Cannabist agrees to exchange some 6% secured convertibles for stock

By Wendy Van Sickle

Columbus, Ohio, Jan. 24 – Cannabist Co. Holdings Inc. entered on Monday into an exchange agreement with holders of its 6% senior secured convertible notes due June 2025, according to an 8-K filing with the Securities and Exchange Commission.

The company agreed to exchange up to $25 million of the notes for common shares.

Under the terms of the agreement, by Jan. 31, holders shall exchange, assign, transfer and sell $5 million of the notes for common shares issued at a price equal to the greater of C$0.41 million and 12.5% discount to the five-day volume weighted average price of the common shares.

If the five-day volume weighted average price of the common shares is greater than C$0.47 as of the close of trading at 4:01 p.m. ET on Jan. 31, holders will transfer $5 million principal amount of notes in consideration of common shares issued at the initial exchange price on or prior to Feb. 29.

If the exchange is completed and the daily volume weighted average price of the common shares is greater than C$0.87 for five consecutive trading days and provided that the trading volume of the common shares was at least 600,000 shares on the applicable trading dates, from the period from Jan. 1 and ending on June 30, holders will transfer in three separate equal tranches, a total of $15 million principal amount of notes in consideration of common shares issued at a price per common share equal to the greater of C$0.57 per common share and the 12.5% discount to the five-day volume weighted average price of the common shares on or prior to June 30.

Based in New York, Cannabist is a cultivator, manufacturer and provider of medical and adult use cannabis products and related services with licenses in 18 U.S. jurisdictions and the European Union. The company was formerly known as Columbia Care Inc.

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