Doesn't Joshua still hold 3 mil shares of SHWZ? I don't see him outright leaving with this many shares and no sales in almost 2 yrs. I know last weekend he was on their site and now he is gone. Anyone have a contact with company? I e-mailed but don't really expect a response. Certainly it is material and it should be PR'ed if he left. I certainly hope he hasn't left as he is that good!



HAUPT JOSHUA
Officer and Beneficial Owner of more than 10% of a Class of Security
Sale

Mar 24, 2019
3,620,560

I was really excited after the news stating that SHWZ had secured money for the Star Bud acquisition and then the $5 Mil for an additional acquisition but this really takes the cake. They have already identified the company. Am I reading this correctly? Read the last line here. Last weekend I said everything was going slow well obviously things are gathering speed. I believe you guys nailed it with Super Farms.

Do I have this right they have $15 Mil for the identified acquisition plus more monies for additional buys?

Upon execution of the Loan Agreement and the associated loan documents described below, the Lender made an initial advance of $10,000,000 to the Borrowers. Under the Loan Agreement, the Lender has agreed to make one additional advance of $5,000,000 to the Borrowers on or before June 26, 2021 upon the satisfaction of certain closing conditions customary for this type of transaction as well as a requirement that the Company has completed the acquisition of substantially all of the assets of an identified company

Currently I believe this is thy most undervalued stock within our sector. WE are currently less than 1x sales for current year based on O/S for 2021.
The current P/S within our sector is 7-8 x sales with no chance of profitability this year. I am very confident we are going to split from the pack going forward. My suggestion is buy all you can afford.

PS Don't go by what I am saying do your DD. The completion of Star Buds and funds secured for another acquisition changed everything ad hopefully Dye starts telling the story end of month.

Excellent job. Thanks for all you do and bringing this little gem to more eyeballs. Now let's hope that the presentation to institutional establishment brings in more buying interest. Now really sure if they can buy stocks under $5 but I do believe some have gotten around this and have bought other stocks. Hope to see more volume today.

Dispensary or cultivation?

With them announcing Tuesday financing was secured IMO we may get the acquisition news very soon. Anyone have any clues to who we are purchasing?

Can they use the Star Buds name for any acquisition? IMO it probably doesn't matter as they will replicate the store layout. Decent volume today and now we are on our way to new highs. Guess we will find out soon. They did not change the Mesa store names I don't believe.

With the next acquisition already funded I would expect another PR coming sooner than later. Probably all deals have already been worked out. Hopefully will close before earnings call as that will propel the PPS much higher.

Becoming quite a joke here.

yes LOL however he did say $2.20 and was right. I ended up adding at $2,45 average yesterday. Honestly in all reality when it dropped I felt as though the deal to close fell through. The dude did not come back. Regardless of my ranting last week everything changes this week. GLTY and all the longs. Like life anything can change in a heart beat as a very good friend died last Friday just like that with no warning.

Because of the closing of Star Buds and another acquisition coming. Honestly I was skeptical and part of my rant last weekend as it had nothing to do with buying cheaper. Despite my rants I have yet to sell a share and added more but not as cheap as you!

Plus now we have 2021 revenue projections forthcoming. Dye is acting like a CEO of a big board stock now. The story telling is coming very soon and IMO we will see an under projection and an over delivery on the call.

IMO we are a baby TCNNF with what they accomplished in Fl. we have a lot to look forward to.

Possibly new highs really soon.

The value of this stock... RIGHT NOW... is between $5 - $10 a share, imo. Investors just need to relax, chill, and wait... It's the best investment there could be at this time!

Agree! Finally getting this Star Buds done changes alot as it opens up more outlets for Purplebee's to disperse product with much higher margins(my guess 50%). Plus this other deal that is now funded throws a monkey wrench in all previous projections. I believe $200 Mil is almost in the bag for 2022.

Exactly. Definitely changes everything. I bought in GRWG from $2.75-$6 unfortunately got out at around $33. Then started buying SHWZ which hopefully will do the same. Bought 5k yesterday.

Yesterdays news changes everything. I believe everything I had said prior in our discussion over the weekend. However, IMO this hyper growth will now be mute as 2022 will see $200 Mil revenues thus making my argument mute.

Growing by acquisition is good and very good when you have the quality of Star Buds as I believe they are best of breed. Also love the fact that management is not buying Star Buds out and then put huge changes which could impact the stores growth.

With that said most analysts look for organic growth and that is where I believe this growth will bring in institutional interest very soon. I believe PUrplebee's will grow 100% this year and 50% for the foreseeable future as in years. That acquisition alone with the recent acquisition pf Star Bud's and the one alluded to in the PR will give Purplebee's the opportunity to show case their products with many new MSO's looking to increase their selection of choices.

My signature buy just now 420 shares. Been adding all day.


EBITDA is going to justify the purchase here IMO, as DrugDoctor has clearly stated and definitely truth. But let's not forget what EBIDTA stands for. Earnings, Before, Taxes, Interest, and Amortization. With some interest as high as 15% plus all the deductions. However, as I agree with DrugDoctor these are all well covered IMO.

I believe also that with more stores open and under the umbrella the fact that Purplebee's will increase their distribution will greatly enhance margins and could very easily surpass 40%.

We now know that we will very shortly close on Star Buds and another acquisition. Again Purplebee's is growing "wildly" is where investors should focus as it is virtually now organic growth as that will be so important going forward. My guess is Purplebee's will grow 150%+ this year alone.

Not a lot of interest today. Hope this gets some interest tomorrow.

Investor Conference Participation

Schwazze will be participating in the Needham 2nd Annual Virtual Cannabis Conference on Wednesday, March 3, 2021. Institutional investors interested in scheduling a meeting with the executive leadership team should contact their Needham representative.

Time to tell the story.

Ok thank you. Yes I am buying as this news is what I have been waiting on. Hope your day is good.

Yes all good news I agree and it does cover everything with money left over. Is it 8% or 15% just trying to get understanding. Thank you.

Agree on interest rate as 15% seems very high. They talk about 8% and then 15% while everything has been converted to preferred shares. Any clarity on the 8% and 15% would be appreciated.

The fact they are closing is indeed good news.

I stand corrected, I meant to say revenues of 17-18 million in the 4th quarter, not the 1st quarter. Remember the previous 6 Starbuds didn’t get finalized until near the end of December.

Come on dude that is crazy. They did $7.5 Mil Q3 and they added 6 dispensaries for 10 days.

Also remember the whole discussion yesterday was based on you saying no dilution. I correctly pointed it out that it is coming from the preferred stock. I correctly said it would not hit until 18 months for 25% and an additional 25% after 2 yrs. Yes it is a while before it hits but definitely will happen.

Getting back to Q4 $10 Mil tops. Also Q1 is more than likely around $17 Mil.

PS Show the math for Q4.

Check out the events. Your missing the boat again. These events are bankruptcy or change of control specifically/ If bankruptcy looks who comes first. Dye Capital with a lien on every property. Then after them the preferred could get cash at the holders option. Not the company. If any one was in bankruptcy obviously you would want your cash back and not any stock. Also I hardly doubt we are going to see bankruptcy but regardless that is why preferred holders could redeem for cash. I really don't believe the point I was making at all. That being preferred holders can get dividends and the original preferred shares converted for $1.20 a share and when it is all done there will be an additional 40 mil plus shares added to the O/S with if the last 5 dispensaries and cultivation are anything like the other Star Bud deals. You and everyone can argue this and say it isn't so but really read it slowly and read the whole thing and then you will understand. The shares can not come on the market for 18 months and then only 25% and then after 2yrs. another 25% so hopefully we all get this huge appreciation before hand.

Please post a link that these preferred shares can be bought out with a cash option. That would be awesome but I do not ever remember seeing anything about that and do not believe that to be the truth. TIA

You got me partially with that statement without a doubt.

However, dilution has been and will be a problem. With the amount of money they paid and knowing all assets are in hock to Dye management the conversion of preferred was enough. The dividends in theory are getting a minimum of double because the conversion price is so low. I just don't think it is right as I stated surely each entity is backed up with the collateral of the property.

Does anyone know with a link when these convertibles have to be converted as never ending dividends applied to $1.20 is wrong.

No it does not say that at all. It says equal to the $1,000 per share purchase price per the agreement. Then note very clearly it says the the dividends will be added to the $1,000 preferred thus after 1 yr you have your $1,000 now valued at $1080 preferred share. The follow year 1080 x.08

(i) earns an annual dividend of 8% on the "preference amount," which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount;

Please read the whole thing.

No it does not say that at all. It says equal to the $1,000 per share purchase price per the agreement. Then note very clearly it says the the dividends will be added to the $1,000 preferred thus after 1 yr you have your $1,000 now valued at $1080 preferred share. The follow year 1080 x.08

(i) earns an annual dividend of 8% on the "preference amount," which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount;

Please read the whole thing.

Unfortunately I drank the koolaid and did not look into these deals myself. While the outlook is good it is much better for the insiders as they continue to profit immensely with the dilution they receive by the preferred conversions and I mean immensely. They not only get good interest but they get these cush shares at $1.20 plus they probably have no risk as each entity is put up for collateral. So absolutely no risk IMO to gouge they way they have chosen.

Whereas in a "bought" deal you probably get close to the same terms but no collateral. Star Buds IMO is worth what they are paying but the dilution is not justified with the collateral backing.

Come on now Future 2016 it says right on the the 1st one you posted. Certainly you comprehended what it said.

(i) earns an annual dividend of 8% on the "preference amount," which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount;


Then it talks about the this which was in the 3rd item:


(iii) is convertible into shares of the Company’s common stock by dividing the preference amount by $1.20 per share under certain circumstances, and

However I may have the perpetuity wrong as I need further research as I understand the 12 months when they can start selling but not sure about how long they can draw interest.

No they do not. It goes into more preferred shares at the $1.20 Had they only paid the interest to the holders it would be much better. But it doesn't. As long as interest is accruing it goes directly towards preferred shares and is converting in $1.20 Yes Dye did help with Mesa but it was tied to so much better terms but in theory the other guy was in charge and Dye's true colors then came out IMO.

Among other terms, each share of Preferred Stock (i) earns an annual dividend of 8% on the "preference amount," which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount; (ii) is entitled to a liquidation preference under certain circumstances, (iii) is convertible into shares of the Company’s common stock by dividing the preference amount by $1.20 per share under certain circumstances, and (iv) is subject to a redemption right or obligation under certain circumstances. The terms of the preferred stock are described in the Company’s Current Report on Form 8-K filed on December 23, 2020.

What is going to happen with the preferred? How can you tell this bold face lie? The preferred is converted into common shares at $1.20. This is a growing liability as their is no place for them not to be converted. If so, please enlighten every one. I did not do enough DD on this. Plus the interest is convertible to preferred which converts to common shares.

PS This is your playground and obviously you have played it well.

Did you know that from Mesa and Purplebee's Medicine Men paid 2.6 Mil shares and $2.6 Mil In Cash. From that investment we are almost at $30 Mil annual run rate. From all these Star Buds deals we will gain $85 Mil in sales for a total $115 Mil per Dye. For this $85 Mil increase we pay $118 Mil plus dilution up the butt plus high interest and Millions of shares at $1.20 and everyone is singing kumbaya. Dam straight this management is smart and to think I took this hook line and sinker. As Star Buds had many different co-owners they needed the conclusivity of a public company to get the benefits of buying/selling bulk and the synergies which they now have. Problem being is did the shareholders who have been in this for years gain anything other than the admitted flippers here. Absolutely not as we are PPS no higher than when many bought here a couple of years ago. The proof is in the pudding. My question is would Medicine Men have been better of with the Mesa purchase and Purplebee's and put resources to expand MSO without all these Dye deals at the detrimentment of probably 40-50 Mil dilution at $1.20 a share? We paid 2.6 Mil(shares) x $2= $5.2 Mil+$2.6(cash) $7.8 MIl for $30 MIl run Rate.

http://www.purplebees.com/Press_Release_PBS_Closing_04192020_FINAL.pdf

Here is my confusion and someone help me. I brought this up before and still not really sure how this works out. Here are the deals announced so far. Good management for sure they have everything in there interest and very little in we the common shareholder. Do a "bought" deal and stop the insider enrichment. Can only imagine what Dye and Co. has set up for the last 5 dispensaries and 4k cultivation. Note 4k is very small cultivation site. When this is all done management will have over 50%. It is a shame we vote on nothing or nobody.

Transaction Terms

Total consideration was approximately $37.0 million, consisting of $13.9 million in cash, $13.9 million in a seller’s note, and $9.3 million in Preferred Stock (at a price of $1,000 per share).

This is the 1st 6 dispensaries. Below is the last 2 dispensaries. Notice they can change the terms subject to increase.

Transaction Terms

The acquisition was funded with $6.1 million in proceeds from a private placement under a securities purchase agreement with a Dye Capital & Company managed fund and subscription agreements with unaffiliated investors pursuant to which the Company issued and sold an aggregate of 6,100 shares of Series A Cumulative Convertible Preferred Stock at a price of $1,000 per share. Among other terms, each share of Preferred Stock (i) earns an annual dividend of 8% on the "preference amount," which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount; (ii) is entitled to a liquidation preference under certain circumstances, (iii) is convertible into shares of the Company’s common stock by dividing the preference amount by $1.20 per share under certain circumstances, and (iv) is subject to a redemption right or obligation under certain circumstances. The terms of the preferred stock are described in the Company’s Current Report on Form 8-K filed on December 23, 2020.

Wow just read your post that was my Q1 expectation. We do agree on more things than not. My only issue is dilution and the fact that these preferred shares are O/S the longer the interest goes on they are converted into common shares at $1.20 goes into perpetuity.

PS If they just paid 8% interest and they were not converted into shares at $1.20 I would have no problem. You do realize they are converting into about 1.3 Mil shares a year. This is not representing shareholders especially with the fact we have no idea when these shares have to be converted. We could be at $10 per share and still give out almost 1.4 mil shares yearly. If they had a date when this ended I would have no problem but to just hang it out there into perpetuity is wrong.

PSS Obviously a list of who had these preferred shares would really be helpful for if it is insiders this would be even more of a problem. After all the option packages given to insiders has been very gratuitous and nobody has been short changed. Don't misunderstand me not saying options are bad as trust and loyalty do come at a cost.

Plus on the last 2 acquisitions almost another 500k shares warrants thrown in for $1.20 Yet many look at all this blindly and say it doesn't matter. Well flippers on this board don't give a crap but certain the institutional investors we need surely take this into account.

On February 4, 2021, pursuant to the applicable APA, the Company and the Purchaser closed on the acquisition of (i) Colorado Health Consultants LLC; and (ii)
Mountain View 44th LLC. The aggregate purchase price for the assets of the Starbuds Group acquired on February 4, 2021 was approximately $9.3 million and was paid to each
applicable Starbuds Company and the Members as a combination of cash, an aggregate of 1,969 shares of the Company’s Series A preferred stock (the “Preferred Stock”)
together with an aggregate of 347 shares of Preferred Stock to be held in escrow pursuant to the terms and subject to the conditions set forth in Omnibus Amendment No. 2 and
warrants to purchase an aggregate of 434,315 shares of the Company’s common stock at exercise price equal to $1.20 per share (the “Transaction Warrants”). The Company
funded the aggregate cash portion of the purchase price for each Starbuds Company who was acquired on February 4, 2021 from proceeds received as disclosed in the
transaction as disclosed in Item 1.01 hereto. Mr. Brian Ruden, a member of the Board of Directors of the Company, has an ownership interest in each Starbuds Company that
was acquired on February 4, 2021.
The description of Omnibus A

How do you come up with $15 Mil? Please show your math. I believe $17-18 Mil is a reasonable expectation. I gave a $22 Mil tops for Hoop and that is totally blowout and unlikely.

Then I say for the first quarter that we are going to see a blowout of a earnings between .10-.12 profit a share. Call me crazy but either I will look like a genius or a big fool. Just wanted to put it out there because that how confident I am that we are in the cusp of great things happening more quickly than expected. With the increased revenues Dye has been stating in interviews I believe he is trying to give us an expectation to see better profits than originally expected.


That is beyond crazy and totally pumping. They are going to do less than $22 Mil Revenues and that is highly optimistic[t][/t] and you are saying they are going to do $4 Mil profit. If the restricted shares are included we are now at $8 Mil. Remember you only have 6 new dispensaries for the the full Q. Which per the PR on the acquisition states clearly they do $4 Mil per dispensary per year. So $24 Mi/4=$6 Mil per the 6 dispensaries plus the 2 that had less than 2 months.

I do agree with your Q4 estimates 100%.

Somehow he’s expecting $30m while I’m expecting $24m. But if it’s the case that it is $30m, that is 250% year over year growth from 2020. He has it as 39%.

The 30 Mil is for 2020. 2021 should be 300% growth or 30 Mil +90 Mil per the $120 Mil estimate per Dye/

They do not show up anywhere but only as preferred shares but are a real number converted to common shares and will be issued to the holders of preferred shares. No they are not treasury shares and never will be period.

We now have 9.3 mil + 2.3 Mil preferred=12.6 Mil x.08(interest per yr.)=$1,008,000

So immediately you have $13.608 /1.20=11,508.000 dilution after year one. plus we have the next deal coming for 5 more dispensaries plus cultivation. So in reality probably another $9.3 Mil more preferred which equals another 9.3 Mil(Preferred} /1.20=7,750,000 + 744K(interest)620k(shares)

So now we have 7,750,000 +744K=8,494,000

Now you have 11,508,000+8,494,000=20.02 Mil more shares+ 20.9 Mil preferred which has 8% dividend on year 2 for $1,672,000 /1.20=1,393,333 Now year 2 we have exactly 21,593,333 year 2


Plus the fact I only used $9.3 Mil preferred for last deal where in reality it could be much more...

So yes it does matter here huge when total dilution is considered and that has nothing to do with no other acquisitions. Again why not do a "bought" deal and speed things up here. Obviously Dye is being paid handsomely for the deals so why not borrow money. Either Dye and Co. are coming out or the bought deal investors...jus saying

Here is excellent update on the industry. Here it has SHWZ with 82 Mil O/S where again IMO the restricted are included and probably not the preferred, IMO we need to keep an eye on that as anyone that would have any thoughts of a buyout certainly would and that would definitely impact the PPS IMO. Won't be long and we could easily be at 125-150 Mil with the preferred included and that could be be with $125 Mil revenues, Yes I am keeping on an eye on this as there are some companies with 250-300 Mil O/S that will do 4x the revenues this year easily. Not at all negative but management needs to pick up the pace IMO.

https://mjstocktrader.com/cannabis-investor-portal/?fbclid=IwAR1UQhWgtyUC1LjsjGSDRqLShx1tl-UtEHqUh6CfJV0M1ByJX20zhfrafVs

Stevenrisk, you are a great informative investor (like many on this chat board) but you keep seeing this dilution as a scary negative. It would be if it wasn't Dye who was getting preferred shares but Dye does deserve a premium for what he has done here and what his is risking.

You couldn't be further from the truth. Dye did what anyone else would to if something material changed such as the PPS before it is finalized. This keeps him in control and that is very good.

You said no dilution and nothing changed when it did. I never said it was a negative or scary. I just pointed out the facts.

Here it is please explain as I believe they are giving more preferred shares which is more dilution. Probably because they are doing so much better when they originally crafted the deal.

On February 3, 2021, the Company entered into a Second Amendment to Securities Purchase Agreement (the “Amendment”) with the Investor to change the number of
shares of the Preferred Stock the Investor may purchase under the SPA, as amended by the Amendment to the SPAC, dated December 16, 2020 (as amended, the “SPA”),
between the Company and the Investor from 13,000 to up to 17,000 in one or more closings, among other changes. The Amendment also modified the lock-up in the SPA to
provide that the Investor is prohibited from selling more than (i) 25% of the shares of the Company’s common stock (the “Common Stock”) issuable upon conversion of the
purchased shares of Preferred Stock during the 6-month period following the first anniversary of purchase, and (ii) 50% of the shares of the Common Stock issuable upon
conversion of the purchased Preferred Stock (inclusive of any transfers under clause (i)) during the 6-month period following the 18 month anniversary of purchase.
The Company issued and sold to the Investor 3,100 shares of Preferred Stock on the same

I do agree news is coming very soon. Per my last post I wish they would start raising some money before all the good deals get stolen by the larger MSO's