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22nd Century Group

Green rush turns brown for some cannabis companies

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Cannabis is not an industry for the timid. The plant remains federally illegal, with little movement toward change. Banking continues to be an issue, and legislative relief seems to be a low priority. Businesses can’t claim standard tax deductions, and rules vary wildly from state to state. And don’t forget plunging wholesale cannabis prices and a three-year bear market for cannabis stocks.

It’s no wonder some operators have thrown in the towel and left cannabis behind.

Nipped in the bud

Several recent headlines touched on cannabis operators that have pivoted into other industries.

22nd Century Group (OTC: XXII)

22nd Century was a struggling low-nicotine tobacco company that crossed the aisles to cannabis as part of the green rush. In 2022, it purchased CBD company GVB Biopharma in a deal valued at $55 million to $60 million. However, by 2023, it sold GVB for $2.5 million to reduce the company’s operating expenses and manage its debt.

Despite the refocus on low-nicotine tobacco, sales have continued to decline. The one thing working in the company’s favor is that its products comply with the FDA’s proposed new tobacco product standard for nicotine yield, and its product is the only combustible cigarette on the market that currently meets the new standard.

City View Green Holdings (OTCQB: CVGRF)

City View Green is the latest company to give up on cannabis. It received its cannabis processing license in April 2021, but never generated any revenue from its edibles business. In its most recent quarter, the company recorded a C$244,328 loss.

After warning investors in January that it was considering a pivot out of cannabis to become an investment issuer, City View announced this month that it would spin out its wholly owned subsidiary, 2590672 Ontario Inc. Following the spin-out transaction, the company said it would remain a reporting issuer to complete a reverse takeover transaction with a business that has yet to be identified.

Scotts Miracle-Gro (NYSE: SMG)

While Scotts Miracle-Grow is better known for its fertilizer, it looked like it had hit a home run in the early days of hydroponic indoor cannabis growing. The company’s subsidiary Hawthorne was racking up millions in sales. But the tables quickly turned, and losses suddenly were climbing instead of profit.

In January, Scotts decided to spin off Hawthorne.

The BC Bud Corp. (OTCQB: BCBCF)

BC Bud Corp. announced in February that it planned to shift from a pure cannabis company to an investment firm focused on digital and physical non-fiat assets, cryptocurrencies and resource sector investments. The company fulfilled that promise in March and changed its name to Digital Commodities Capital Corp. The company also changed its trading symbol to RIPP.

Neptune Wellness Solutions (NASDAQ: NEPT)

In 2023, Neptune Wellness left the cannabis industry, and the relief from that decision was evident in the company’s earnings transcript at the time. Chief Financial Officer Raymond Silcock said, “The cannabis business represented an untenable regulatory environment that was built on the expectation of deregulation. And by divesting this business, we have removed some of the obstacles in our path to profitability.”

Neptune sold its cannabis business for C$5.15 million. The company is now focused on Sprout, its organic children’s food and snack brand.

SOL Global (OTC: SOLCF)

Back in 2019, SOL Global actively spent millions to buy up cannabis companies, including Northern Emeralds, which became Bluma Wellness; MCP Wellness, a Merida property in Michigan; and a big stake in Verano Holdings Corp. By 2021, however, it had sold Bluma and engaged in a bruising battle over the Verano shares with an investor.

Meanwhile the overall company was posting big losses and trimming its cannabis holdings, reducing it to 14% of its portfolio by 2022. In November 2023, the company’s non-U.S. cannabis holdings were valued at $95.8 million, but by 2024 these had fallen to $35.8 million. Its U.S. holdings were valued at $6.7 million in November 2023, dropping to just $300,000 by November 2024.

The company’s website still includes the CBD company Simply Better Brands, Common Citizen and Jones Soda, but it mostly touts its digital assets. In February, the company announced it was planning to uplist to the Nasdaq, which would force it to get rid of any U.S. cannabis holdings.

Partial pivot

Some companies just can’t quit cannabis but have tried to stanch the bleeding by pivoting out of plant-touching businesses.

TILT Holdings (OTC: TLLTF)

TILT announced it was shifting focus solely on vape hardware and becoming an asset-light company. Originally, TILT had been a combination of brands, including cultivation facilities, dispensaries, a software business and the Jupiter vape brand. It sold the software business in 2020. Then, in 2023, the company parted ways with its CEO Gary Santo and that kicked off a further dismantling of the company.

In February, the company said it had a buyer for its Massachusetts dispensaries, but last week, investors learned the company had defaulted on its rent for properties in Massachusetts and Pennsylvania.



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22nd Century Group

Cookies Retail sues Cookies Creative over settlement breach

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Cookies Retail has filed a complaint against Cookies Creative Consulting and Promotions claiming the company didn’t follow through with a settlement agreement from a past lawsuit. The case lists several defendants but PTB Investment Holdings, LLC also known as GVB Biopharma is the one most referred to in the case.

This problem dates back to a 2023 lawsuit between the parties over an agreement to market and sell certain hemp-derived products under the “Cookies” brand. The complaint stated that the two settled the case with two main agreements. First, the deal between the two companies would be terminated. Second, PTB was required to purchase the remaining inventory of Cookies-branded products from Cookies Retail, and then Cookies Retail would receive a total sum of $4.75 million, payable in ten equal monthly installments beginning July 1, 2023.

Cookies Retail claims it packaged the products as agreed and then PTB was supposed to transport the products to an inspection site at its expense and within a specified timeframe.  Cookies Retail also alleged that PTB didn’t make any of the agreed-upon payments. The complaint goes on to say that Cookies Retail notified PTB of the settlement breaches and sent a final default notice on March 17, 2024.

Cookies Retail says it wants either the payments owed to the or to have its property returned. The complaint also states that since the payments were missed, PTB would need to all of the payments immediately.

22nd Century Group

Also noted in the complaint, Cookies Retail claims that PTB signed an agreement with 22nd Century Group (OTC: XXVI) as soon as the Cookies Retail agreement was terminated accusing the company of orchestrating a scheme to end the original sales agreement.

These allegations claim that as soon as 22nd Century Group announced it had a new deal with PTB, its stock jumped 100%. The complaint stated, “Despite the initial stock price jump, by November 2023, XXII sold its “hemp operations,” including the newly acquired Cookies license, for a mere $2.25 million to Specialty Acquisition Corp. (“SAC”), a Nevada company affiliated with current GVB employees.”

The complaint also stated that 22nd Century purchased GVB/PTB from its owner, William “Drew” Spiegel, and then sold GVB/PTB to SAC, which is also controlled by Spiegel. “Indeed, the transactions were not conducted at arm’s length but were instead part of a broader scheme to defraud Plaintiff and concomitantly to inflate XXII’s stock price,” read the complaint.

Cookies Retail is asking for $12.5 million in damages.

2253000-2253635-(conformed) complaint



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