East West Bank (NASDAQ: EWBC) has accused Irwin Naturals (OTC: IWINF) and its founder, Klee Irwin, of defaulting on a $40 loan.
In a complaint files on June 16, EWB said the company and founder violated the terms of the loan agreement and diverted money meant for the company for personal use, such as landscaping at his Hawaiian property and car payments. The bank also took over the company and removed Irwin from the board of directors.
Original loan agreement
The original loan dated back to March 2022, when Klee Irwin signed a business loan agreement with EWB. The amount of that loan wasn’t disclosed, and the exhibit containing the agreement was sealed.
In February 2023, EWB provided Irwin Nevada and Irwin Canada with a $40 million senior secured credit facility. Under the terms of that agreement, Irwin was to make payments on the loan as well as stay up to date on rental payments for properties associated with the company.
Irwin also agreed to not allow its debt ratio to go beyond a certain fixed amount.
To guarantee the loan, Irwin pledged the Class A & Class B stock and assets in Irwin Nevada to EWB.
Missed deliverables
EWB alleges that Irwin missed several deliverables that caused the default on the loan. These include Irwin’s failure to:
Timely deliver financial statements for the fiscal quarter ended Dec. 31, 2022.
Obtain insurance endorsements as required.
Make a timely payment in the amount of $1 million that was due on May 16, 2023.
Make required prepayments on the credit facility.
Comply with the Total Funded Debt Ratio covenant for the fiscal quarters ended June 30, 2023, and Sept. 30, 2023.
Timely pay rent.
Comply with the limitation on incurring indebtedness in excess of $100,000.
Klee Irwin also failed to provide EWB with the investment banker models, financial information, confidential information memorandum, and list of potential buyer targets by Jan. 15, as required by the Sales Milestones section of the October 2023 Irwin Loan Agreement. He also failed to pay the outstanding principal plus all accrued unpaid interest on March 10.
EWB says it notified Irwin of the default problems on several occasions.
Diverted money
EWB claims that after notifying Irwin of all of default issues, he continually frustrated their attempts to get him to pay the loan:
Klee Irwin began taking steps to siphon the money owed – and belonging to the business – to fund his personal expenses and lifestyle.
The bank accused Irwin of self-dealing by adding several family members to the payroll even as the company was laying off employees. In addition to paying people like his wife, daughter, and goddaughter, EWB claims he used some of the loan money for living expenses for his wife, children, sister, and pets.
EWB said funds were also diverted to:
Payments for property maintenance, taxes, mortgages, landscaping, and cleaning at several of his homes (including a property in Hawaii, several properties in Topanga, California, and a studio he cosigned with his daughter in Calabasas, California)
Auto insurance and car payments for at least four vehicles.
Other unspecified expenses, including “various issues/things [that] can arise with all these assets” and “family holiday/birthday gifts.”
The exhibit that outlined all the expenses was sealed and unavailable for review.
Loan is called
Klee Irwin, founder of Irwin Naturals.
In an attempt to stop the diversion of money and self-dealing, the bank said it began to take steps to exercise its voting rights. By May, Irwin claimed he would declare bankruptcy, which would also be another event of default under the loan agreement.
On May 13, EWB said it removed Irwin from the board and appointed Michael Tucker as a board director.
The bank said in its complaint that $18,439,983.53 is owed by Irwin borrowers and $7,635,447.00 is owed by Klee Irwin. The bank asked the court to appoint a receiver for the company and remove Klee Irwin from the company altogether.
Irwin Naturals is mum
So far the company hasn’t informed its shareholders of any of these issues. The company last filed financial results in November 2023 when it reported its third-quarter earnings. At the time, Green Market Report wrote that the company was struggling to achieve profitability, despite selling off underperforming ketamine clinics while still developing its international cannabis industry footprint. The company reported losses and declining revenue at the time.
In addition to the lack of financial filings, the investor page on the Irwin Naturals website was down and unavailable when this story was published
A Nebraska legislative committee voted 5-3 against advancing a bill designed to implement and regulate the state’s medical cannabis program, leaving legislators and advocates searching for alternative paths forward, according to the Nebraska Examiner.
The General Affairs Committee rejected Legislative Bill 677, sponsored by State Sen. Ben Hansen of Blair, during a Thursday vote where committee members declined to offer amendments to the legislation, the publication reported.
“I don’t want to shut all the doors right now, but some doors are closing, and they’re closing fast, and so we have to act,” Hansen told reporters after the vote, according to the Examiner.
Nebraska voters approved medical cannabis in November 2024, with residents legally permitted to possess up to 5 ounces with a healthcare practitioner’s recommendation since mid-December. However, the regulatory commission created by the ballot initiative lacks effective power and funding to regulate the industry.
Hansen described his legislation as “a must” for 2025 to prevent a “Wild West” scenario in the state’s cannabis market. The bill would have expanded regulatory structure through the Nebraska Medical Cannabis Commission and extended deadlines for regulations and licensing to allow more time for implementation, the Examiner noted.
Committee disagreements centered on proposed restrictions. A committee amendment would have prohibited smoking cannabis and the sale of flower or bud products while limiting qualified healthcare practitioners to physicians, osteopathic physicians, physician assistants or nurse practitioners who had treated patients for at least six months.
The amendment also would have limited qualifying conditions to 15 specific ailments including cancer, epilepsy, HIV/AIDS, and chronic pain lasting longer than six months.
State Sen. Bob Andersen of Sarpy County opposed allowing vaping due to concerns about youth drug use, while committee chair Rick Holdcroft suggested selling cannabis flower would be “a gateway toward recreational marijuana,” a claim Hansen “heavily disputed,” according to the Examiner.
Hansen now faces a difficult path forward, requiring at least 25 votes to pull the bill from committee and then needing 33 senators to advance it across three rounds of debate, regardless of filibuster attempts.
Crista Eggers, executive director of Nebraskans for Medical Marijuana, remained optimistic despite the setback.
“This will not be the end,” Eggers said, according to the outlet. “Giving up has never been an option. Being silenced has never been an option. It’s not over. It’s not done.”
The legislative impasse is further complicated by ongoing litigation. Former state senator John Kuehn has filed two lawsuits challenging the voter-approved provisions, with one appeal pending before the Nebraska Supreme Court. The state’s Attorney General is also trying to do something about the hemp question, akin to other states across the country.
Nevada’s cannabis lounge experiment faces some expected growing pains, with one of just two state-licensed venues closing its doors after barely a year in business, according to the Las Vegas Weekly.
“The regulatory framework, compliance costs and product limitations just don’t support a sustainable business model,” said Thrive Cannabis managing partner Mitch Britten, who plans to convert the space into an event venue until regulations loosen up.
The closure leaves Planet 13’s Dazed Consumption Lounge as the only operational state-regulated cannabis lounge in Nevada. Dazed manager Blake Anderson estimates the venue attracts around 250 customers daily, primarily tourists. One other establishment, Sky High Lounge, has operated since 2019 on sovereign Las Vegas Paiute Tribe land exempt from state regulations.
Even with Nevada regulators conditionally approving 21 more lounge licenses, potential owners are struggling to meet the $200,000 liquid assets requirement – particularly social equity applicants from communities hit hardest by prohibition.
Recreational marijuana has been legal statewide since 2017, but public consumption remains prohibited. That’s created an obvious disconnect for the millions of tourists who visit Las Vegas annually but have nowhere legal to use the products they purchase. The state recorded roughly $829 million in taxable sales during the 2024 fiscal year.
“It always comes down to money, and it’s difficult to get a space if you can’t afford to buy a building. On top of that, getting insurance and finding a landowner who’s willing to lease to a cannabis business is a challenge in and of itself,” said Christopher LaPorte, whose consulting firm Reset Las Vegas helped launch Smoke and Mirrors, told Las Vegas Weekly.
Many think the key to future success lies in legislative changes that would allow lounges to integrate with food service and entertainment – playing to Las Vegas’s strengths as a hospitality innovator. In the meantime, the industry will continue to adapt and push forward.
“Things take time,” LaPorte said. “There’s a culture that we have to continue to embrace and a lot of education that we still have to do. But at the end of the day, tourists need a place to smoke, and that’s what these places are.”
Psyence Group Inc. (CSE: PSYG) told investors that it will be consolidating all of its issued and outstanding share capital on the basis of every 15 existing common shares into one new common share effective April 23, 2025 with a record date of April 23, 2025. As a result of the consolidation, the issued and outstanding shares will be reduced to approximately 9,387,695 on the effective date.
This is the second time a Psyence company has consolidated shares recently. In November, its Nasdaq-listed associate, Psyence Biomedical Ltd. (Nasdaq: PBM), implemented a 1-for-75 share consolidation as the psychedelics company worked to maintain its Nasdaq listing.
Psyence Group reported earnings in February when the company delivered a net loss of C$3 million and was reporting as a going concern. At the end of 2024, the company said it had not yet achieved profitable operations, has accumulated losses of C$48,982,320 since its inception.
Total assets at the end of 2024 were C$11,944,478 and comprised predominantly of: cash and cash equivalents of C$10,611,113, other receivables of C$159,808, investment in PsyLabs of C$1,071,981 and prepaids of C$68,243.
Still, the company is pushing ahead. Psyence told investors that it has historically secured financing through share issuances and convertible debentures, and it continues to explore funding opportunities to support its operations and strategic initiatives. “Based on these actions and management’s expectations regarding future funding and operational developments, the company believes it will have sufficient resources to meet its obligations as they become due for at least the next twelve months,” it said in its last financial filing.
The company said it believes that the consolidation will position it with greater flexibility for the development of its business and the growth of the company.