Organigram Invests in U.S. Based Open Book Extracts Representing Inaugural Jupiter Investment

Rhea-AI Summary

Organigram Holdings Inc. (OGI) announces a $2 million minority investment in Open Book Extracts, a leading hemp-derived extracts and products provider. The investment aims to expand Organigram's footprint in the U.S. market and explore potential product launches, research collaborations, and international opportunities.

Market Research Analyst

Organigram's investment in Open Book Extracts (OBX) marks a strategic maneuver to penetrate the burgeoning U.S. hemp derivatives market. The move aligns with the growing trend of Canadian cannabis companies seeking to expand their footprint in the United States, leveraging the gradual legislative shifts favoring hemp-derived products. The investment not only offers Organigram a gateway into new market territories but also ensures a collaborative edge in product development and research.

The convertible note instrument is a savvy financial tool, allowing Organigram to potentially convert debt into equity at a favorable rate, contingent on OBX's future financing success. This positions Organigram advantageously, as they stand to benefit from OBX's growth without immediate equity dilution. Furthermore, the observer seat on the OBX board provides Organigram with a vantage point to influence and gain insights into the strategic direction of OBX's operations and market strategies.

Financial Analyst

The minority investment by Organigram reflects a calculated risk, diversified through the convertible note structure. This approach mitigates immediate risks while maintaining upside potential. The investment amount, while significant, is a small fraction of the total funding round, indicating a cautious yet optimistic approach towards OBX's market potential.

Organigram's strategic positioning through this investment is indicative of a broader industry trend where companies are hedging their bets on the future of the hemp industry. The secured nature of the note, subordinate only to one other security holder, suggests a balanced approach to risk management. The financial particulars of the note, including the maturity date and conversion discount, are standard industry practice, providing Organigram with a potential future equity stake at a reduced cost.

Legal Expert

The legal landscape for hemp-derived products in the U.S. is evolving and investments like these are indicative of the industry's response to this changing regulatory environment. The strategic rationale behind Organigram's investment in OBX underscores the importance of positioning within a market that is expected to grow significantly as regulations become more favorable.

From a legal standpoint, the structure of the investment, particularly the convertible note, is crafted to provide Organigram with a measure of protection. The note's security interest in OBX's assets, though subordinate, provides a legal claim over the company's assets should there be any default. The potential for EU GMP certification for OBX also hints at an anticipation of regulatory compliance, which would be critical for international expansion and collaboration.

North Carolina-based Open Book Extracts is a leading ingredient provider, product formulator and manufacturer of hemp-derived extracts and products.

TORONTO--(BUSINESS WIRE)-- Organigram Holdings Inc. (NASDAQ: OGI) (TSX: OGI), (the “Company” or “Organigram”) is pleased to announce a US $2 million minority investment in Steady State LLC (d/b/a Open Book Extracts) (“OBX”) in the form of a convertible note.

(Graphic: Business Wire)

Based in Roxboro within North Carolina’s “Research Triangle,” OBX specializes in legal cannabinoid ingredient production and serves as a one-stop formulation and finished goods manufacturer, simplifying its clients’ supply chains.

“We are extremely excited to make our first Jupiter pool investment in Open Book Extracts, a company that we’ve had on our radar for quite some time,” said Paolo De Luca, Chief Strategy Officer of Organigram. “OBX has a scalable platform, differentiated products, and a great team, all of which support its tremendous access to the U.S. market and leadership in the fast-growing hemp derivatives category,” he concluded.

“Organigram has consistently proven itself to be one of Canada’s leading licensed cannabis producers and has growing international ambitions which is why we are so eager to have them as an investor in OBX,” said OBX co-founder and CEO David Neundorfer. “We are pleased to receive the investment from Organigram, who share our commitment to upholding the highest standards of product quality, and we look forward to helping the company launch hemp-derived products in the U.S. over time,” added Oscar Hackett, co-founder, President, and CFO.

Strategic Rationale of the Investment

• The investment in OBX provides a further footprint in the U.S, which was a strategic priority set out in the Jupiter investment strategy.
• OBX is a professional, quality-led company that is growing quickly and is uniquely positioned to leverage the expanding legal hemp derivatives market.
• Through its investment in OBX, Organigram will gain valuable insights into the U.S. market and its consumers. In time, Organigram plans to work with OBX to explore potential product launches in the U.S.
• OBX and Organigram are currently discussing an opportunity for OBX to serve as a collaborative research partner for efficacy testing, technology development, and formulation sciences.
• OBX is nearing completion of its EU GMP certification, which will create further international collaboration opportunities between OBX and Organigram.

Select Convertible Note Particulars

• Organigram’s US $2 million subordinate secured convertible note instrument (the “Note”) is part of a larger funding round totaling ~US $15 million. The most recent investors include a fund managed by KEY Investment Partners and the Lago Innovation Fund. Existing investors of OBX include BT DE Investments Inc., a subsidiary of British American Tobacco plc. (BAT).
• The Note matures on October 16, 2026, unless converted beforehand into equity of OBX.
• If OBX completes a future equity raise of at least US $5 million, the Note will, subject to certain conditions, convert into equity at a 20% discount to the price of that financing round.
• The Note is secured by a general security charge over OBX’s assets and is subordinate only to one security holder.
• Funds will be used for general corporate purposes.
• As part of the convertible note subscription, Organigram will be granted one observer seat on the OBX board.

About Organigram Holdings Inc.

Organigram Holdings Inc. is a NASDAQ Global Select Market and TSX listed company whose wholly owned subsidiaries include Organigram Inc., a licensed producer of cannabis, cannabis-derived products and cannabis infused edibles in Canada.

Organigram is focused on producing high-quality cannabis for patients and adult recreational consumers, as well as developing international business partnerships to extend the Company’s global footprint. Organigram has also developed and acquired a portfolio of adult-use recreational cannabis brands, including Edison, Holy Mountain, Big Bag O’ Buds, SHRED, SHRED’ems, Monjour, Laurentian, Tremblant Cannabis and Trailblazer. Organigram operates facilities in Moncton, New Brunswick and Lac-Supérieur, Quebec, with a dedicated edibles manufacturing facility in Winnipeg, Manitoba. The Company is regulated by the Cannabis Act and the Cannabis Regulations (Canada).

About Open Book Extracts

Headquartered in Roxboro, N.C., Open Book Extracts is an NSF cGMP and ISO 9001-certified manufacturer of premium hemp-based cannabinoid products, aiming to be the industry’s true north by delivering premium products, exceptional service, and industry-leading transparency. With a state-of-the-art extraction campus near North Carolina’s Research Triangle, proprietary refinement and conversion methods backed by a growing IP portfolio, and a team of experienced scientists and seasoned business leaders, OBX is the trusted partner for global brands seeking to enter the marketplace.

For more information, visit https://openbookextracts.com.

Forward-Looking Information

This news release contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words and phrases or state that certain actions, events, or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, events, performance or achievements of Organigram to differ materially from current expectations or future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information include changes to market, legal and regulatory conditions, and factors and risks as disclosed in the Company’s most recent annual information form, management’s discussion and analysis and other Company documents filed from time to time on SEDAR (see www.sedar.com) and filed or furnished to the Securities and Exchange Commission on EDGAR (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this news release are made as of the date of this news release and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240326681362/en/

For Media enquiries:



Megan McCrae

Senior Vice President, Global Brands and Corporate Affairs

megan.mccrae@organigram.ca

Organigram



For Investor enquiries:



Max Schwartz

Director of Investor Relations

max.schwartz@organigram.ca

Organigram

Source: Organigram Holdings Inc.

FAQ

What is the ticker symbol for Organigram Holdings Inc.?

The ticker symbol for Organigram Holdings Inc. is OGI.

What is the nature of Organigram's investment in Open Book Extracts?

Organigram has made a $2 million minority investment in Open Book Extracts in the form of a convertible note.

What is the strategic rationale behind Organigram's investment in OBX?

The investment in OBX allows Organigram to gain insights into the U.S. market, explore potential product launches, and collaborate on research and technology development.

What are the key details of the convertible note issued by Organigram?

Organigram's $2 million convertible note will convert into equity of OBX at a 20% discount to the price of a future equity raise of at least $5 million by OBX. The note is secured by OBX's assets and grants Organigram an observer seat on the OBX board.