HempFusion Completes Acquisition of Apothecanna | Your money


DENVER – (BUSINESS WIRE) – August 3, 2021–

HempFusion Well-being Inc. (TSX: CBD.U) (OTCQX: CBDHF) (FWB: 8OO) (“HempFusion” or the “Company”), a leading health and wellness company providing premium quality probiotic supplements and products containing CBD, is pleased to announce that it has finalized the previously announced acquisition of APCNA Holdings LLC (“Apothecanna”) (the “” Transaction ”).

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210803005347/en/

Apothecanna products (Photo: Business Wire)

Highlights of the transaction:

  • Apothecanna achieved over $ 3.8 million in revenue in 2020, which now triples HempFusion’s historic revenue to around $ 12 million with significant expansion slated for 2021 and beyond, which makes it immediately accretive for the company.
  • Immediate distribution to 1,800 additional stores, including CVS, significantly increasing HempFusion’s retail distribution footprint.
  • In addition to FDM and e-commerce, the transaction provides additional distribution channels, increasing HempFusion’s 5-channel strategy to 6-channel and strengthening distribution sales of topical products.
  • The robust ecommerce platform generates over 17,000 average monthly sessions and nearly $ 2.0 million in gross sales per year with a gross margin of 76% historically.
  • Product efficacy across the entire topical product line while providing a short-term opportunity for expansion into ingestible products supported by HempFusion’s proprietary formulations.
  • HempFusion’s substantial investment in regulatory compliance will help solidify Apothecanna’s leadership position in the CBD industry.

“With the recent acquisition of Sagely Naturals and the closing of the Apothecanna acquisition, HempFusion is in its strongest position to date. Not only have we significantly increased our distribution footprint and product offerings, based on 2020 pro forma revenue from all entities combined, but acquisitions bring our historic revenue to nearly $ 12 million. in US dollars, ”commented Jason Mitchell, ND, CEO of HempFusion. “We look forward to benefiting from the imprints and distribution products of Sagely Naturals and Apothecanna, which are known for their potent topical products, and to explore the opportunities to introduce HempFusion’s premium ingestible CBD into their distribution points. existing, ”continued Dr Mitchell.

The transaction was completed in accordance with the terms of the Unit Purchase Agreement dated May 14, 2021, as amended (the “Purchase Agreement”) between HempFusion, Apothecanna, all of the interest holders of Apothecanna ( the “sellers”) and Jeff Henretig, as the representative of the Sellers. Pursuant to the Purchase Agreement, HempFusion acquired 100% of the interest in Apothecanna for an initial consideration of US $ 15 million (the “Initial Consideration”), of which (i) $ 13,875,000 was settled by the issuance of 11,633,622 common shares of the Company (“HempFusion shares”) issued at a deemed value of approximately US $ 1.19 per HempFusion share, being the volume weighted average price (“VWAP”) of the HempFusion shares on the Toronto Stock Exchange (the “TSX”) for the 30 trading days immediately preceding the date of the purchase agreement, and (ii) US $ 1.125 million (943,267 HempFusion shares) are subject to a holdback to be released on the 18-month anniversary of the closing date of the transaction (the “Closing Date”), subject to certain post-closing adjustments and claims, if applicable. In addition, the Company will pay Sellers up to an additional $ 10,000,000 (“Milestone Amount”) in cash, HempFusion Shares or a combination of the two (at HempFusion’s option), subject to Apothecanna achieving certain revenue targets (with a revenue threshold of US $ 6 million) within 12 months of the closing date.

The number of HempFusion shares to be issued as part of the milestone payment, if any, will be calculated based on a deemed price that is the greater (i) of the VWAP of the HempFusion shares on the TSX for the 30 trading days immediately preceding the 12-month anniversary of the closing date, or (ii) $ 1.00 per HempFusion share.

All HempFusion shares issued under the purchase contract will be subject to contractual resale restrictions which will be released over a period of 12 months from the date of issue as follows: (i) 34% will be released on the 30th November 2021 (i.e. four months after issue), (ii) 33% will be released on March 30, 2022 (i.e. eight months after issue) and (iii) the remaining 33% will be released on July 30, 2022 (i.e. twelve months after issuance).

In addition, the Company announces that Ian deQueiroz has resigned from his position as Director of the Company effective July 30, 2021. The Board of Directors of the Company expresses its gratitude to Mr. deQueiroz for his contribution to the Company as as administrator. Mr. deQueiroz will continue in his role as head of branding and partnerships for the company. M. deQuerioz will continue to be subject to insider reporting requirements.


HempFusion is a leading health and wellness CBD company that harnesses the power of complete hemp nutrition. HempFusion distributes its family of brands, including HempFusion, Probulin Probiotics, Biome Research and HF Labs, through approximately 4,000 outlets in all 50 states of the United States and in select international locations. Built on a foundation of regulatory compliance and human safety, HempFusion’s diverse product portfolio includes 48 SKUs including tinctures, FDA proprietary over-the-counter (OTC) topicals, physician / practitioner lines and more . With a strong focus on research and development, HempFusion has 30 additional products under development. HempFusion is a board member of the U.S. Hemp Roundtable, and HempFusion’s wholly owned subsidiary, Probulin Probiotics, is one of the fastest growing probiotic companies in the United States, according to the data reported by SPIN. HempFusion’s CBD products are based on a proprietary Whole Food Hemp Complex â„¢ and are available in store or by visiting HempFusion online at www.hempfusion.com or www.probulin.com.

Follow HempFusion on Twitter, Facebook and Instagram and Probulin on Twitter, Facebook and Instagram.

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.


This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities laws (collectively, “forward-looking statements”) that relate to HempFusion’s current expectations and beliefs about future events. All statements that express or involve discussions regarding expectations, beliefs, plans, goals, assumptions or future events or performance (often, but not always, through the use of words or phrases such as ” will likely result “,” are expected “,” expects “,” will continue “,” is expected “,” anticipates “,” believes “,” estimates “,” intends “,” plans “, “Forecasts”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties that could cause actual results differ materially from those expressed in these forward-looking statements. No assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this press release should not be improperly relied upon. These statements speak only as of the date of this press release. In particular and without limitation, this press release contains forward-looking statements relating to the Transaction and related distribution, income and expansion opportunities, product effectiveness, consolidation of compliance and other plans, priorities and objectives of the Company.

Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the control of HempFusion, which could cause actual results and events to differ materially from those. which are disclosed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the impact and progression of the COVID-19 pandemic and other factors set out under ” Caution Regarding Forward-Looking Statements ” and ” Risk factors In the Company’s Annual Information Form dated March 31, 2021 and available under the Company’s profile on SEDAR at www.sedar.com. HempFusion assumes no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. New factors appear from time to time, and it is not possible for HempFusion to predict all of them or assess the impact of each of these factors or the extent to which one factor, or a combination of factors, may cause results significantly different from those contained. in any forward-looking statement. All forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement.

See the source version on businesswire.com: https://www.businesswire.com/news/home/20210803005347/en/

MEDIA CONTACT: Jason Mitchell, ND

Chairman and CEO and Director

Email: [email protected]

Telephone: 416-803-5638



SOURCE: Hemp fusion

Copyright Business Wire 2021.

PUB: 08/03/21 07:05 / DISC: 08/03/2021 07:06


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