason.
Still low share structure so it's a good bet for a run.
CNGT getting over The Rona?
WHATS HAPPENING MY MAN!!!
Boom Shacka Lacka :)
Nice to see some good volume!
I don't know but evidently, someone has some insider info.
Looks like movement but where is news or any public info?
Looks like a little something might be going on here now.
In chill mode.
Fortune favors the bold.
CNGT
Well that pump didn’t last very long
Why file an NT if you don't plan on following up? I don't get it.
0 shares traded today and half the day is over. Sweet. Good job Morrison!
hopefully he is "significantly expanding operations" required to assure all shareholders become millionaires. But, the ask seems to be growing.
The question is what the heck is Morrison doing? Sure is quite.
I completely understand your position, there is potential here with Morrison on board. I needed some dry powder and could not resist taking the profit. Most of my other holds are long, so it was good to see some realized gains, especially with how badly the cannabis market has done all year. I may re-enter CNGT down the road and will be sure to keep CNGT on my watch list. All the best to the CNGT crew.
Don’t blame you, but I have trouble getting rid of my position here b/c there is a hidden potential with Morison at the helm, and if we see good news, it’ll be too late to jump in. It moves too fast.
Not sure what is going on with CNGT. Morrison and Company are not communicating to shareholders. It's hard to say where this is going, but being a PINKY, I decided to sell my position and made a quick 100% profit. Like I said, its a PINKY and the lack of information is troubling. I was hopeful when Morrison got on board, but the silence is hard to accept.
I'll continue to keep this one on my radar.
Best regards to all.
Well, they should have filed the 10-q today. They are late. Hopefully for a good reason. Don’t quote me because Typing on my phone, but the NT was due to a large restructuring, so I’m wishfully hoping for solid updates on this 10-q. Being late isn’t the way I was hoping to see it go. OTC can be more forgiving than some. Like everyone else, wish I had a clue.
What is anyone's take on the report filed on June 14, 2022? The only thing I get from it is that Jim Morrison is still alive and the company still has a chance to survive. LOL
We have action!Cannagistics(OTCPK:CNGT)
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Cannagistics (OTC:CNGT), Quotes and News Summary
Soft trade volume today but still holding solid.
Let’s lock that float and send it to .10
Make Pump Group Great Again
100% agree with you Jo
?? % agree with you Jo
The share structure is ripe for the picking.
Accumulate now and let the buying begin.
If it's a group who knows when they'll really start to pump it?
It would be better to be based on real growth in the company...
Both would be awesome.
Seems like quiet accumulation. Someone or some entity doesn’t want to draw attention to themself “just yet”
JMHO….3bb
Not much volume really but anything green is better than what we have been seeing.
Slow and steady but building in the right direction.
Hope we get some good news soon.
Nice upward accumulation movement for the day. Feels good….
No idea what to think anymore. Not even sure on a stable name for the company.
NT because "The Company has significantly expanded its operations".
Hopefully in a direction we are unaware of. What do you think? Anything to this?
Nothing crazy, but nice volume increase lately.
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