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SAN JOSE, Calif., Oct. 11, 2021 /PRNewswire/ - TPCO Holding Corp. ("The Parent Company'' or the "Company") (NEO: GRAM.U) (OTCQX: GRAMF), today announced that its amended registration statement on Form 10 (the "Registration Statement") originally filed with the Securities and Exchange Commission ("SEC") on August 9, 2021 became effective on October 8, 2021.
The Registration Statement registered the Company's common shares (the "Common Shares") and share purchase warrants (the "Warrants" and, together with the Common Shares, the "Securities") under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") in advance of potentially being permitted to list the Common Shares and the Warrants on the New York Stock Exchange or the Nasdaq Stock Market. As a result of the registration of the Securities, the Company will, among other things, now file periodic (Forms 10-K and 10-Q) and current (Form 8-K) reports with the SEC.
"With the SAFE Banking Act heading to the Senate and national support for cannabis reform at an all-time high, we are working quickly to capitalize on the opportunity to up list to a mature US exchange following further advancement at a Federal level," said Troy Datcher, Chief Executive Officer of The Parent Company. "Our successes in California have provided us with a strong foundation that we expect to leverage nationally as the industry grows. Up listing our shares will provide seamless access across all trading platforms and applications, enabling a broader pool of investors to share in our success as we become the most impactful cannabis company in the world."
The Registration Statement was filed to, among other things, provide liquidity to its shareholders by (a) making the Company eligible to register Common Shares issuable pursuant to the TPCO Holding Corp. Equity Incentive Plan the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 and (b) facilitate trading of the Common Shares and Warrants under Rule 144 promulgated under the Securities Act of 1933, as amended, one year after the filing of the Registration Statement.
About The Parent Company:
Formed in January 2021, The Parent Company is a leading vertically integrated California cannabis company. The company's three manufacturing facilities provide access to high-quality, low-cost cannabis, while its vast wholesale distribution network of more than 450 California dispensaries, a premier direct-to-consumer omnichannel platform, now expanded to five consumer delivery hubs and eleven omni-channel retail locations, currently service just over 80% of the largest legal cannabis market in the country. The Company's curated product portfolio includes eight of the most valuable and scalable brands in cannabis, including Monogram by Shawn "JAY-Z" Carter, Caliva, Deli, Fun Uncle, and Mirayo, which sets the tone for The Parent Company's industry leadership in California and beyond.
In addition to its vast manufacturing infrastructure, consumer reach and cultural influence, The Parent Company is committed to using its resources and status to play a significant role in molding a more equitable cannabis industry. Its social equity ventures initiative, established by Chief Visionary Officer Shawn "JAY-Z" Carter, was created to break down the systematic barriers Black and other minority entrepreneurs face as they endeavor to secure meaningful participation, growth and leadership in the multibillion-dollar legal cannabis industry.
Shares of The Parent Company common stock are traded on NEO Exchange under the ticker symbol "GRAM.U" and on the OTCQX under the ticker symbol "GRAMF".
Forward Looking Statements
This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects The Parent Company's current expectations regarding future events. The words "will", "expects", "intends" and similar expressions are often intended to identify forward looking information, although not all forward-looking information contains these identifying words.
Specific forward-looking information contained in this press release includes, but is not limited to, statements concerning The Parent Company's plan to list on a major U.S. exchange and provide liquidity to its shareholders, as well as statements regarding the potential for regulatory changes relating to restrictions imposed on cannabis companies in the United States. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond The Parent Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward looking information. Such risks and uncertainties include, but are not limited to: changes in general economic, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading "Risk Factors" in the Registration Statement, which is available on the SEC's website at www.sec.gov and on SEDAR at www.sedar.com. The Parent Company undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable U.S. federal money laundering legislation.
While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve The Parent Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of The Parent Company and any proceedings brought against the Company thereunder may adversely affect the Company's operations and financial performance.
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SOURCE The Parent Company