Flower One Holdings Inc.  (OTCQX: FLOOF) completed an initial debt restructuring, closed on $10 million of a non-brokered convertible debenture offering that could rise to $25 million, and made changes to its Board of Directors and executive management team. The company recently defaulted on payments such as $262,500 due on January 1, 2021 in connection with a loan from RB Loan Portfolio I, LLC  and lease payments in the amount of $526,677 due on January 5, 2021 in connection with the company’s lease of the greenhouse facility located at 3950 North Bruce Street in North Las Vegas.

Flower One had also not paid the January lease payment of $248,268 in connection with the lease of its cultivation and production facility at 343 Neeham Road in North Las Vegas, and interest payments due on two other loans (totaling $152,306 and $27,575), all of which were due January 1, 2021.

“Coupled with the Board and Management changes, the combination of the cash infusion, debt conversions, and debt and lease restructurings better positions the company’s Balance Sheet and debt service obligation,” said Interim CFO Richard Groberg. “With these steps, as well as recent cost rationalizations, Flower One has more flexibility to further its evolving cultivation, production, and sales strategies to serve the expanding Nevada market for cannabis consumption.”

New CEO

Kellen O’Keefe has been appointed from his previous position of Chief Strategy Officer to Flower One’s President and Interim Chief Executive Officer. Ken Villazor stepped down as Flower One’s Chief Executive Officer, President, and Chairman of the Board, positions he has held since January 1, 2018. Salpy Boyajian has been appointed as Executive Vice President, from her previous position of COO of Nevada Operations, and also has been appointed as Chairman of the Board.

“Today marks a transformational moment in Flower One’s history as we welcome prominent, industry-leaders to our Board of Directors as well as further strengthening our management team,” said O’Keefe. “We have taken the first steps towards properly capitalizing the business, restructuring our debt, and better positioning the Company for long-term success. We are excited about the future for cannabis in Nevada and are committed to our promise to deliver exceptional quality cannabis at accessible prices.”

Debt Restructuring

Flower One reached a modification agreement with its secured lender, RB Loan Portfolio II with respect to its existing $30 million term debt and with RB Loan Portfolio 1, LP, for an existing $16.9 million equipment financing. The company extended the maturity date from June 27, 2021, to December 21, 2021, and modified the interest rate to 14%, with 12% paid monthly and 2% paid at maturity, and the addition of an “Exit Fee” of $1 million payable upon payment in full of the Term Loan on the Maturity Date. Certain conditions were placed on the loan modification and the company listed them as follows:

• the requirement that the Company pay certain previously defaulted obligations
• that the Company complete of at least the Initial New Equity and the Subsequent New Equity by March 5, 2021
• a Loan Modification Fee equal to 3% per annum on the outstanding principal of the Term Loan from May 19, 2020 until the “Effective Date” of the Term Loan Modification (January 25, 2021)
• Flower One common shares in an amount equal to US$1,200,000 (with such common shares is subject to a six month lock-up agreement)
• the grant of one-half warrant for each share granted, such warrants being exercisable for three years at a price of C$0.31, and reimbursement of Lender expenses

The company also entered into a Lease Modification Agreement with regard to the Master Lease Agreement dated February 1, 2019, for equipment lease financing of certain equipment at the Bruce St. Facility, pursuant to which the Lessor has agreed to forbear existing events of default and make certain modifications to Master Lease. The company was able to reduce the monthly payments. In connection with the Loan Modification Agreement, the company has issued US$1,200,000 worth of equity units.

Flower One closed on $10 million of a non-brokered Convertible Debenture Offering of up to $25 million “Debenture Units”. The company said expects to close the second tranche of the Offering at or about the end of February 2021. The net proceeds are intended to be used for working capital, previous debt obligations, and general corporate purposes. In connection with the initial closing under the offering, the company issued a total of 12,824 Debenture Units at a price of C$1,000 per Debenture Unit.

New Board Members

New additions to the Board include Mitchell Kahn, Eliza Gairard, and Kellen O’Keefe, effective January 26, 2021. Mr. Kahn, Mrs. Gairard, and Mr. O’Keefe will join the Board in addition to current Directors, Salpy Boyajian and Nitin Kaushal. Nitin Kaushal, who was recently appointed to the board, will serve as the Chair of the Company’s Audit, Risk and Finance Committee. Effective January 26, 2021, Amit Varma, David Wesley, and Ken Villazor have stepped down from the Board.