Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) (“Trulieve” or “the Company”), a leading and top-performing cannabis company in the United States, today announced that it publicly filed a resale registration on Form S-1 (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) on January 21, 2022 to register for resale Subordinate Voting Shares of the Company issued as consideration for previously announced 2021 acquisitions.
In 2021, the Company completed the acquisition of: (i) certain assets from each of Patient Centric of Martha’s Vineyard Ltd. (PCMV) and Nature’s Remedy of Massachusetts, Inc. (Nature’s Remedy) and (ii) all of the outstanding equity of Anna Holdings LLC (Keystone Shops), Mountaineer Holding, LLC (Mountaineer) and Solevo West Virginia LLC (Solevo West Virginia). In connection with and as consideration for these acquisitions, the Company issued an aggregate of 1,577,600 of its Subordinate Voting Shares to certain stakeholders (the “Selling Shareholders”).
The Selling Shareholders may offer, sell or distribute all or a portion of their Subordinate Voting Shares publicly or through private transactions at prevailing market prices or at negotiated prices. However, the registration of the securities covered by the Registration Statement does not necessarily indicate that the Selling Shareholders will offer or sell any Subordinate Voting Shares in connection with such registration or within any specific timeframe.
On January 21, 2022, the Company also filed a post-effective amendment to its existing Resale Registration Statement on Form S-1, as amended (the “Existing Resale Registration Statement”), covering the resale of certain securities of the Company. The amendment was filed to update the Existing Registration Statement to include unaudited interim financial statements of Trulieve and certain information regarding Trulieve’s acquisition of Harvest Health & Recreation Inc. No additional securities were registered for resale by the selling shareholders under the Existing Registration Statement (the “Existing Selling Shareholders”) under the Post-Effective Amendment.
The Company is not selling any Subordinate Voting Shares under the Registration Statement or the Existing Registration Statement and will not receive any proceeds from the sale of Subordinate Voting Shares by the Selling Shareholders under the Registration Statement or by the Existing Selling Shareholders under the Existing Registration Statement, as amended. Each of the Registration Statement and the post-effective amendment to the Existing Registration Statement relating to the securities described above have been filed with the SEC but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that each of the Registration Statement and the Existing Registration Statement, as amended by the post-effective amendment, becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities.
