Charlotte's Web Completes Filing of Prospectus Supplement for At-the-Market Equity Program
/NOT FOR DISTRIBUTION IN THE UNITED STATES/
ATM program adds optionality to capital liquidity toolbox
BOULDER, Colo., June 4, 2021 /CNW/ - (TSX: CWEB) (OTCQX: CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") has filed a prospectus supplement to establish an at-the-market equity program (the "ATM Program"). The Company may distribute up to CAD$60 million of common shares of the Company (the "Offered Shares") under the ATM Program. Any distributions of the Offered Shares through the ATM Program will be made pursuant to the terms of an equity distribution agreement (the "Distribution Agreement") with Canaccord Genuity Corp. and BMO Nesbitt Burns Inc. (together, the "Agents"). The Offered Shares may be issued by the Company to the public from time to time, through the Agents, at the Company's discretion. The Offered Shares sold under the ATM Program, if any, will be sold at the prevailing market price at the time of sale.
The ATM Program expands the Company's access to capital liquidity sources for future potential operational or growth opportunities. Any net proceeds from the ATM Program would be anticipated to be used for general corporate purposes, which may include general and administrative expenses, working capital needs and other general corporate purposes. Under the Distribution Agreement, sales of Offered Shares will be made by the Agents through "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions on the Toronto Stock Exchange or any other trading market for the Offered Shares in Canada. The Company is not obligated to make any sales of Offered Shares under the Distribution Agreement. The volume and timing of distributions under the ATM Program, if any, will be determined in the Company's sole discretion. Any Offered Shares under the ATM Program will be distributed at the market prices prevailing at the time of each sale and, as a result, prices may vary as between purchasers and during the period of the ATM Program. Unless earlier terminated by the Company or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier of (a) the date that the aggregate gross sales proceeds of the Offered Shares sold under the ATM Program reaches the aggregate amount of CAD$60 million; or (b) June 5, 2023.
The ATM Program is being made pursuant to a prospectus supplement dated June 3, 2021 (the "Prospectus Supplement") to the Company's short form base shelf prospectus dated May 5, 2021 ("Base Prospectus"), filed with the securities commissions in each of the provinces and territories of Canada. Copies of the Prospectus Supplement, the Base Prospectus, the Distribution Agreement and other relevant documents are available on SEDAR at www.sedar.com. Alternatively, the Agents will send copies of such documents upon request by contacting:
Canaccord Genuity Corp. by mail at: Canaccord Genuity Corp. 161 Bay Street, Suite 3000, Toronto, ON M5J 2S1, or by email at [email protected]; or
BMO Nesbitt Burns Inc. by mail at: Attention: BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, or by telephone at (905) 791-3151, or by email at [email protected].
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Offered Shares, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Offered Shares have not been and nor will they be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the Offered Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About Charlotte's Web Holdings, Inc.
Charlotte's Web Holdings, Inc., a Certified B Corporation headquartered in Boulder, Colorado, is the market leader in the production and distribution of innovative hemp-derived cannabidiol ("CBD") wellness products under a family of brands which includes Charlotte's Web™, CBD Medic™, CBD Clinic™, and Harmony Hemp. The Company's premium quality products start with proprietary hemp genetics that are 100-percent American farm grown and manufactured into whole-plant hemp extracts containing a full spectrum of naturally occurring phytocannabinoids including CBD, CBC, CBG, terpenes, flavonoids and other beneficial hemp compounds. Charlotte's Web product categories include CBD oil tinctures (liquid products), CBD gummies (sleep, stress, inflammation recovery), CBD capsules, CBD topical creams and lotions, as well as CBD pet products for dogs. Charlotte's Web products are distributed to more than 14,000 retail, over 8,000 health care practitioners, and online through the Company's website at www.CharlottesWeb.com. Through its vertically integrated business model, Charlotte's Web strives to improve customers' lives and meet their demands for stringent product quality, efficacy and consistency.
Forward-Looking Information
Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, "forward-looking information"). In some cases, but not necessarily in all cases, forward looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Specifically, this news release contains the following forward looking information, among others, statements regarding the aggregate value of Offered Shares that may be issued pursuant to the ATM Program, and the Company's expected use of the net proceeds of the ATM Program, if any.
Statements containing forward-looking information are not historical facts but instead represent management's current expectations, estimates and projections regarding the future of our business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including that the Company's use of proceeds of the ATM Program may differ from those indicated. Forward looking information should not be read as guarantees of future performance, actions or results.
For additional information with respect to certain of these expectations, assumptions, risks, uncertainties and other factors, and risk factors relating to the Company and the Offered Shares, reference should be made to the Prospectus Supplement and the Base Prospectus, the Company's annual information form dated March 29, 2021 and other continuous disclosure filings, which are available on SEDAR at www.sedar.com. Readers are cautioned not to place undue reliance on this forward looking information, which speaks only as of the date of this news release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking information as a result of new information or future events, or for any other reason.
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SOURCE Charlotte's Web Holdings, Inc.
Investor Contact: Cory Pala, Director of Investor Relations, (416) 594-3849, [email protected]
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