Flower One Holdings Inc (FLOOF)

[BillJay]

Due to the $20 million debenture for the California expansion. Great deal in my opinion, very little dilution. I'm assuming they'll commence trading shortly.

[ZRock]

Anybody know why trading was suspended??

[Golden Cross]

News - Flower One Announces Public Offering of Convertible Debenture Units
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November 04, 2019 16:10 ET | Source: Flower One Holdings Inc.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

TORONTO, Nov. 04, 2019 (GLOBE NEWSWIRE) -- Flower One Holdings Inc. (“Flower One” or the “Company”) (CSE: FONE) (OTCQX: FLOOF) is pleased to announce that it is commencing an overnight marketed offering (the “Offering”) of convertible debenture units (the “Debenture Units”) of the Company. In connection with the Offering, the Company intends to file a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated October 22, 2019 (the “Shelf Prospectus”), with the securities regulatory authorities in each of the provinces of Canada, other than Québec. Each Debenture Unit will consist of one 9.5% unsecured convertible debenture due November 2022 (the “Convertible Debentures”) of the Company, and a number of common share purchase warrants (the “Warrants”) of the Company.

The total size of the Offering as well as certain other terms of the Convertible Debentures and the Warrants (including the number of Warrants per Debenture Units, the term and the exercise price) will be determined in the context of the market prior to the filing of the Prospectus Supplement.

The Offering is being led on a “best-efforts” basis by Mackie Research Capital Corporation and Canaccord Genuity Corp., as co-lead agents and joint bookrunners (collectively, the “Lead Agents”), and on behalf of a syndicate of agents (together with the Lead Agents, the “Agents”).

The Company intends to use the net proceeds from the Offering: (a) to advance and support the continued launch of its Brand Partners’ products into the Nevada market; (b) for working capital and general corporate purposes; and (c) to accelerate the Company’s market entry plans for California.

The Company will also grant the Agents an option (the “Over-Allotment Option”) to cover over-allotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the closing of the Offering, to increase the size of the Offering by up to 15% in Debenture Units (or the components thereof) on the same terms and conditions of the Offering, exercisable in whole or in part.

Flower One will use commercially reasonable efforts to obtain the necessary approvals to list the Convertible Debentures, the Warrants, and the common shares of the Company issuable upon conversion of the Convertible Debentures and the exercise of the Warrants on the Canadian Securities Exchange (the “CSE”).

Copies of the base shelf prospectus and, any supplement thereto to be filed in connection with the Offering, can be found on SEDAR at www.sedar.com.

The closing of the Offering is currently expected to be on or about the week of November 11, 2019 and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the CSE.

The Debentures Units (and the Convertible Debentures and the Warrants forming part of the Debenture Units) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States, or to or for the account or benefit of, persons in the United States or U.S. Persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. 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 Debenture Units in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Flower One Holdings Inc.

Flower One is the largest cannabis cultivator, producer, and full-service brand fulfillment partner in the state of Nevada. By combining more than 20 years of greenhouse operational excellence with best-in-class cannabis operators, Flower One offers consistent, reliable, and scalable fulfillment to a growing number of industry-leading cannabis brands. Flower One's flagship 400,000 square-foot greenhouse and 55,000 square-foot production facility is used for large scale cannabis cultivation, processing, and manufacturing. Flower One also owns and operates a second production facility in Las Vegas, with 25,000 square-feet of indoor cultivation and a commercial kitchen that will produce several of the nation's top-performing edible and beverage brands. Flower One produces a wide range of products ranging from wholesale flower, full-spectrum oils, and distillates to finished consumer packaged goods including flower, pre-rolls, concentrates, edibles, beverages, and topicals for the top-performing brands in cannabis.

The Company's common shares are traded on the Canadian Securities Exchange under the Company's symbol "FONE" and in the United States on the OTCQX Best Market under the symbol "FLOOF". For more information, visit: https://flowerone.com.

[ZRock]

have to agree with your assessment.

anyone who has been reading any of my posts, few as they are, should get idea where expansion into CA. could be.

https://www.otcmarkets.com/stock/FLOOF/news/Flower-One-Commences-Negotiations-to-Acquire-Strategic-Property-in-California-and-Provides-Nevada-Sales-Update?id=245106

[BillJay]

Selling the stock per the news today is so asinine it's hard to contemplate.

Based on the success that their Las Vegas location is having, and the ability to run that model (an average cost of U.S.$0.45 a gram and a little over 38 grams per sq ft), you're looking at a potential EBITDA of $200 million fairly quickly. This will have a market cap in the billions, and I truly believe they are the #1 greenhouse operator in the world based on all their endeavors with produce and now cannabis, I say this with the upmost confidence. Also, if they're able to raise non-dilutive debt (like they did for Las Vegas), the share structure can handle some dilution. It's been trading around a buck so I'm not too worried that it will go drastically lower. The shelf prospectus is already priced in and it's oversold as it is. Most people that have bought are here for the long run.

[BillJay]

It's a beautiful thing. This is just the beginning.

[ZRock]

FLOOF NEWS

10/24/2019
Flower One Brand Partner, Old Pal, Now Top-Performing Flower Brand in Nevada

Canada NewsWire

LAS VEGAS, Oct. 24, 2019

Old Pal's rapid market success supported by Nevada's largest greenhouse and production facility

LAS VEGAS, Oct. 24, 2019 /CNW/ - Flower One Holdings Inc. ("Flower One" or the "Company") (CSE:FONE) (OTCQX:FLOOF), Nevada's leading cannabis cultivator, producer, and full-service brand fulfillment partner, announced today, the newly acquired #1 Flower Brand Status of Old Pal, one of Flower One's leading brand partners. According to Headset, a leading cannabis industry analytics services provider, Old Pal is now the top-performing cannabis flower brand in the state of Nevada.

Flower One Holdings Inc. (CNW Group/Flower One Holdings Inc.)

"Both teams have worked very hard to make Old Pal the #1 flower brand in the state," said Salpy Boyajian, Vice President of Nevada Operations of Flower One. "This achievement speaks volumes not only to Nevada's appetite for Old Pal's affordable 'shareable flower,' but to Flower One's ability to leverage the full potential of our state-of-the-art greenhouse facility and production lab."

Flower One is licensed to produce, manufacture, and distribute the entire Old Pal product line, which Old Pal intends to expand beyond flower to include a variety of cannabis products, including vaporizer cartridges and disposables designed to meet the needs of the Las Vegas market.

"The entire Old Pal team and I are thrilled to be recognized as the top-performing flower brand in the state of Nevada," said Rusty Wilenkin, Co-Founder and CEO of Old Pal. "Becoming the #1 Flower Brand by volume in our home state of California was a major milestone for our business. But, when we engaged Flower One's support in making our first out-of-state expansion into Nevada, we knew we would be entering into a competitive landscape. Now we have the #1 Flower SKU in Nevada. It's an incredibly meaningful milestone for us."

Old Pal's pure dried flower is currently available for purchase and consumption in the state of Nevada, and plans are for disposable vape pens to follow. A multi-state brand, Old Pal is also availa ble in its home state of California as well as Washington.

https://www.otcmarkets.com/stock/FLOOF/news/Flower-One-Brand-Partner-Old-Pal-Now-Top-Performing-Flower-Brand-in-Nevada?id=244183

[ZRock]

thanks for posting.
FLOOF is currently continuing their expansion/updating of their Las Vegas facilities and working on their planned expansion into CA. should have plenty funds available to accomplish their goals..
hope to hear something more about Coachella, CA in next couple months.

GLTA

[Golden Cross]

$FLOOF Americanbulls is Bullish here!

Signal Update: Our system’s recommendation today is to STAY LONG. The previous BUY signal was issued on 10/17/2019, 4 days ago, when the stock price was 1.1100. Since then FLOOF has risen by +6.31%.

Americanbulls Link:
https://www.americanbulls.com/SignalPage.aspx?lang=en&Ticker=FLOOF

[Golden Cross]

FLOOF daily chart

[Golden Cross]

News - Flower One Announces Filing of Final Base Shelf Prospectus
Canada NewsWire

TORONTO, Oct. 22, 2019

TORONTO, Oct. 22, 2019 /CNW/ - Flower One Holdings Inc. ("Flower One" or the "Company") (CSE: FONE) (OTCQX: FLOOF) today announced that it has filed and obtained receipts for a final short form base shelf prospectus (the "Shelf Prospectus") with the securities regulatory authorities in each of the provinces of Canada except for the Province of Québec. A copy of the Shelf Prospectus can be found on the Company's issuer profile on SEDAR at www.sedar.com.

The Shelf Prospectus will allow the Company to offer up to US$250 million of common shares, debt securities, subscription receipts, units, warrants, or any combination thereof, from time to time during the 25-month period after the applicable Canadian securities regulatory authorities have issued a receipt for the final prospectus. Should the Company decide to offer securities during this period, the specific terms, including the use of proceeds from any such offering, will be set forth in a prospectus supplement related to the Shelf Prospectus, which will be filed with the applicable Canadian securities regulatory authorities.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications under the securities laws of any such jurisdiction.

About Flower One Holdings Inc.

Flower One is the largest cannabis cultivator, producer, and full-service brand fulfillment partner in the state of Nevada. By combining more than 20 years of greenhouse operational excellence with best-in-class cannabis operators, Flower One offers consistent, reliable, and scalable fulfillment to a growing number of industry-leading cannabis brands. Flower One's flagship 400,000 square-foot greenhouse and 55,000 square-foot production facility is used for large scale cannabis cultivation, processing, and manufacturing. Flower One also owns and operates a 25,000 square-feet of indoor cultivation and a commercial kitchen that will produce several of the nation's top-performing edible and beverage brands. Flower One produces a wide range of products ranging from wholesale flower, full-spectrum oils, and distillates to finished consumer packaged goods including flower, pre-rolls, concentrates, edibles, beverages, and topicals for the top-performing brands in cannabis.

The Company's common shares are traded on the Canadian Securities Exchange under the Company's symbol "FONE" and in the United States on the OTCQX Best Market under the symbol "FLOOF". For more information, visit: https://flowerone.com.

Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute "forward-looking information" within the meaning of Canadian securities laws and "forward-looking statements" within the meaning of United States securities laws (collectively, "forward-looking statements"). Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of the Company to be materially different from historical results or from any future actual results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "potential," "should," "may," "will," "plans," "continue" or other similar expressions to be uncertain and forward-looking.

Forward-looking statements may include, without limitation, statements relating to the Company's ability to close any offering of securities in connection with the filing of the Shelf Prospectus; the Company's leadership as a cannabis cultivator, producer and full-service brand fulfillment partner; the Company's ability to offer consistent, reliable and scalable fulfilment to its brand partners; and the production of the nation's top-performing edibles and beverage brands.

The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational and medicinal cannabis marketplaces in the United States through its subsidiary Cana Nevada Corp. Local state laws where Cana Nevada Corp. operates permit such activities; however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's Shelf Prospectus dated September 27, 2019 filed on its issuer profile on SEDAR at www.sedar.com.

The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement, the "Cautionary Statement regarding Forward-Looking Information" section contained in the Shelf Prospectus. All forward-looking statements in this press release are made as of the date of this press release. The forward-looking statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in the Company's public securities filings with the Canadian securities commissions, including the Company's Shelf Prospectus.

Although Flower One has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under United States federal law; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. Flower One Holdings disclaims and does not undertake any intention or obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR THEIR REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

SOURCE Flower One Holdings Inc.

[TrentonT]

Expected revenue figures
$8.1M 2019, $117M 2020, $212M 2021
from Roth Capital coverage of Flower One Holdings

[BillJay]

Couldn't have said it better myself. Every analyst covering this stock is bullish, and they should be.

[TrentonT]

Roth Capital initiates coverage of Flower One Holdings with a Buy rating and a C$4.00 price target. Here are key investment highlights from their report which summarizes Flower One Holdings differentiators nicely.

[Eric T]

On the rise! Is this the beginning? An average of 5 cents per day from 1.05 to 1.21 in 4 days. Monday should be interesting.

[retinvestor]

MJMICRO conference was weds. Flower One was a presentor. Not one article about how conference went, no copy of presentation, nothing. HMMM, I wonder why?

[retinvestor]

I was thinking we might get 20 cents this week, another 25 cents in run up to revenue release and another fifty cents after ER. Your high expectation is understood but the market as a whole will need to recover (or slim down through attrition) to get to $2.81, in shall we say 60 days?

Of course, I cant tell you why we are at $1.10 today either...glta

[BillJay]

You could easily get back to the 52 week high of $2.81.

[BillJay]

You could easily get back to the 52 week high of $2.81.

[retinvestor]

If you believe that the 50% stock price drop over the last 3 months is mostly due to the entire industry being down, then how much can we get back in next month? I hope we see a good bounce this week and then a LEAP after earnings report in Nov. If they release any preliminary revenue numbers at the conference, we could leap now and again in mid Nov. Live Long and Prosper!

[BillJay]

The stock capitulated, which I think is a good thing. Flushed out all the nonsense players. This is one heck of an entry point. I expect the stock to start creeping up and then eventually explode higher. FLOOF is going to turn some heads shortly.

[Eric T]

Volume was less than 4000 today, I believe that's the lowest ever!?

[BillJay]

Seaport downgraded Hexo and Canopy Growth today and they've advised investors to switch out of Canadian cannabis stocks and into U.S. multistate operators.

“As for the U.S. multistate operator group, we see a completely different set of circumstances in place, and we would broadly recommend that investors rotate away from Canada and toward the U.S., the analysts wrote in a note to clients. “We do not think that recent vape headlines will materially cut into forward MSO financials, and we see a number of opportunities for public MSOs on the horizon.”

This is obviously great for FLOOF!!!

[BillJay]

If that's true, you're looking at one hell of a short squeeze coming up. This stock is set to explode to the upside.

[BillJay]

It's a throw the baby out with the bath water situation. I think FLOOF got hit with the perfect storm. A lot of negative sediment in the industry, vaping illnesses, bad earnings from other more well known companies, etc.

However, I think this is a buying opportunity of a lifetime with regard to FLOOF. This is when you buy the best of breed companies, and I consider Flower One best of breed. There last conference call was extremely upbeat, their technologically advanced greenhouse is complete (which has turned a lot of heads in the industry because it's so incredible), they're located in a very advantageous area, the people pulling the strings behind the scene are some of the largest most respected greenhouse operators in the world. I haven't heard anything negative about FLOOF. In fact, it sounds like they're firing on all cylinders. Their market cap is at a ridiculous level based on future earnings and total assets. This is a multi-billion dollar company.

[cuggegrosse]

Yesterday 54% was shorted

[cuggegrosse]

Hello..I have been watching this company for a while now and it LOOKS TOO GOOD TO BE TRUE.Unfortunately I Have seen lately on the OTCS site a good amount of shorting from 50% to 78% daily.For example on 10/4 the total volume was 37,758 of which 28,928 were shorted. It looks all retail shorting, the volume isn't high per se but it's a big deal when compared to the regular trading volume.I'm going to keep an eye on the short sales on level II and see the individual amounts traded,it's very strange.MHO

[ZRock]

good find TT, thanks

[ZRock]

definitely a head scratchier! maybe shorting??
FLOOF doesn't put out crap PRs. from what I can determine everything is currently in process. whether it's the continuing expansion of facilities in N Las Vegas or the planned expansion into CA. it's all happening!

[BillJay]

Really? Are you kidding me? I have no words. This is the best opportunity I've seen in 15 years. WOW! Would lenders loan this company $80 million if they thought it was worth a buck?

[TrentonT]

Flower One mention in The Globe & Mail

The Globe & Mail interviewed Michael Garbuz from High 12 Brands, a company focused on selling cannabis rather than growing it. Here is a nice plug of Flower One Holdings from the article:

CP: What is the white-label situation like in the U.S?

A lot of companies in California and across the U.S. have become pretty segmented in terms of their approach. The top manufacturers mostly do white label, and then it’s really up to the brand, CPG element of the business to focus on selling, scaling the brand, getting the brand into different markets, and just building the awareness of the brand so you can get customer intake on the other end.

I'd encourage you to go see a company called Flower One in Nevada. It is one of the most impressive facilities I've ever seen, and 100 per cent of their business is around making products for other brands, which makes sense in a more mature market like Nevada, with all these different SKUs, a lot of flow through in dispensaries. Ultimately, you just can't be the best at everything, and they're really good at agriculture and facility operations. When you see a facility like Flower One, you're like, ‘holy sh*t, I never ever want to cultivate cannabis, because I'll never compete with those guys.’

The article is for subscribers, but you can sign up for a free 14-day trial. Here is the link:
insert-text-here

[retinvestor]

Slap the ask. Even an extremely small trade affects the programmatic ask/offer. We can interfere with the algorithm by spending as little as $4 dollars. Look at how many tiny trades are made each day to change the direction of the stock price.

[TrentonT]

Before You Can Scale You Have To Execute - Flower One Holdings on Seeking Alpha Cannabis Investing Podcast

insert-text-here

[retinvestor]

loading up in small lots to keep the price where I can afford lots of shares!

[BillJay]

Santa Maria is all produce related. Flower One is similar to Village Farms International, Inc. (VFF) in my opinion if you look Flower One's insiders. However, Flower One's technology and operational experience is light years ahead of Village Farms. Investors have no idea the strength that's behind Flower One. I've done my research and the insiders that hold stock in FLOOF are powerhouses in their own right.

[retinvestor]

thank you. Ok, so is the market pricing in the dilution that may be coming due to the $250,000,000 shelf prospectus? Effectively doubling the shares in float in near term? If not, WTF is happening?

[ZRock]

on or about Nov. 14th..

[ZRock]

haven't heard anything on beverages but that's a hemp facility I believe in Santa Maria. also maybe something in the works in Coachella, CA. area. stay tuned!

[retinvestor]

When do last quarter's financials come out for Floof?

[BillJay]

The guys backing Flower One have greenhouses totaling 168 acres in Santa Maria and 68 acres in British Columbia. They could easily ramp up cannabis production in California. With talks of expanding into California, I'd be willing to bet that they are in negotiations with a major beverage manufacturer.

[TrentonT]

Canaccord Genuity analyst Kimberly Hedlin covers Flower One Holdings setting a target price of $3.50 per share
insert-text-here

[ZRock]

sale/lease back was announced in PR on 9/18..

this is from that PR..

"The Company will use the net proceeds for facility improvements at the Neeham Property and for general working capital and operational purposes."

[retinvestor]

Has the company said what they are doing with the $20 million from sale lease back last week?

[BillJay]

They have a 25-month period to offer up to US$250 million of common shares, debt securities, subscription receipts, units, warrants, or any combination thereof. I doubt it would double the shares outstanding, unless they issued $250 million dollars worth of shares at this ridiculous price today. From a valuation standpoint, this may be the best deal I've ever seen based on the fact that the company will be generating close to $100 million of EBITDA in the next year or two. As they expand into California that EBITDA number will double. The chart is setting up for an explosion to the upside.

[ZRock]

FLOOF NEWS out. Targets California for expansion!

https://www.otcmarkets.com/stock/FLOOF/news/Flower-One-Targets-California-for-West-Coast-Expansion?id=242082

[TrentonT]

It is now clear that Flower One has BIG expansion plans outside of Nevada - likely California, the most populated US state. While the current stock price is taking a hit, long term, this is a positive for the company. Cash in the bank to expand into strategic states like California. This giant is about to take over the US cannabis market. Now is the time to BUY.

https://www.newswire.ca/news-releases/flower-one-files-preliminary-base-shelf-prospectus-834501865.html

[MADDSTACKER]

i agree 100% but at any moment they could double the ss.... i still like company just going wait see what happens .... gltu

[BillJay]

Disagree. The stock had been clobbered due to the overall cannabis climate (mostly due to Canadian companies), it can't go much lower. Every analyst covering this stock is upbeat, and if you listen to Flower One's last earnings call, it's extremely upbeat as well. This company is operating on all cylinders and I personally think they're going to be one of the top Cannabis picks. This stock is still flying way under the radar. Just wait until investors catch on and realize how great the Nevada market is.

[MADDSTACKER]

Scared me away .. took a lose will wait for clarification...
Imho it was a mistake in current climate .

[Eric T]

Just bought another 1500 shares get it while you can this price is ridiculous!