KushCo Holdings Prices $40 Million Registered Direct Offering

KushCo Holdings, Inc. (OTCQX:KSHB) a premier provider of ancillary products and services to the legal cannabis and CBD industries, today announced it has entered into definitive agreements with investors for the purchase and sale of (i) 24,242,424 shares of common stock, par value $0.001 per share and (ii) warrants to purchase up to 9,696,969 shares of common stock at a combined offering price of $1.65 per share, pursuant to a registered direct offering.

The warrants will have an exercise price of $2.00 per share, will be immediately exercisable and will expire five years from the date of issuance. The gross proceeds of the offering will be approximately $40.0 million before deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds to pay down its debt and for general corporate purposes, including, among other things, working capital, product development, acquisitions, capital expenditures, and other business opportunities. The closing of the registered direct offering is expected to take place on or about February 24, 2021, subject to the satisfaction of customary closing conditions.

A.G.P./Alliance Global Partners is acting as sole placement agent in connection with the offering.

Roth Capital Partners and The Benchmark Company, LLC are acting as financial advisors in connection with the offering.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333- 231019) previously filed with the U.S. Securities and Exchange Commission (the “SEC”). A prospectus supplement describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022 or via telephone at 212-624-2060 or email: prospectus@allianceg.com. Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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