TPCO Holding Corp. (“The Parent Company” or the “Company”) (NEO: GRAM.U) (OTCQX: GRAMF), today announced that it has filed a registration statement on Form 10 (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) to register the Company’s common shares (the “Common Shares”) and share purchase warrants (the “Warrants” and, together with the Common Shares, the “Securities”) under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in advance of potentially being permitted to list the Common Shares and the Warrants on the New York Stock Exchange or the Nasdaq Stock Market.
“This is an important first step on our path to up-listing to a major U.S. exchange with Federal legalization on the horizon,” said Michael Auerbach, Chairman of The Parent Company. “The legal cannabis industry is a significant source of meaningful employment and tax opportunities, which together with the investments we are spearheading through our social equity ventures platform, has the potential to empower a new generation of cannabis entrepreneurs and address the harm that cannabis prohibition has caused.”
Mr. Auerbach added, “With support of legalization of cannabis at the federal level rising across the country, we are exceptionally well positioned with strong, highly-visible consumer brands and an innovative product offering to leverage the success we have achieved in California and lead the national cannabis opportunity.”
The Company is filing the Registration Statement to, among other things, provide liquidity to its shareholders by (a) making the Company eligible to register Common Shares issuable pursuant to the TPCO Holding Corp. Equity Incentive Plan the Securities Act of 1933, as amended (the “Securities Act”), on Form S-8 and (b) facilitating trading of the Common Shares and Warrants under Rule 144 promulgated under the Securities Act one year after the filing of the Registration Statement. The Registration Statement relating to the Securities has been filed with the SEC but has not yet become effective. The Registration Statement has also been filed on Canada’s System for Electronic Document Analysis and Retrieval (“SEDAR”). The Form 10 is available on the SEC’s website at www.sec.gov, on the Company’s SEDAR profile at www.sedar.com and on the Company’s website.
About The Parent Company:
The Parent Company (TPCO Holding Corp.) (NEO: GRAM.U) (OTCQX: GRAMF) is California’s leading vertically integrated cannabis company combining best-in-class operations with leading voices in popular culture and social impact. The Parent Company brings together global icon and entrepreneur Shawn “JAY-Z” Carter, entertainment powerhouse ROC NATION, California’s leading direct-to-consumer platform CALIVA, and leading cannabis manufacturer, LEFT COAST VENTURES, to form a cannabis industry leader for the post-prohibition era. Chief Visionary Officer Shawn “JAY-Z” Carter, one of the most recognized and celebrated entrepreneurs of our time, guides The Parent Company’s brand strategy in partnership with ROC NATION, the world’s preeminent entertainment company with a roster of culture-making artists, athletes, and influencers. The brands we build together will pave a new path forward for a legacy rooted in equity, access, and justice.
Forward Looking Statements
This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects The Parent Company’s current expectations regarding future events. The words “will”, “expects”, “intends” and similar expressions are often intended to identify forward looking information, although not all forward-looking information contains these identifying words.
Specific forward-looking information contained in this press release includes, but is not limited to, statements concerning The Parent Company’s plan to list on a major U.S. exchange and provide liquidity to its shareholders, as well as statements regarding the potential for regulatory changes relating to restrictions imposed on cannabis companies in the United States. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond The Parent Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward looking information. Such risks and uncertainties include, but are not limited to: changes in general economic, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading “Risk Factors” in The Parent Company’s Annual Information Form dated March 25, 2021, which is available on SEDAR at www.sedar.com. The Parent Company undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable U.S. federal money laundering legislation.
While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve The Parent Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of The Parent Company and any proceedings brought against the Company thereunder may adversely affect the Company’s operations and financial performance.
SOURCE The Parent Company