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Delta 9 Cannabis files for bankruptcy, cites SNDL actions as one reason

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Delta 9 Cannabis Inc. (TSX: DN) (OTC: DLTNF) obtained an initial order for creditor protection from the Court of King’s Bench of Alberta under the Companies’ Creditors Arrangement Act (CCAA). The initial order provides for a 10-day stay of creditor claims for it and its subsidiaries: Delta 9 Logistics Inc., Delta 9 Bio-Tech Inc., Delta 9 Lifestyle Cannabis Clinic Inc. and Delta 9 Cannabis Store Inc.

Delta 9 also told investors it expects that the Toronto Stock Exchange might consider delisting the company.

In a statement, the company said that the decision to declare the Canadian version of bankruptcy was made after consideration of the cash and liquidity position of the company, the amount of debt, and the company’s inability to repay such debt over the next twelve months. That includes payments to suppliers and trade creditors and the limited ability to raise further capital.

The company also cited aggressive actions by SNDL Inc. on May 21 and July 12, as well as SNDL Inc.’s recent acquisition of its senior secured debt, which also played a material role in the decision to seek creditor protection.

FIKA deal

To fend off the creditors, Delta 9 said it entered into a deal with 2759054 Ontario Inc., which operates as The FIKA Company, to act as plan sponsor to the CCAA proceedings. The FIKA Company is a Canadian cannabis retailer operating 144 stores under multiple banners.

The proposal would see FIKA buying the cannabis retail store business, as well as the logistics and distribution business, while selling the assets of the licensed cannabis production business in exchange for equity of the plan sponsor and the satisfaction of certain secured debt.

FIKA agreed to pay for the bankruptcy proceedings through interim financing and will present one or more plans of compromise or arrangements to the creditors.

“We are pleased to have entered into the Plan Sponsor Term Sheet with FIKA in a series of transactions which we believe will maximize value for our stakeholders, shareholders, and creditors,” said John Arbuthnot, CEO of Delta 9.

FIKA terms

The statement noted that FIKA will provide up to C$16 million in interim financing to fund the CCAA proceedings, including up to C$3 million to fund the costs of the CCAA proceedings and up to C$13 million to repay the secured obligations owing to SNDL Inc. following its senior secured second-lien convertible debenture dated March 30, 2022.

FIKA also proposed repayment of C$27,868,284 of additional secured debt to SNDL, which were recently acquired by SNDL from Connect First and Servus Credit Union Ltd.  FIKA also said it will fund the plan, including a distribution to unsecured creditors of at least C$750,000.

Declining results

Delta 9 last reported its earnings for the first quarter that ended in March. The company reported total net revenue was C$16.5 million versus C$16.9 million for the three months ending March 31, 2023, a decrease of 2%. Sequential net revenue decreased 6% versus C$17.5 million for the three months ending Dec. 31, 2023.

Management attributed the decrease in both year-over-year and sequential net revenue to decreases in B2B and ancillary product revenue in the company’s retail network.

The company also reported a loss from operations in the quarter of C$2.9 million. As of March 31, the company reported a working capital position of negative C$38.7 million.



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Massachusetts regulators order single-lab testing to combat cannabis lab shopping

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Massachusetts regulators will require cannabis businesses to use a single laboratory for all compliance testing in an effort to prevent companies from shopping around for favorable test results.

The state’s Cannabis Control Commission voted 3-0 to require licensed businesses submit testing samples to one independent laboratory starting April 1, 2025, according to an administrative order advanced Thursday. The new rule is meant to close loopholes that some say have allowed companies to shop around for labs to juice their numbers for market share.

“This administrative order continues our mission of being a strong regulator,” Acting Executive Director Debbie Hilton-Creek said in a statement.

Under current rules, companies can split testing among multiple labs. The practice has led some facilities to report suspiciously high THC levels or overlook contamination to attract business.

The commission’s enforcement team said the changes would reduce risks of noncompliant products reaching consumers and improve audit capabilities. The move follows a November listening session in which testing concerns were raised, according to the announcement.

If an original testing lab needs to subcontract work, they must first obtain commission approval and demonstrate they are “incapable of performing certain required tests due to a hardship.” Labs also can only subcontract with one other facility at a time.

“The commission shall only approve subcontracting agreements when the Originating Independent Testing Laboratory is incapable of performing certain required tests due to a hardship relative to its facilities, instrumentation, personnel, or required consumable materials or in the event of an actual or potential conflict of interest,” according to the order.

Results must be uploaded to the state’s tracking system within 72 hours, with all certificates of analysis containing the complete testing results, including any subcontracted work, it said.

The commission will also begin publishing THC test results on its public data platform and establishing regular meetings with licensed laboratories to improve oversight.

The commission thus far has struggled to implement effective testing oversight. Earlier this year, the agency contracted with a private lab for a “secret shopper” program to verify retail products’ test results, Green Market Report previously reported. Unlike other major cannabis markets such as California and Colorado, Massachusetts lacks a state reference lab to independently verify commercial lab results.

Analysis of testing data by MCR Labs found that across multiple states, laboratories reporting higher THC concentrations tend to increase their market share while those reporting average failure rates lose business, according to Chemical & Engineering News.



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Cansortium completes merger with RIV Capital, plans to scale up in New York

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Florida-based Cansortium (CSE: TIUM.U) (OTCQB: CNTMF), which does business as Fluent, has finalized its megamerger with New York-based RIV Capital, (CSE: RIV) (OTC: CNPOF), creating a new multistate operator that has a footprint in four states with 42 operational dispensaries.

The move gives Cansortium immediate access to New York, one of the fastest-growing legal marijuana markets in the nation, along with its existing portfolio of cannabis shops and grows in its home state, Pennsylvania and Texas. The company now owns eight total cultivation and processing facilities, which it said in a press release would allow it to bolster the Fluent brand even more going forward.

The company reportedly has $33 million in the bank with which to finance further acquisitions, it said in a Thursday announcement.

Another major winner in the deal is Scotts Miracle-Gro, which has a sizable stake in RIV Capital through its subsidiary The Hawthorne Collective. Existing shares will be converted into 1.245 shares of the newly formed Fluent, eliminating $160 million in company debt.

Shareholders of Cansortium will own 51.25% of the new Fluent, while shareholders of RIV Capital will own 48.75%, the company said. The company will continue trading under Cansortium’s existing ticker symbols on the Canadian Securities Exchange and the Over-The-Counter markets.

Cansortium CEO Robert Beasley will continue to lead the new company, and RIV Capital interim CEO David Vautrin will serve as the new company’s chief commercial officer.

Beasley said in the release that Fluent intends to scale up wholesale operations in New York to boost its Moods brand of marijuana products and “gain additional shelf space in dispensaries across the state,” which he said has “immense potential.”

The merger could prove key to the long-term prospects for both Cansortium and RIV Capital. Cansortium posted an $11.7 million net loss for the third quarter of 2024, and RIV Capital reported a $63.4 million net loss for the same period.

“Looking ahead, we remain focused on sustainable, long-term growth and will continue to drive efficiencies across all areas of the business to achieve our profitability and cash generation goals,” Beasley said.



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The Daily Hit: December 19, 2024

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News from: US Farm Bill, Fluent Cannabis, Massachusetts and more.

The Daily Hit is a recap of the top financial news stories for Thursday, December 19, 2024.

On the Site

Farm Bill extension leaves hemp industry rules intact for now, including intoxicating products

The farm bill extension would run through March 2025.

Read more here.

Cansortium completes merger with RIV Capital, plans to scale up in New York

Scotts Miracle-Gro, which is a major investor in RIV, also benefits from the deal.

Read more here.

Massachusetts regulators order single-lab testing to combat cannabis lab shopping

The rule change follows growing evidence of inconsistent testing practices in the state’s $7 billion cannabis industry.

Read more here.

Nine New York social equity retailers ask to join lawsuit halting cannabis licensing for 3rd time

A court filing argued that the group of CAURDs are in danger of bankruptcy if the injunction is not removed soon.

Read more here.

In Other News

Greenway Greenhouse Cannabis Corp.

Greenway Greenhouse Cannabis Corp. entered into an asset purchase agreement to acquire all of Choice Growers’ consumer packaged goods brands, SKUs and listings of the brands, trademarks, goodwill and other associated intellectual property. This acquisition encompasses all of Choice Growers’ brands, including Grapefruit God Bud (also known as Grape God), The Jeffrey, Watermelon Pebbles, Pink Lemonade, Duke Nukem, Tangerine Dream and Blackberry Cheesecake.

Read more here.

Innocan Pharma Corp.

Innocan Pharma Corp. intends to complete a non-brokered private placement of up to 3.5 million units of the company at a price of C$0.20 per unit for gross proceeds up to C$700,000 plus 15% overallotment options. The offering is expected to close on or around Dec. 31.

Read more here.



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