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The Greater Cannabis Company, Inc.
THE GREATER CANNABIS COMPANY, INC
15 Walker Ave.
Baltimore, MD 21208
The Greater Cannabis Company is a holding corp whose investment strategy is centered around the cannabis sector through direct investments, acquisitions, joint ventures and e-commerce.
PharMedica is a privately held company founded in 2008, specializing in the Biotech and Medical Device industries.The company developed an “Eluting Bandage Platform” - a multifunctional, multilayer, intra-oral drug delivery platform.This mucoadhesive film is applied on the internal mouthtissue. Firmly attached yet totally non-irritant, it disintegrates and dissolves as the treatment progresses.The Eluting Bandage Platform is aimed at two major markets: Oral-Care, and Trans-membrane Drug Delivery.
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2018 (the “Effective Date”), by and between Pharmedica Ltd. an Israeli company (“Pharmedica”), and Green C Corporation a company incorporated under the laws of Canada with its principal place of business at 1 Whitehorse Road, Unit 16, Toronto, Ontario M3J 3G8 (“Licensee”). Pharmedica and Licensee each may be referred to herein individually as a “Party,” or collectively as the “Parties”.
WHEREAS, Pharmedica has developed and is the sole owner of or the exclusive licensee of the Licensed Patent and related Know-How; and
WHEREAS, Pharmedica is, as at the Effective Date, and intends to continue to be, involved with a third party company (“Third Party Company”) in the development and eventual commercialization of a product exploiting the Pharmedica Patent(s) and related Know-How for applications in the oral care field; and
WHEREAS, Pharmedica wishes to grant to Licensee and Licensee is willing to receive from Pharmedica an exclusive license under the Pharmedica IP to develop, market, use, sell, offer for sale, import, export, manufacture, commercialize and distribute the Licensed Product all in accordance with the terms and conditions of this Agreement; and
WHEREAS, each Party hereto has the ability, expertise and experience to perform its obligations hereunder.
NOW THEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
|1. ||Preamble, Appendices and Interpretation |
|1.1 ||The Preamble and Appendices hereto form an integral part of this Agreement |
|1.2 ||In this Agreement the following terms shall bear the meanings assigned to them below, unless specifically stated otherwise |
| ||1.2.1 ||“Affiliate” shall mean, with respect to any party hereto, any person, organization or entity directly or indirectly controlling, controlled by or under common control with, such party. For purposes of this definition only, “control” of another person, organization or entity shall mean the ability, directly or indirectly, to direct the activities of the relevant entity, and shall include, without limitation (i) ownership or direct control of fifty percent (50%) or more of the outstanding voting stock or other ownership interest of the other organization or entity, or (ii) possession of, or the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the organization or other entity. |
| ||1.2.2 ||“Derivative Work” shall mean a work that is based upon one or more preexisting works, such as a revision, modification, translation, abridgment, condensation, expansion, or any other form in which such preexisting works may be recast, transformed or adapted and that if prepared without the authorization of the owner of the preexisting work would constitute an infringement of the proprietary rights of the owner therein |
| ||1.2.3 ||“First Commercial Sale” shall mean, with respect to any Licensed Product in any country, the first commercial sale to a third party by Licensee or its Affiliates or Sublicensees, in exchange for cash or some equivalent to which value can be assigned. |
| ||1.2.4 ||“Intellectual Property Rights” shall mean all intangible legal rights, titles and interests, evidenced by or embodied in: (i) all inventions, patents, provisionals, patent applications (whether pending or not), and patent disclosures together with all reissuances, continuations, continuations in part, revisions, extensions, and reexaminations thereof; (ii) all trademarks, service marks, copyrights, designs, trade styles, logos, trade dress, and corporate names, including all goodwill associated therewith; (iii) any work of authorship, regardless of copyrightability, all compilations, all copyrights (including the droit morale); (iv) all trade secrets, and proprietary processes, licenses; and (v) all Derivative Works of the above and all other proprietary rights and any other intellectual property rights of any kind and nature however designated and however recognized in any country or jurisdiction worldwide. |
| ||1.2.5 || |
“Licensed Product” shall mean Pharmedica’s patch described in Annex A hereto in combination with Cannabidiol (CBD) for medical or recreational cannabis, where latter permitted for the transmucosal delivery of medicinal or recreational cannabis, where latter permitted (other than in the field of oral care) or any other product exploiting the Licensee Cannabis IP for the transmucosal delivery of medicinal or recreational cannabis, where latter permitted.
| ||1.2.6 ||“Marketing Approval” shall mean, with respect to any country, the obtaining of all necessary regulatory approvals (excluding the obtainment of pricing and reimbursement) required in order to commercially sell and market the Licensed Product in such country. |
| ||1.2.7 ||“Pharmedica IP” shall mean the Pharmedica Patents and all Intellectual Property Rights embodied therein and/or related thereto and the Pharmedica Know-How. |
| ||1.2.8 ||“Pharmedica Know-How” shall mean the formulation information that the Company will deliver to Elisha Kalfa. |
| ||1.2.9 ||“Pharmedica Patents” shall mean those patents and patent applications listed in Annex B, as well as patents issuing therefrom, and any substitutions, divisions, continuations, continuations-in-part (but only to the extent that they cover the same invention claimed in the foregoing), reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates and the like, and any provisional applications, of any such patents or patent applications. |
| ||1.2.10 ||“Net Sales” shall mean, with respect to each Licensed Product, the total amounts invoiced by or on behalf of Licensee, its Affiliates and their Sublicensees (in each case, the “Invoicing Entity”) on sales of Licensed Products to third parties in bona fide arms length transactions, less deductions for the following items to the extent they are actually allowed and incurred and specifically identifiable as directly related to such License Products in the invoiced amounts: (a) cash discounts; (b) returns of goods as a result of recalls and returns of damaged goods; (c) rebates relating to government mandated programs; and (d) customs, duties, sales, withholding (to the extent not refundable) and similar taxes to the extent such charges were added to the sales price of the Licensed Products. |
Net Sales shall not include sales by Licensee or one of its Affiliates to other of Licensee’s Affiliates, Sublicensees or contractors for resale, except if such Affiliate, Sublicensee or contractor is an end user of the Licensed Products; rather, in each such instance, Net Sales shall include the amounts invoiced by such Affiliate, Sublicensees or contractors to independent unrelated third parties, in bona fide arm’s length transactions. For purposes of this Agreement, “sale” shall not include reasonable transfers of a Licensed Product at no charge for regulatory or clinical trials purposes; provided that the quantity of Licensed Products actually utilized for purposes of such trials shall not exceed five percent (5%) of the volume of annual Licensed Product sales during any calendar year.
In calculating Net Sales, all amounts shall be expressed in US Dollars and any amount received in a currency other than US Dollars shall be converted in accordance with section 4.6.
| ||1.2.11 ||“Sublicense” shall mean any right granted, license conferred, or agreement entered into, by Licensee or its Affiliates to or with any other person or entity, permitting any use of the Pharmedica IP or the Licensed Products, whether or not such grant of rights license or agreements entered into is described as sublicense or as an agreement with respect to the development and/or manufacture and/or marketing and/or distribution and/or sale. |
| ||1.2.12 ||“Sublicense Receipts” shall mean all consideration, whether monetary or otherwise, received by Licensee and/or its Affiliates from a Sublicensee in consideration for the grant of a sublicense hereunder, and/or pursuant thereto, or in consideration for the grant of an option for a Sublicense, except for amounts received by Licensee and/or its Affiliates from a Sublicensee which constitute royalties based on Net Sales of Licensed Products. Any Sublicense Receipts received by Licensee in the form of non-cash compensation shall be valued at fair market value, and Sublicense Fees shall be paid by Licensee to Pharmedica in respect of such Sublicense Receipts either in cash or in specie as received by Licensee (at Pharmedica’s sole discretion). |
|1.3 ||In this Agreement, words importing the singular shall include the plural and vice-versa and words importing any gender shall include all other genders and references to persons shall include partnerships, corporations and unincorporated associations. |
|1.4 ||In the event of any discrepancy between the terms of this Agreement and any of the Annexes or Appendices hereto, the terms of this Agreement shall prevail. |
|2.1 ||During the term of this Agreement and subject to the terms and conditions of this Agreement, Pharmedica hereby grants to Licensee an exclusive license to exploit the Pharmedica IP solely as necessary to develop, manufacture, market, use, sell, offer for sale, import, export, commercialize and distribute the Licensed Products (the “License”) |
|2.2 ||The License shall be sub-licensable, subject to any reasonable objection by Pharmedica to a specific sublicensee. Any such sublicense shall not release Licensee from any liability for performance under this Agreement and Licensee shall be responsible for assuring the compliance of its sublicensees with the relevant terms and conditions of this Agreement. A copy of any Sublicense agreement entered into by Licensee shall be submitted to Pharmedica following execution. |
Licensee may only perform and/or subcontract development activities to third parties approved in advance and in writing by Pharmedica.
|2.3 ||Pharmedica shall provide to Licensee Pharmedica’s available specifications, processes, materials, and any other documentation related to the Pharmedica IP as is reasonably necessary or useful to enable Licensee to utilize the License granted to Licensee under this Agreement. In addition, Pharmedica will make available personnel as reasonably requested by Licensee, to provide such individual training to Licensee’s technical personnel as is necessary to enable Licensee to utilize the License, at such reasonable times and places as Licensee may request from time to time. All Pharmedica’s costs incurred or expended in performing the foregoing shall be reimbursed to Pharmedica by Licensee. |
|2.4 ||Subject only to the License, all right, title and interest in and to the Licensed Product and the Pharmedica IP and all right, title and interest in and to any drawings, plans, diagrams, specifications, other documents, models, or any other physical matter in any way containing, representing or embodying any of the aforegoing vest and shall vest in Pharmedica. In addition, it is clarified that nothing contained in this Agreement shall prevent Pharmedica from freely using and exploiting the Pharmedica IP and/or Intellectual Property Rights relating to the Licensed Product, including without limitation those developed or first reduced to practice by or on behalf of Licensee, its Affiliates or Sublicensees, in respect of products based on or exploiting the Pharmedica IP for use in oral care applications or any other applications whatsoever (other than the transmucosal delivery of medicinal or recreational cannabis, where latter permitted). |
|2.5 ||Pharmedica makes no warranties whatsoever as to any results to be achieved in consequence of the carrying out of any development efforts or activities; or that the Pharmedica IP or any part thereof is or will be valid or will afford proper protection or that the Pharmedica IP will be commercially exploitable or of any other value. |
|2.6 || |
Licensee acknowledges that it is aware that Pharmedica is in the process of effecting a commercial transaction with the Third Party Company with regard to Pharmedica’s patch described in Annex A hereto and Pharmedica IP, as well as certain related technology, for oral health applications. Licensee undertakes to assist Pharmedica as required to promote such transaction, and not to take any action the consequence of which might be harmful to the chances of such transaction being executed and/or implemented or might reasonably be expected to delay such transaction. Without derogating from the generality of the foregoing, Licensee undertakes to assign or to license all its right, title and interest to the Licensee Cannabis IP (as defined below) to Pharmedica or such Third Party Company, as may be required by Pharmedica, for reasonable consideration
|3.1 ||Licensee shall, at its own expense, exert continuing best efforts to develop and commercialize the Licensed Product. |
|3.2 ||Furthermore, Licensee shall be required to meet the development, regulatory and sales milestones set forth in Annex C attached hereto by the respective dates set forth therein. For avoidance of doubt, failure to meet any of the aforesaid milestones shall entitle Pharmedica to terminate the License. |
|3.3 ||Licensee shall perform its obligations hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations under the terms hereof. |
|3.4 ||At the end of each calendar quarter, Licensee shall provide Pharmedica with a sales report and once yearly Licensee shall provide Pharmedica with written progress reports of its activities, which reports shall include detailed descriptions of the progress and results, if any, of: (i) the tests and trials conducted; (ii) manufacturing of the Licensed Product, (iii) the status of sublicensing and sales as well as (iv) details of new clinical and regulatory data developed pursuant hereto, and any adverse events. |
|4.1 ||License Fee. Licensee shall pay Pharmedica a license fee of $100,000, payable as follows: (A) $50,000 (fifty thousand US dollars) shall be paid within three (3) days of the Effective Date and (B) $50,000 (fifty thousand US dollars) shall be paid within three (3) days of Licensee’s first receipt of an acceptable quote from Dr. Hock Tan of Bionex Pharmaceuticals, Inc (“Bionex”), related to the Licensed Product or the development thereof. . |
|4.2 ||Royalties. Licensee shall pay Pharmedica annual royalties at a rate of five percent (5%) of the Net Sales of the Licensed Product (“Royalties”). |
|4.3 ||Minimum Royalties. As of the first anniversary of the Effective Date, in the event that the Royalties payable in respect of any calendar year are less than $50,000 (the “Minimum Annual Royalty”), Licensee shall pay, in addition to the Royalties, an amount equal to the difference between such amount and the Minimum Annual Royalty within ninety (90) days of the end of the applicable calendar year. In the event that this Agreement is terminated by either party for any reason before the end of any calendar year, the Minimum Annual Royalty due for such year, if any, shall be prorated based on the proportion of the year elapsed prior to the effective date of such termination. |
|4.4 ||Sublicense Fees. In addition, Licensee shall pay Pharmedica five percent (5%) of Sublicense Receipts in addition to seven and one half percent (7.5%) of the proceeds of any sale of the Licensee (“Sublicense Fees”) |
|4.5 ||Reports. As of the First Commercial Sale, and for the duration of the Agreement, Licensee shall submit to Pharmedica, no later than forty-five days (45) after the end of each quarter, quarterly reports detailing the amounts due to Pharmedica pursuant hereto, and detailing the Net Sales made by Licensee and its Affiliates and Sublicensees during such period. Such reports shall also detail the quantities of Licensed Products sold, applicable offsets (on a gross basis) and withholding taxes. |
|4.6 ||Payment. Royalties payable to Pharmedica shall be paid on a quarterly basis, no later than thirty (30) days after the end of each calendar quarter, and Sublicense Fees shall be paid within seven (7) days of receipt of the applicable Sublicense Receipts; all by wire transfer of immediately available funds to an account designated by Pharmedica in writing. With respect to sales of Products in foreign currency on which any Royalties are payable hereunder, conversions to U.S. dollars shall be made based on interbank (official) rates as reported on www.oanda.com as of the first business day of the month in which the payment is to be made. |
|4.7 ||Audit. Licensee shall maintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate records of amounts payable to Pharmedica in relation to Licensed Products, which records shall contain information to reasonably permit Pharmedica to confirm the accuracy of any reports or payments to Pharmedica under this Agreement. All such records shall be retained for at least five (5) years after the conclusion of the applicable calendar year, during which time Pharmedica shall have the right, at its expense, to cause an independent, certified public accountant to inspect such records during normal business hours for the sole purpose of verifying any reports and payments delivered under this Agreement. The parties shall reconcile any underpayment or overpayment within thirty (30) days after such accountant delivers the results of the audit. In the event that any audit reveals an underpayment in excess of five percent (5%), then Licensee shall bear the full cost of such audit. |
|6.1 ||Existing Technology. Other than as explicitly set forth in this Agreement, nothing in this Agreement shall be construed as granting either Party any right or license to the other Party’s existing Intellectual Property Rights as of the Effective Date or in Derivative Works thereof. |
|6.2 ||Pharmedica IP. All Pharmedica IP will be owned exclusively by Pharmedica and shall be subject to the License granted hereunder. |
|6.3 ||New IP. All Intellectual Property Rights embodied in and/or related to the Licensed Product(s), all marketing materials and all related data and know-how, and all Intellectual Property Rights generated, made, conceived, developed, or reduced to practice, after the Effective Date hereof and related to the Licensed Product, including any improvements or modifications to the Pharmedica IP, shall be exclusively owned by Pharmedica and deemed included in the definition of Pharmedica IP (even if same were developed or reduced to practice by or on behalf of Licensee). |
Notwithstanding the foregoing, any such newly developed IP developed or reduced to practice solely by or on behalf of Licensee specifically for use in the delivery of medicinal or recreational cannabis, where latter permitted (“Licensee Cannabis IP”) shall be owned by the Licensee, and Pharmedica shall have a perpetual, non-exclusive royalty-free license to exploit same at its discretion.
|6.4 ||Assistance Regarding IP. Each Party hereto undertakes to sign, execute and deliver all documents and papers that may be required, and perform such other acts as may be reasonably required in the circumstances, in order to ensure the allocation of the intellectual property rights between the Parties in accordance with the terms of this Section. |
|7. ||PROSECUTION AND PROTECTION OF INTELLECTUAL PROPERTY |
|7.1 ||Patent Filing and Prosecution. Pharmedica shall be responsible for the filing, prosecution and maintenance of all patents and patent applications included in the Pharmedica IP and/or related to the Licensed Product. |
|7.2 ||Patent Enforcement. Each of Pharmedica and Licensee shall promptly notify the other if it knows or has reason to believe that any of the rights to the Pharmedica IP and/or related to the Licensed Product are being infringed or misappropriated by a third party or that such infringement or misappropriation is threatened. The parties shall consult with each other as promptly as reasonably practicable to review actions to be taken in connection with such alleged infringement or misappropriation. |
Only Pharmedica shall be entitled to take action to alleviate any such alleged or threatened infringement or misappropriation at its sole discretion.
In case of such action, Licensee will fully cooperate with Pharmedica with respect to the investigation and prosecution of such alleged infringement or misappropriation including the eventual joining of Licensee as a party to such action, if so required by the law of the particular forum where enforcement is being sought. Any recovery obtained as a result of such enforcement action shall be applied first to the documented legal fees and other costs actually incurred in connection with the action, and the remainder of such recoveries shall be retained by Pharmedica.
|7.3 ||Defense against Claims of Infringement. In the event that during the term of this Agreement a suit or action is brought against either Pharmedica or Licensee, or both of them, by a third party alleging that the commercialization of the Licensed Products infringes upon any Intellectual Property Rights of such third party the Party being so sued shall immediately give the other Party notice of same. |
Licensee shall have the first right, but not the obligation, to defend against such action, on behalf of both Parties, within the appropriate time, and any expenses or costs incurred by Licensee in connection with such action(s), and any costs or amounts awarded to the counterparties in such action(s), shall be fully borne by Pharmedica and any recovery in such action shall be applied first to the documented legal fees and other costs actually incurred by Pharmedica in connection with the action, and the remainder of such recoveries shall be retained by Pharmedica.
In the event that Licensee does not exercise its right to so defend as set forth above, then Pharmedica shall be entitled to defend against such claim at its own cost and expense and any recovery in such action shall be retained by Pharmedica in full. In addition, and without derogating from Pharmedica’s other rights and remedies, in such event that Pharmedica defends against such claim, Pharmedica shall have the right to terminate the License in accordance with the provisions of Section 12.3(i) [termination for breach].
|7.4 ||Under no circumstances shall Licensee challenge or attempt to invalidate, directly or indirectly, the validity of any of the Pharmedica Patents during the term of this Agreement or at any time thereafter. |
|7.5 ||In no event shall either Party when defending the other party, enter into any settlement, consent order, consent judgment or any voluntary disposition of such action that would adversely affect the rights of the other without the prior written consent of such other Party, which consent shall not be unreasonably withheld. |
|8. ||WARRANTIES AND REPRESENTATIONS |
|8.1 ||Each Party hereby warrants that (i) it has the full power and authority to enter into this Agreement and to convey the rights herein conveyed; (ii) entering this Agreement and performance hereof shall not constitute a breach of any agreement, contract, understanding and/or obligation, or any third party rights including its documents of incorporation that it is currently bound by; (iii) it shall perform its obligations hereunder diligently, expeditiously and to the best of its abilities; and (iv) it has the financial capacity, as well as the necessary experience and expertise, to carry out all its obligations hereunder, and that in carrying out its undertakings and responsibilities pursuant to this Agreement, it shall obtain or procure all necessary approvals and consents and shall comply with all applicable laws and regulations, licenses, permits, and approvals. |
|8.2 ||Pharmedica further warrants that to its knowledge, no third party has provided Pharmedica with written notice contesting the ownership or validity of the Pharmedica IP. |
|9. ||INDEMNIFICATION; LIMITATION OF LIABILITY |
|9.1 ||Licensee shall defend, indemnify and hold Pharmedica, its Affiliates, and the officers, directors and employees and consultants of each of them, harmless from and against any losses, costs, damages, fees or expenses (including reasonable attorneys fees) suffered by them relating to (i) any breach by Licensee of its obligations hereunder or (ii) any activities conducted by or for Licensee under this Agreement, or (iii) any product liability claims related to the Licensed Product or the marketing or sale thereof. |
|9.2 ||EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL PHARMEDICA BE LIABLE TO LICENSEE OR ANY OF ITS AFFILIATES OR SUBLICENSEES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY LICENSEE OR ANY OF ITS AFFILIATES OR SUBLICENSEES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT. |
|10.1 ||Other than as expressly set forth herein, Licensee and Pharmedica undertake to treat and to maintain and to ensure that their Representatives (as defined below) shall treat and maintain, in strict confidence and secrecy any information disclosed by the other Party prior to the Effective Date or thereafter under this Agreement, whether disclosed in oral or visual form or in writing and shall keep in confidence the existence and contents of this Agreement (the “Confidential Information”) and shall not disclose, publish, or disseminate in any manner, any Confidential Information to a third party other than those of its Representatives with a need to know same for the purpose of performing its obligations under this Agreement. In addition, each Party shall undertake to treat and maintain (and to ensure that its Representatives treat and maintain) in strict confidence and secrecy and to prevent any unauthorized use, disclosure, publication, or dissemination of the Confidential Information, except for the purpose of complying with this Agreement. Each Party agrees to be responsible for any use or disclosure of Confidential Information of any of its said Representatives. It is clarified that the Pharmedica IP and any IP subject to the provisions of Section 6.3 above shall constitute Pharmedica’s Confidential Information. |
|10.2 ||Each Party shall: (i) safeguard and keep secret all Confidential Information, and will not directly or indirectly disclose to any third party the Confidential Information without written permission of the other; and (ii) in performing its duties and obligations hereunder, use at least the same degree of care as it does with respect to its own confidential information of like importance but, in any event, at least reasonable care |
|10.3 ||The undertakings and obligations under this Section 10 shall not apply to any part of the Confidential Information which: |
| ||(a) ||was known to the recipient of the Confidential Information (“Recipient”) prior to disclosure by the disclosing Party (“Discloser”); |
| ||(b) ||was generally available to the public prior to disclosure to the Recipient; |
| ||(c) ||is disclosed to Recipient by a third party who is not bound by any confidentiality obligation, having a legal right to make such disclosure; |
| ||(d) ||has become through no act or failure to act on the part of the Recipient public information or generally available to the public; or |
|10.4 ||Licensee and Pharmedica acknowledge that the respective Confidential Information is of special and unique significance to each of them and that any unauthorized disclosure or use of the Confidential Information could cause irreparable harm and significant injury to the Discloser that may be difficult to ascertain. Accordingly, any breach of this Agreement may entitle the aggrieved Party in addition to any other right or remedy that it may have available to it by law or in equity, to remedies of injunction, performance and other relief, including recourse in a court of law. |
|10.5 ||The provisions relating to confidentiality in this Section 10 shall remain in effect during the term of this Agreement and for a period of ten (10) years after its termination. |
|10.6 ||“Representatives” shall mean employees, officers, agents, subcontractors, consultants, and/or any other person or entity acting on either Party’s behalf, individually or collectively and which shall be exposed to Confidential Information. |
Neither Party shall issue any press release, make any public statement or advertise any information pertaining to this Agreement, or to the collaboration hereunder, without the prior written approval of the other, except as required by applicable law. Without derogating from the foregoing, disclosure required under applicable law and regulations shall not be subject to the written consent of the other Party, however the disclosing party shall give the other sufficient notice, as far as practicable under law, of such required disclosure as to enable the non-disclosing Party time to object to such disclosure.
|12.1 ||This Agreement is subject to the approval of the Board and Shareholders of the Company, and in the event such approval is not obtained within 30 days as of the signing hereof, this Agreement shall be null and void ab initio and any payments made hereunder shall be returned. |
|12.2 ||This Agreement shall be effective from the date of signature of the last signing party to the Agreement (the “Effective Date”) and shall continue in full force and effect subject to Section 12.1 above, unless earlier terminated, in accordance with this Section 12. |
|12.3 ||Without derogating from any other remedies that any Party hereto may have under the terms of this Agreement or at law, each Party hereto shall have the right to terminate this Agreement forthwith upon the occurrence of any of the following: |
| ||(i) ||the commission of a material breach by the other Party hereto of its obligations hereunder, and such other Party’s failure to remedy such breach to the reasonable satisfaction of the other Party within thirty (30) days after being requested in writing to do so; or |
| ||(ii) ||the other party’s liquidation, whether voluntarily or otherwise, or if it makes an assignment for the benefit of creditors. |
|12.4 ||Upon termination of this Agreement by Pharmedica pursuant to the provisions of Section 12.3 (ii) above [Licensee’s liquidation], all right, title and interest in and to the Licensee Cannabis IP shall automatically be assigned, and is hereby assigned, to Pharmedica for no further consideration. |
|12.5 ||The termination of this Agreement for any reason shall not relieve either Party hereto of any obligations which shall have accrued prior to such termination. |
|12.6 ||The following provisions of this Agreement shall survive the termination or expiration hereof: 1, 4.7, 6, 7.1, 7.2, 7.4, 7.5, 9, 10, 11, 12.4, 12.5, 12.6, 14 and 15. |
Each Party hereto shall maintain, for the term of this Agreement and thereafter, insurance sufficient to cover its obligations under this Agreement and under law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel. The Parties hereto hereby consent to the exclusive jurisdiction of the appropriate court of Tel Aviv-Jaffa with respect to any matter related to this Agreement.
|15.1 ||The headings in this Agreement are intended solely for convenience or reference and shall be given no effect in the interpretation of this Agreement. |
|15.2 ||This Agreement (including the Annexes attached hereto) constitutes the entire agreement between the Parties with respect to its subject matter and supersede all prior agreements, arrangements, dealings or writings between the Parties. |
|15.3 ||This Agreement may be executed in any number of counterparts (including counterparts transmitted by fax), each of which shall be deemed to be an original, but all of which taken together shall be deemed to constitute one and the same instrument. |
|15.4 ||Neither Party hereto may assign its rights and/or obligations hereunder in whole or in part, without the prior written consent of the other Party hereto, provided that either Party shall be entitled, at any time, to assign this Agreement to an Affiliate of such Party or to a party which acquires all or substantially all of that party’s business related to this Agreement, whether by merger, sale of assets or otherwise, provided that the assigning Party shall guarantee performance of any and all financial liabilities hereunder by such transferee. |
|15.5 ||No waiver of a breach or default hereunder shall be considered valid unless in writing and signed by the Party giving such waiver and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. No failure by any party hereto to take any action against any breach of this Agreement or default by another party hereto shall constitute a waiver of the former party’s rights to enforce any provision of this Agreement or to take action against such breach or default or any subsequent breach or default by such other party. |
|15.6 ||Should any part or provision of this Agreement be held unenforceable or in conflict with the applicable laws or regulations of any applicable jurisdiction, the invalid or unenforceable part or provision shall, provided that it does not go to the essence of this Agreement, be replaced with a revision which accomplishes, to the extent possible, the original commercial purpose of such part or provision in a valid and enforceable manner, and the balance of this Agreement shall remain in full force and effect and binding upon the Parties hereto. |
|15.7 ||This Agreement shall make neither Licensee nor Pharmedica the agent or legal representative of the other. Each Party shall be an independent contractor, not an employee or partner of the other Party, and the manner in which each Party renders its services under this Agreement shall be within its sole discretion. Neither Licensee nor Pharmedica is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other, with regard to any manner or thing whatsoever, unless otherwise specifically agreed upon in writing. |
|15.8 ||Each Party agrees to execute, acknowledge and deliver such further documents and instruments and do any other acts, from time to time, as may be reasonably necessary, to effectuate the purposes of this Agreement. |
|15.9 ||None of the provisions of this Agreement shall be enforceable by any person who is not a party to this Agreement. |
|15.10 ||The remedies afforded to any of the parties hereto, whether hereunder, or under applicable law or otherwise, shall be cumulative in nature and not alternative. |
|15.11 ||Force Majeure. Neither party shall be responsible to the other for failure or delay in performing any of its obligations under this Agreement or for other non-performance hereof but only to the extent that such delay or non-performance is occasioned by a cause beyond the reasonable control and without fault or negligence of such party, including, but not limited to earthquake, fire, flood, explosion, discontinuity in the supply of power, court order or governmental interference, strikes, act of God, strike or other labor trouble, act of war or terrorism and provided that such party will inform the other party as soon as is reasonably practicable and that it will entirely perform its obligations immediately after the relevant cause has ceased its effect. |
|15.12 ||Notice, declaration or other communication required or authorized to be given by any Party under this Agreement to any other Party shall be in writing and shall be personally delivered, sent by facsimile transmission (with a copy by ordinary mail in either case) or dispatched by courier addressed to the other Party at the address stated below or such other address as shall be specified by the Parties hereto by notice in accordance with the provisions of this Section. Any notice shall operate and be deemed to have been served, if personally confirmed as delivered, successfully sent by fax or by delivered by courier on the next following business day. Licensee’s and Pharmedica’s addresses for the purposes of this Agreement shall be as follows: |
Green C Corporation: 1 Whitehorse Road, Unit 16, Toronto, Ontario M3J 3G8
Tel: 416-661-0728; Attn: Elisha Kalfa; E-mail: email@example.com
Pharmedica: 9 Andre Saharov, Matam, Building #25, Haifa 508409, Tel: +(972) 04 8342155; Fax: +(972) 04 8341233 Attn: Dr. Yoram Rubin, CEO E-mail firstname.lastname@example.org
with a copy (which shall not constitute notice) to: Tulchinsky Stern Marciano Cohen Levitski & Co., 4 Berkowitz Street, Museum Tower, 12th Floor, Tel-Aviv 6423806, Fax: +972-3-607-5050, Attn: Adv. Alon Tabak Aviram; Email: email@example.com.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement and the Annexes hereto.
|Green C Corporation || ||PHARMEDICA LTD. |
| || || |
|signature: || ||signature: |
| || || |
|name: || ||name: |
| || || |
|designation: || ||designation: |
| || || |
|date: || ||date: |
| || || |
Annex A – Description of Patch
A “Eluting Transmucosal Patch Platform (ETP)” for non-invasive drug delivery.
Annex B – Patent(s)/Patent Application(s)
1. WO 2012/104834 A1
New oral dissolving films for insulin administration, for treating diabetes.
filed on December 2011. National Phase at Israel and the USA.
2. WO 2010/135053 A2
Dual and single layer dosage forms.
Issued USA patent on April 28, 2015.
3. PCT/IL 2017/050845
Adhesive Oral dissolved Films in Managing Oral Care.
PCT on 31 July 2017.
Annex C – Diligence Milestones
Licensee is required to meet the following development/regulatory/commercialization milestones in order to retain the license:
| ||? ||Successful completion of the development of product samples by the end of year 1, provided there are no delays which are under the control of Licensee, its Affiliates or Subcontractors and any such delays not under their control will be deemed to extend such period, commensurate with such delay. |
| || || |
| ||? ||Successful completion of product scale-up and receipt of regulatory marketing approval by the end of year 3, provided there are no delays which are under the control of Licensee, its Affiliates or Subcontractors and any such delays not under their control will be deemed to extend such period, commensurate with such delay. |
| || || |
| ||? ||First commercial sale by the end of year 3 in any of the following territories: US, Canada, Japan, western Europe, provided there are no delays which are under the control of Licensee, its Affiliates or Subcontractors and any such delays not under their control will be deemed to extend such period, commensurate with such delay. |
| || || |
| ||? ||$50,000 in annual sales each year from years 5-9 |
| || || |
| ||? ||$100,000 in annual sales each year from year 10 onwards |
As a condition to the closing of the Exchange Transaction, effective July 31, 2018, the Board of Directors of the Company (the “Board”) appointed Aitan Zacharin as Director and Chief Executive Officer of the Company and Mark Radom as chief legal officer of the Company.
Mark Radom previously held the positions President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of Graphite Corp. Although there was no arrangement or understanding between Mark Radom and any other person(s) pursuant to which he was selected as chief legal officer of the Company, the Selling Shareholders decided on their own initiative to offer Mr. Radom the position of chief legal officer. Mark Radom has no family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers. Furthermore, the Company is not aware of any transaction involving Mark Radom requiring disclosure under Item 404(a) of Regulation S-K, except for the Exchange Transaction.
The Board believes that Mr. Radom’s extensive experience in business development, management of complex projects and legal services in connection therewith will be invaluable in achieving the Company’s goals.
Professional History of Aitan Zacharin
Mr. Zacharin is an experienced executive with a broad knowledge in building and managing technology and consumer products businesses. In 2012, he co-founded Fuse Science, an innovative biotechnology company headquartered in Miami, Florida and Oxnard, California. Mr. Zacharin was responsible for the development and growth of the business from a seed stage R&D company to a publicly traded CPG and biotech business with multiple subsidiaries. During his tenure he was tasked with expanding the biotechnology IP portfolio, spearheading multiple in vitro studies, and growing the consumer products business. In scaling the company, Mr. Zacharin identified and hired executive talent to lead the commercialization strategy including the past President of SC Johnson Company and previous CEO of Champs and Footlocker Sports. He successfully led the company to raise over $10M in three over-subscribed rounds, as well as negotiated contracts with 26 world renowned athlete and celebrity brand ambassadors, which included top ranked pro golfer Tiger Woods. Under Mr. Zacharin’s leadership the company developed and commercialized multi-category consumer products through a retail footprint of 15,000 doors. Since his exit from Fuse Science, he has been advising and investing in mid to late stage technology startups, and assisting them with capitalization, business strategy and development, and accelerating growth. Mr. Zacharin holds dual degrees from the University of South Florida in Tampa Bay. He resides in Baltimore, Maryland, and maintains various board appointments both professionally and philanthropically.
Professional History of Mark Radom
From August 2015 to July 2018, Mr. Radom served as chief executive officer of Graphite Corp. From February 2010 through July 2015, Mr. Radom served as the chief carbon officer and general counsel of Blue Sphere Corporation. From 2009 through 2010, Mr. Radom was managing director of Carbon MPV Limited, a Cyprus company focused on developing renewable energy and carbon credit projects. From 2007 to 2009, Mr. Radom was general counsel and chief operating officer of Carbon Markets Global Limited, a London-based carbon credit and renewable energy project developer. Mr. Radom has extensive experience in business development in the renewable energy and carbon credit sectors. He has sourced over U.S. $100,000,000 in renewable energy, industrial gas and carbon credit projects and managed many complex aspects of their implementation. He was legal counsel for a number of carbon and ecological project developers and was responsible for structuring joint ventures and advising on developing projects through the CDM/JI registration cycle and emission reduction purchase agreements under the auspices of the Kyoto Protocol. Prior to this, he worked on Wall Street and in the City of London as a US securities and capital markets lawyer where he represented sovereigns, global investment banks and fortune 500 companies across a broad range of capital raising and corporate transactions. He is a graduate of Duke University and Brooklyn Law School. Mr. Radom is admitted to practice law in New York and New Jersey and speaks fluent Russ
(d) Appointment of Directors
As a condition to the closing of the Exchange Transaction, effective July 31, 2018, the Board appointed Aitan Zacharin as a director of the Company. Mr. Zacharin does not have any family relationships with any other executive officers or directors of the Company, or persons nominated or chosen by the Company to become directors or executive officers. There is no arrangement or understanding pursuant to which Mr. Zacharin was appointed as a member of the Board. Furthermore, the Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K, except for the Exchange Transaction. It is contemplated that Mr. Zacharin may serve on certain committees of the Board, but no such committee appointments have been made at this time.
Here's something more:
This document shows it dated at the bottom left.
July 10, 2018 - SEC Edgar Search GCAN EFFECTIVE
July 9, 2018 - GCAN ADDED and to be TRADING THIS WEEK
FINRA DAILY LIST
| ||Current Value |
|Daily List Date/Time ||07/09/2018 12:02:54 |
|Event Type ||Addition |
|Effective/Ex Date/Time ||07/09/2018 00:00:00 |
|Issue Type || |
|Symbol ||GCAN |
|Issue Name ||Greater Cannabis Co Inc Common Stock |
|Class || |
|ADR Ratio || |
|Maturity Date || |
|Market Category ||Other OTC |
|Offering Type ||No Restrictions |
|OATS Reportable (Rptbl) Flag ||Yes |
|Unit of Trade ||100 |
|Reg Fee Flag ||Yes |
|Daily List Comment || |
|Current report, items 1.01, 3.02, and 9.01 |
Acc-no: 0001493152-17-010739 (34 Act) Size: 575 KB
|2017-09-19 ||333-218854 |
September 5, 2017 - OTC MARKETS GREATER CANNABIS COMPANY (GCAN) S1 DECLARED EFFECTIVE
8.01 Other Events
On August 31,2017, the Securities and E xchange Commission declared The Greater Cannabis Company, Inc.'s (the "Company") Registration Statement on Form S1 Effective. The Company has filed its Form 211 with the Financial Industry Regulatory Authority and awaits the Company's trading symbol and initial trading date.
IRS No.: 300842570 | State of Incorp.: FL | Fiscal Year End: 1231
Type: EFFECT | Act: 33 | File No.: 333-218854 | Film No.: 171064414
SIC: 5961 Retail-Catalog & Mail-Order Houses
Assistant Director 2
New Corporation / Subsidiary Formed July 20, 2017
Florida Limited Liability Company
GCC INVESTMENT HOLDINGS LLC
Document NumberL17000156074 FEI/EIN NumberNONE Date Filed07/20/2017 StateFL StatusACTIVE
244 2ND AVE N
ST. PETERSBURG, FL 33701
244 2ND AVE N
ST. PETERSBURG, FL 33701
Registered Agent Name & Address THE GREATER CANNABIS COMPANY, INC.
244 2ND AVE N
ST. PETERSBURG, FL 33701
Authorized Person(s) Detail Name & Address
THE GREATER CANNABIS COMPANY, INC.
244 2ND AVE N
ST. PETERSBURG, FL 33701
https://www.sec.gov/Archives/edgar/data/1695473/000147793217003439/gcc_ex1018.htm EX-10.18 4 gcc_ex1018.htm CONVERTIBLE PROMISSORY NOTE AND WARRANT COVERAGE EXHIBIT 10.18 CONVERTIBLE PROMISSORY NOTE AND WARRANT FOR U.S. INVESTORS: NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) INSIDE THE UNITED STATES (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, (2) IN ACCORDANCE WITH RULE 144, RULE 145 OR RULE 144A UNDER THE SECURITIES ACT, IF APPLICABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR (3) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE U.S. STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES. FOR FLORDIA INVESTORS: THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES AND INVESTOR PROTECTION UNDER THE FLORIDA SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN MAY ONLY BE SOLD TO, AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER THE APPLICABLE PROVISIONS OF SAID ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT SECTION 517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: "WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE IN FLORIDA MADE PURSUANT TO THIS SECTION IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE TO THE EXTENT SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA. EACH PERSON ENTITLED TO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11)(A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE TENDER OF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THE COMPANY (INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ON BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER) OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE COMPANY AT THE ADDRESS PROVIDED IN THIS PLACEMENT MEMORANDUM. SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER, IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSON MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST HAS BEEN RECEIVED. FOR CANADIAN INVESTORS: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF: (i) NOVEMBER 18, 2017, AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA, NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY OF THE PROVINCES OF CANADA AND NO PROSPECTUS RELATING TO SUCH SECURITIES HAVE BEEN FILED IN ANY JURISDICTION.
XERAFLOP TECHNOLOGIES INC.
CONVERTIBLE PROMISSORY NOTE
|USD$100,000 ||JULY 17, 2017 |
For value received, XeraFlop Technologies Inc., a British Columbia corporation (the "Company"), promises to pay to the undersigned (the "Holder"), the principal sum set out above (the “Principal”).
Interest shall accrue from the date of July 17, 2017 on the unpaid Principal amount at a rate equal to 12%, (“Interest”). Subject to Section 2, the Principal and any accrued but unpaid interest under this Note shall be due and payable upon demand by the Holder at any time after June, 30, 2018 (the "Maturity Date"); provided, however, that in the event that, prior to the Maturity Date, the Company consummates any merger, consolidation, sale of all or substantially all of the property or stock, liquidation or other reorganization of the Company, as a result of which the stockholders of the Company receive cash, stock or other property in exchange for their shares of capital stock and the holders of the Company’s voting equity securities immediately prior to such consummation together own less than a majority interest of the voting equity securities of the successor corporation following such change of control transaction (a “Change of Control Transaction”), then (i) an amount equal to the outstanding Principal amount and any accrued but unpaid Interest under this Note shall be due and payable on the closing date of such Change of Control Transaction and (ii) this Note shall terminate immediately upon payment of such Principal and accrued interest.
|2. ||Conversion and Early Repayment |
| ||(a) ||Conversion by the Holder |
On the Maturity Date, unless repaid as described below, the Holder may convert the entire Principal together with accured Interest into Series 2 Common Shares of the Company by providing the Company with written notice that the Holder wishes to convert this Note (the “Conversion Notice”). On the date on which the Conversion Notice is received by the Company (the “Conversion Date”), the Principal and accrued Interest shall be converted into that number of Series 2 Common Shares of the Company (the “Conversion Shares”) at a price per share equal to the most recent round price in which the Company sold an aggregate of at least $10,000,000 in equity. The Holder shall be deemed to be the holder of the Conversion Shares as of the Conversion Date. As soon as practicable after the Holder surrenders this Note to the Company for conversion into Conversion Shares, the Company shall issue and deliver to the Holder the Conversion Shares.
| ||(i) ||The Holder has the option to demand repayment of the Principal plus a Redemption Premium in the amount of 20% of the Principal less any accrued but unpaid Interest (the “Redemption Premium”), within five (5) days following the date of completion of the Next Equity Financing by providing the Company with written notice (the “Repayment Notice”) that the Holder wishes to elect to have the Principal plus the Redemption Premium repaid prior to the Due Date. |
| || || |
| ||(ii) ||The Company has the option to repay the Principal plus a Redemption Premium in the amount of 20% of the Principal less any accrued but unpaid Interest (the “Redemption Premium”), within five (5) days following the date of completion of the Next Equity Financing by providing the Holder with written notice (the “Repayment Notice”) that the Company wishes to elect to repay the Principal plus Redemption Premium repaid prior to the Due Date. |
| || || |
| ||(iii) ||Upon receipt of the Repayment Notice, the Company shall repay to the Holder, within fifteen (15) days of receiving the Repayment Notice, the amount owing under this Note to the Holder. Upon repayment, the Holder shall surrender the Note to the Company. “Next Equity Financing” means the completion of the sale of shares of the Company's equity securities (the "Equity Securities") issued and sold in a private equity financing yielding aggregate proceeds to the Company of at least USD$10,000,000 (including conversion of this Note and all other promissory notes issued as part of this financing) (the "Next Equity Financing"). |
| ||(c) ||Mechanics and Effect of Conversion |
No fractional shares of the Company's capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted Principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at the address of the Holder most recently furnished in writing to the Company, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a cheque payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the Principal amount and accrued Interest being converted including without limitation the obligation to pay such portion of the Principal amount and accrued Interest.
All payments shall be made in lawful money of US Dollars at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued Interest then due and payable and the remainder applied to Principal.
The Company also grants the Holder the right (the “Warrants”), subject to the terms set forth below, to purchase from the Company, at any time on or before the Expiration Date (as defined below), 20% warrant coverage, based on the principal investment totaling $100,000 USD, with a strike price equivelant to the equity round financing. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the "Expiration Date"): (a) the date seven (7) years after the date of issuance of this Warrant, (b) the closing of a Change of Control Transaction or (c) the closing of a firm commitment underwritten public offering pursuant to a registration statement under applicable Securities legislation. Next Equity Financing means the completion of the sale of shares of the Company's equity securities (the "Equity Securities") issued and sold in a private equity financing yielding aggregate proceeds to the Company of at least USD$10,000,000 (including conversion of this Note) (the "Next Equity Financing"). The Holder will be able to retain the Warrrants even if it has exercised the repayment or redemption options set out above.
These Warrants may be exercised by the Holder, in whole or in part, by delivering to the Company at the principal office of the Company, or at such other office or agency as the Company may designate: (a) this Note; (b) a written notice of exercise and (c) cash, check, wire transfer, or cancelled promissory notes or other instruments representing indebtedness of the Company to the Holder in an amount equal to (i) the Per Share Price multiplied by (ii) the number of common shares purchased upon such exercise of the Warrants.
|6. ||Transfer; Successors and Assigns |
The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, except for transfers to affiliates, and, in any event, in compliance with applicable securities laws. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new note for the same Principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and Principal are payable only to the registered holder of this Note.
|7. ||Stockholders, Officers and Directors |
In no event shall any stockholder, officer or director of the Company be liable for any amounts due or payable pursuant to this Note.
Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognized delivery service or forty-eight (48) hours after being deposited in the mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice.
|9. ||Amendments and Waivers |
Any term of this Note may be amended only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Company, the Holder and each transferee of the Note.
This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Province of British Columbia, without giving effect to principles of conflicts of law.
[Signature page follows]
|XERAFLOP TECHNOLOGIES INC. || |
| || || |
|Per: ||/s/ David Edmunds || |
| ||David Edmunds, CFO || |
| || || |
|AGREED AND ACCEPTED: || |
| || || |
| ||/s/ Wayne Anderson || |
| ||Wayne Anderson, President || |
| || || |
|The Greater Cannabis Company, Inc. |
244 2nd Avenue N., Suite 9
St. Petersburg, FL 33701
| | (727) 482-1505 TELEPHONE firstname.lastname@example.org EMAIL http://greatercannabiscompany.com/budbank-2/ Direct Investments The Company may, at its election, directly invest in private entities within the cannabis sector either through stock purchase agreements, debentures, joint ventures or a hybrid of each. The Company’s planned investments will focus on those entities whose near-term goals are to maximum shareholder value through the filing of an initial public offering or a corporate event that takes the entity from private to public. On July 17, 2017, the Company entered into a Convertible Promissory Note and Warrant and Subscription Agreement with Xeraflop Technologies, Inc. (“Xeraflop”). Under the terms of the Agreement, the Company is to invest a total of One Hundred Thousand and NO/100 Dollars ($100,000) upon a successful going public event. The Note accrues interest at 12% annually and matures on June 30, 2018. At the Company’s election, the principal and interest can be converted into Series 2 common shares of Xeraflop with written notice. The Company is also granted the right to purchase 20% warrant coverage based on the Company’s principal investment with a strike price equivelant to the equity round financing. The Company’s investment in Xeraflop is dependent on the Company obtaining an effective Registration Statement and successful 15C211 filing prior to the Closing of the financing round by Xeraflop. In the event neither of these events occur, the Company will not be able to participate in this round of financing with Xeraflop. June 21, 2017 – BUD BANK INC Conversion Incorporation 6/21/2017 - BUD BANK INC Reinstated CONVERSION Incorporated http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=BUDBANK%20P170000542280&aggregateId=domp-p17000054228-97957bc7-9e53-4069-8822-d3573f9a9ffb&searchTerm=budbank&listNameOrder=BUDBANK%20L140001086200
Florida Profit Corporation BUD BANK, INC.
NONE Date Filed
Last Event CONVERSION
Event Date Filed 06/21/2017
Event Effective Date
244 2ND AVE N #9
ST PETERSBURG, FL 33701
244 2ND AVE N #9
ST PETERSBURG, FL 33701
Registered Agent Name & Address THE GREATER CANNABIS COMPANY, INC
244 2ND AVE N #9
ST PETERSBURG, FL 33701
Officer/Director Detail NONE June 21, 2017 – S1 Registration Filed with SEC http://greatercannabiscompany.com/wp-content/uploads/2017/06/The-Great-Cannibas-Company-S-1-FINAL-6-20-17-.pdf June 19, 2017 – UNGS BUD BANK REINSTATEMENT BUD BANK, LLC Filing Information Document Number L14000108620 FEI/EIN Number 36-4794890 Date Filed 07/07/2014 Effective Date 07/02/2014 StateFL StatusACTIVE Last Event REINSTATEMENT Event Date Filed06/19/2017 June 17, 2017 – GCCsuperstore goes live On June 17, 2017, The Greater Cannabis Company Superstore, aka GCCsuperstore.com went live April 17, 2017 -UNGS SupplementalGCC Delivery of shares http://www.otcmarkets.com/financialReportViewer?symbol=UNGS&id=169737
All shares of common stock of The Greater Cannabis Company, Inc. (the “shares”) to be issued to shareholders of Sylios Corp, as per the terms of the announced spin-off, were issued to all certificated shareholders on the Payment Date, March 10, 2017. The total number of common shares issued as per the terms of the stock dividend totaled 26,905,818. Of the shares issued, 21,527,342 were issued to Sylios Corp shareholders while 5,378,476 shares were issued to the former parent company, Sylios Corp.
The Company has received several inquiries regarding shares issued to the brokerage firm E*trade Financial (the “brokerage firm”) and the posting of shares to accounts held at the brokerage firm. The Company has been in touch with the brokerage firm and Broadridge on multiple occasions to assist in the location and delivery of all shares due the brokerage firm.
The Company would like to reassure its shareholders that it has in no way “held-back” shares due to the brokerage firm. Shares of Sylios Corp purchased through the brokerage firm are on deposit at multiple separate broker dealers, which has led to the delay in reporting the stock dividend in clients’ accounts. When additional information is provided to the Company, it will
pass this along to shareholders. The Greater Cannabis Company, Inc.
April 4, 2017 – Supplemental GCC Superstore Opening http://www.otcmarkets.com/financialReportViewer?symbol=UNGS&id=168835 Item 8.1 Other Events The company’s GCC Superstore order and payment integration glitch has been remedied through the introduction of new software and a reporting patch. The company will begin testing the online store this week in preparation for its grand opening.The company is confident the opening will occur ahead of the upcoming 420 Day. __________________________________________________________
|Mar 31, 2017 ||Supplemental Information - Issuer Information and Disclosure Statement December 31, 2016 ||Dec 31, 2016 ||Active |
|Mar 31, 2017 ||Annual Report - Annual Report 2016- Unaudited ||Dec 31, 2016 || | The Company has delayed opening the GCC Superstore, LLC while its software developer, webmaster and largest product supplier remedy order integration. The GCC Superstore will go live immediately once this issue is resolved. At present, the GCC Superstore will carry over 500 products from more than 50 leading brands in the cannabis and hemp sector. March 8, 2017 UNGS Supplemental FINRA Dividend Approval http://www.otcmarkets.com/financialReportViewer?symbol=UNGS&id=167447
In January 18, 2017, Sylios Corp (“Sylios”) filed a corporate action with the Financial Industry Regulatory Authority (“FINRA”) to effect a partial spin-off of its wholly owned subsidiary, The Greater Cannabis Company, Inc., through a stock dividend.
On March 7, 2017, Sylios received notification from FINRA that they had received the necessary documentation to process the corporate action requested by Sylios and its transfer agent, Pacific Stock Transfer. March 7, 2017: FINRA APPROVAL FOR DIVIDENDS GREATER CANNABIS COMPANY http://otce.finra.org/DailyList USED THE DATE ABOVE TO FIND IT
|Date/Time ||Event Type ||Eff/Ex Date/Time ||Symbol ||Issue Name ||Market |
|03/07/2017 16:26:34 ||Spin-Off || ||UNGS ||Sylios Corp. Common Stock ||Other OTC |
Shareholders of UNGS will receive 1 share of The Greater Cannabis Company, Inc. common stock for every 500 shares of UNGS held. Fractional shares will be rounded up to the next whole share. Will not be quoted ex.
| ||Previous Value ||Current Value |
|Symbol ||UNGS ||UNGS |
|Issue Name ||Sylios Corp. Common Stock ||Sylios Corp. Common Stock |
|Class || || |
|Financial Status Indicator || || |
|Market Category ||Other OTC ||Other OTC |
| ||Current Value |
|Daily List Date/Time ||03/07/2017 16:26:34 |
|Event Type ||Spin-Off |
|Daily List Event Code ||DA |
|Effective/Ex Date/Time || |
|Subject to Corporate Action ||CD |
|Offering Type ||No Restrictions |
|Forward Split Ratio || |
|Reverse Split Ratio || |
|Dividend Type ||Spin-Off |
|Percentage ||0 |
|Cash Amount ||0 |
|Declaration Date || |
|Record Date ||02/03/2017 00:00:00 |
|Payment Date ||03/10/2017 00:00:00 |
|Payment Method || |
|Qualified Dividend Code || |
|Record ID ||40104561 |
|Daily List Comment ||Shareholders of UNGS will receive 1 share of The Greater Cannabis Company, Inc. common stock for every 500 shares of UNGS held. Fractional shares will be rounded up to the next whole share. Will not be quoted ex. |
March 6, 2017 Greater Cannabis Company Inc. Supplemental
CONSULTANTS FOR GROW FACILATIES
| Item 1.01 ||Entry into a Material Definitive Agreement |
On March 5, 2017, The Greater Cannabis Company, Inc. retained the services of two consultants to further expand its operations. The Consultants are being retained to identify currently operational businesses which specialize in “Grow facilities” and “Delivery” and are available for acquisition.
As of the date of this filing, the Company has identified three (3) Grow facilities for which it is completing further due diligence for a proposed transaction.
Friday, February 24, 2017 -
The Greater Cannabis Company to Launch the GCC Superstore on St. Patrick's Day with in Excess of 150 SKUs
Update on The Greater Cannabis Company, Inc. Spin-Off
ST. PETERSBURG, FL / ACCESSWIRE / February 24, 2017 / Sylios Corp (OTC PINK: UNGS), a holding company with operations engaged in the exploration and development of oil and natural gas properties, site specific real estate development, holdings in equities, corporate debt and alternative investments, is pleased to inform shareholders that The Greater Cannabis Company, Inc. will launch its GCC Superstore on St. Patrick's Day.
The GCC Superstore, a wholly owned subsidiary of The Greater Cannabis Company, Inc., will open its e-commerce store focused on cannabis related merchandise on March 17, 2017, St. Patrick's Day. Product categories will include Vaporizers, E-Liquids, Hand Pipes, Water Pipes, Grinders, Hemp related products, CBD (Cannabidiol) oils, vapes, drinks, and dispensing kiosks, just to name a few. The GCC Superstore will open with in excess of 150 SKUs, and will continue to add new categories and products during its expansion.
The Company is currently working with its transfer Agent, Pacific Stock Transfer, and the Financial Industry Regulatory Authority ("FINRA") to facilitate the spin-off of The Greater Cannabis Company, Inc. to shareholders of record as of the Record Date, February 3, 2017. All shares due to shareholders will be delivered directly to the certificated holder, whether it be the shareholder or the broker dealer.
The S-1 Registration Statement for The Greater Cannabis Company, Inc. is being finalized and will be filed with the Securities and Exchange Commission ("SEC") upon notification from FINRA. During the registration process with the SEC and FINRA, the Company will submit a short list of trading symbols for The Greater Cannabis Company, Inc. Once the Company is notified of the approved symbol, it will inform shareholders.
The Company will inform shareholders of additional operational activities for The Greater Cannabis Company, Inc. in the very near future.
Wayne Anderson, President of Sylios Corp, stated, "I appreciate the patience our shareholders have shown during this spin-off of The Greater Cannabis Company. They have waited a long time for this aspect of our business plan to come to fruition." He added, "In addition to the upcoming GCC Superstore launch, we are working diligently to bring in additional cannabis related businesses under The Greater Cannabis Company umbrella."
About Sylios Corp
Sylios Corp, based in St. Petersburg, FL, is a holding corporation with operations engaged in the exploration and development of oil and natural gas properties, holdings in equities, alternative investments, corporate debt and site-specific real estate development. www.sylios.com
About The Greater Cannabis Company, Inc.
Formed in March 2014, The Greater Cannabis Company, Inc. is a holding corporation that invests directly and indirectly in businesses that cater to the cannabis industry. The Company will look to represent a line of premier products through licensing agreements, product development, acquisitions and joint ventures. www.greatercannabiscompany.com
Friday, January 6, 2017 - Sylios Website Updated with Divy Questions and Answers
On December 28, 2016, Sylios Corp announced that its wholly owned subsidiary, The Greater Cannabis Company, Inc. (“GCC”) (f/k/a The Greater Cannabis Company, LLC), would be spun off to shareholders of its common stock. To help guide you through this process and answer questions that you may have, please review the following information.
Record Date-February 3, 2017
Ex-Dividend Date- February 1, 2017
Payment Date- February 13, 2017
Who gets shares of GCC?
Holders of Sylios Corp common stock, (OTC Pink: UNGS), as of the close of business January 31, 2017.
If I buy shares of Sylios Corp on February 1, 2017 or after will I receive shares of GCC?
How many shares will I receive?
You will receive 1 share of common stock of GCC for every 500 shares of common stock you own of UNGS.
What happens if I do not own 500 shares exactly?
In lieu of issuing fractional shares in connection with the stock dividend, the company will round fractional shares up to the next whole share.
Do I need to contact my broker about the stock dividend?
No. On the Payment Date, GCC’s transfer agent will send out the newly issued shares of GCC common stock to those Broker-Dealers and individuals holding certificates (“certificated shares”). Pacific Stock Transfer will act as GCC’s transfer agent.
Once I receive my shares, can I sell them immediately?
No. GCC is filing an initial Registration Statement (“S-1”) with the Securities and Exchange Commission (“SEC”) to register the shares being issued as per the stock dividend. Once the S-1 is deemed effective by the SEC, shareholders of GCC may sell those shares which were registered.
Is there any cost to me to register my shares of GCC?
Is there a stock symbol for GCC?
During the registration process, the Company will file an application with the Financial Industry Regulatory Authority ("FINRA") for its trading symbol as well as an application with Cusip for its cusip number. Once both are received, the Company will update shareholders.
If I have any questions, who may I contact?
Please contact the Company at email@example.com.
Friday, January 6, 2017 - Sylios Corp Announces Record Date for
Spin-Off of The Greater Cannabis Company, LLC
ST. PETERSBURG, FL / ACCESSWIRE / January 6, 2017 / Sylios Corp (OTC PINK: UNGS), a holding company with operations engaged in the exploration and development of oil and natural gas properties, site specific real estate development, holdings in equities, corporate debt and alternative investments is pleased to update shareholders of important dates pertaining to the spin-off of the Company's wholly owned subsidiary, The Greater Cannabis Company, LLC.
On December 28, 2016, Sylios Corp announced that it would spin-off 80.01% of its wholly owned subsidiary, The Greater Cannabis Company, LLC through a pro rata stock distribution to holders of its common stock. Prior to the spin-off, the Company will file a Notice of Conversion with the State of Florida to effectively converting the subsidiary from a limited liability company to a Florida for profit corporation and change the Company's name to The Greater Cannabis Company, Inc. (the new "GCC"). In the newly filed Articles of Incorporation for the Subsidiary, it will designate 500 million shares for Common stock and 10 million shares for Preferred stock.
The Record date for the stock dividend is set at February 3, 2017 with the Ex-Dividend date at February 1, 2017. The stock dividend will be payable February 13, 2017 to shareholders. In order for shareholders to receive the stock dividend, they must own shares of Sylios Corp prior to the Ex-Dividend date. Sylios Corp's common stock will begin trading ex-dividend at the open on February 1, 2017.
Shareholders of Sylios Corp entitled to receive the dividend will receive 1 share of GCC common stock for every 500 shares of Sylios Corp common stock owned. In lieu of issuing fractional shares in connection with the stock dividend, the company will round fractional shares up to the next whole share.
The Company's transfer agent, Pacific Stock Transfer, will distribute shares of GCC on the payment date to certificated shareholders. Shareholders are not required to submit any information to the Company's transfer agent to receive the newly issued GCC shares of common stock. Pacific Stock Transfer will also act as the transfer agent for GCC.
Shareholders should direct any questions pertaining to the stock dividend to firstname.lastname@example.org. The Company has established an information page, http://www.sylios.com/stockdividend, with details on the transaction.
TUESDAY, January 3, 2017 - Current with the State of Florida
Wednesday, December 28, 2016: BIG NEWS
Sylios Corp to Spin-Off its Wholly Owned Subsidiary, The Greater Cannabis Company, LLC, to Shareholders
On December 16, 2016, the Company's Board of Directors approved a corporate action to file a Notice of Conversion with the State of Florida for its subsidiary, The Greater Cannabis Company, LLC, which will convert the subsidiary from a limited liability company to a for profit corporation. The Subsidiary's name will change to The Greater Cannabis Company, Inc. ("GCC"). In the newly filed Articles of Incorporation for the Subsidiary, it will designate 500 million shares for Common stock and 10 million shares for Preferred stock.
Shareholders of Sylios Corp, as of the close of business on January 20, 2017 (the "Record Date"), will receive 1 share of GCC common stock for every 500 shares of Sylios Corp common stock owned. The transaction will be treated as a stock dividend. The Company currently anticipates an Ex-Dividend Date (Ex-Date) of February 10, 2017. Both dates are subject to change. The Company will release information the first week of January 2017 with definitive dates and further information.
After the spin-off, the Company will retain a 19.99% interest in GCC, with 80.01% of the common shares of GCC distributed to Sylios common shareholders. The total number of common shares of GCC post spin-off will be approximately 27.5 million. The Company will release additional instructions prior to the Record Date.
GCC will undergo a two-year audit during the month of January and then file its initial registration statement with the Securities and Exchange Commission to be a fully reporting company. The Company plans on listing GCC on the OTCMarkets OTCQB market place. The Company anticipates shares of GCC to begin trading as a standalone entity during the 1st Quarter of 2017. A new corporate website for GCC will go "live" prior to the Record Date.
Post-split, GCC intends on filing a Registration Rights offering for its existing shareholders. The offering will give each shareholder the right to purchase additional units in GCC for a defined period of time. Shareholders will have the right to purchase additional units of GCC at a fixed price of $.25/unit for a total equity raise of $500,000.00. In the event the Rights Offering is fully subscribed, GCC will have 29.5 million common shares outstanding with a market capitalization of $7.4 million. The Company plans to use the proceeds from the rights offering to provide equity capital to support the continuing execution of the Company's growth strategy plans, acquisitions and general business development.
December 22, 2016: Greater Cannabis Company Twitter Page found by poster: Secret Service
December 16, 2016: OTC Markets Supplemental Information Posted
Item 5.03. Amendments to Articles of Organization or Bylaws; Change in Fiscal Year. On December 14, 2016, Sylios Corp (the “Company”) filed a Current Report with OTC Markets stating that it would file an Amended and Restated Articles of Incorporation for its wholly owned subsidiary, The Greater Cannabis Company, LLC (the “Subsidiary”). The Board of Directors voted on December 16, 2016 to forgo this corporate action and has elected to file a Notice of Conversion for the Subsidiary.
The Company will file a Notice of Conversion for the Subsidiary, which will convert the Subsidiary from a limited liability company to a for profit corporation. The Subsidiary’s name will change to The Greater Cannabis Company, Inc. In the newly filed Articles of Incorporation for the Subsidiary, it will designate 500 million shares for common stock and 10 million shares for Preferred stock.
The corporate action of the Subsidiary is being implemented for the purpose of business expansion through acquisitions, joint ventures, licensing agreements and for a proposed going public transaction.
December 14, 2016: OTC Markets Supplemental Information Posted
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 13, 2016, the Board of Directors of the Company’s wholly owned subsidiary, The Greater Cannabis Company, LLC (the “Subsidiary”), voted and approved a corporate act to file an Amended and Restated Articles of Incorporation for the Subsidiary.
The Amended and Restated Articles of Incorporation of the Subsidiary will increase the Authorized common shares to 11 Billion. The corporate action of the Subsidiary is being implemented for the purpose of business expansion through acquisitions, joint ventures, licensing agreements and for a proposed going public transaction.
The increase in Authorized common shares of the Subsidiary will not affect the Authorized common shares of the Company.
December 13, 2016: News Article Mentions GREATER CANNABIS COMPANY
'Cannabis' Commercialization Taking Time; Individuals Can Plant 12 Pots Legally? Taxes On Discussion Table
"In the meantime, The Greater "Cannabis" Company is looking at expanding the investment on medical/ recreational marijuana. The company is currently looking at private companies who may either invest or may go with joint ventures for the expansion."
Monday, December 12, 2016: News Release
ST. PETERSBURG, FL / ACCESSWIRE / December 12, 2016 / Sylios Corp (OTC Pink: UNGS), a holding company with operations engaged in the exploration and development of oil and natural gas properties, site specific real estate development, holdings in equities, corporate debt and alternative investments is pleased to announce that the Company's wholly owned subsidiary, The Greater Cannabis Company, LLC, is actively seeking to expand its holdings in the medical/recreational marijuana sector.
On November 8, 2016, Florida voters passed Amendment 2 (formally known as the Florida Medical Marijuana Legislation Initiative). The amendment passed with a 71 percent approval. The amendment language allows for medical marijuana to be prescribed by doctors to patients of diseases such as HIV, glaucoma, post-traumatic stress disorder, ALS and Chron's disease.
The Company has elected to diversify its investment holdings concentrated around the medical/recreational marijuana sector. The Company is in active discussions with several private companies about either direct investments or joint ventures. Operational activities focus on alternative grow houses, cannabis business incubators and online portals to name a few. These opportunities were brought forward directly from the consulting efforts of the Company's outside consultant retained and announced in early 2016. The Company will update shareholders on the progress of the discussions as events develop.
Wayne Anderson, President of Sylios Corp, noted, "To help gain a better foothold in this new and exciting sector, we felt it was in the Company's best interest to branch out from our lone investment through our licensing agreement. We have had the opportunity to review numerous companies and investment opportunities and see very attractive potential in several. I expect 2017 to be an exciting year for the Company and shareholders as we look to maximize our investment potential through our cannabis subsidiary."
The Company's previously announced "GCC Superstore" will be placed out for bids for development and design.