Pervasip Releases Shareholder Letter

Rhea-AI Summary

Pervasip Corp. (OTCPK: PVSP) announced key developments in a letter from CEO German Burtscher to shareholders. Despite market challenges, its Artizen subsidiary streamlined operations, cut costs, and expanded its brand. A spin-out planned for Artizen will allow it to trade independently on OTCQB, with a total of 100 million shares issued, benefiting both common and preferred shareholders. Following the spin-out, Pervasip aims to refocus on technology acquisitions to combat water scarcity issues, potentially tapping into the $1.6 trillion global water market. The restructuring will enhance shareholder value and eliminate existing dilution sources.

Positive

• Artizen's spin-out is expected to position the company for significant growth.
• Pervasip will retain 80% of its fully diluted shares post-spin-out.
• Plans to access the global water market, projected to reach $1.6 trillion by 2028, offer new revenue opportunities.
• Non-dilutive financing of $2 million secured in 2022.

Negative

• Need for significant equity infusion to accelerate Artizen's growth.
• Challenges in securing long-term financing on favorable terms.
• Pervasip's liquidity and share price have declined since acquiring Artizen.

SEATTLE, March 02, 2023 (GLOBE NEWSWIRE) -- Pervasip Corp. (OTCPK: PVSP) (“Pervasip” and the “Company”) today announced that its President and Chief Executive Officer, German Burtscher, issued the following letter to Pervasip’s shareholders.

Dear Shareholders:

During 2022, despite challenging market conditions, economic pressures, and political uncertainty, Pervasip’s Artizen subsidiary achieved several significant accomplishments, including rationalizing its business, reducing costs, adding to its executive team, expanding its premium brand collection, and identifying actionable growth opportunities for licensed wholesale and retail operations in Washington and several other states to establish Artizen as a vertically integrated multi-state operator (“MSO”). Diversification by exploiting those opportunities and replicating Artizen’s existing foundation and proven formula in additional markets is a key strategic focus moving-forward, especially given the favorable valuation dynamics of MSOs and anticipated future legalization – moving from a one state to a multi-state footprint yields higher valuation multiples.

Funding those efforts with sufficient long-term financing on accretive terms for Pervasip’s shareholders has eluded us despite our best efforts since Pervasip acquired Artizen in September 2021. Pervasip’s liquidity and share price were much higher at the time, and the combination enabled us to structure an initial $3 million preferred equity financing on fixed price conversion terms that included cash redemption features to minimize dilution. However, that financing was unfortunately frustrated by counter-intuitive reductions in Pervasip’s liquidity and share price after the Artizen closing. We were subsequently able to complete $2 million in non-dilutive financing during 2022 as we kept new common stock dilution to less than 10% of Pervasip’s outstanding common shares, but the Artizen business needed a significant permanent equity infusion to kick growth into overdrive.

That equity infusion is still needed, and timing is very important. The valuations and fates of MSOs and other participants in the cannabis industry have vacillated in several waves since state legalization commenced. We believe that increased legalization is inevitable in time, both at the federal level and in the form of an improved regulatory environment in Washington. Preparing Artizen for that day with long-term equity capital on shareholder friendly terms is an essential aspect of our plans.

Artizen Spin-Out

To that end, we previously announced Pervasip’s plan to distribute 100% of its equity in Artizen to Pervasip’s shareholders, and thereby enable Artizen to commence trading as a separate public company with an initial listing on OTCQB. Critically, and in contrast to Pervasip’s current capital structure, the structure of the spin-out transaction will not include convertible securities of any kind, and it will result in Artizen having 100,000,000 fully diluted issued and outstanding common shares upon completion. 15,000,000 of those shares will be distributed to Pervasip’s common shareholders of record on the record date of the spin-out transaction. The remaining 85,000,000 shares will be issued to Pervasip’s preferred shareholders of record as of the same date. As previously stated, we believe that a properly capitalized Artizen has the potential to justify a current valuation of more than $50 million without accounting for growth. And we strongly believe that the Pervasip spin-out transaction will finally give us the ability to access and leverage a fair valuation to raise long-term growth capital on shareholder friendly terms.  

We are extremely excited by the potential of that transaction to position Artizen for significant growth while simultaneously giving all Pervasip common shareholders more than a “double” on their current positions in Pervasip. That “doubling” prospect is extremely important to us, and we have several surprises planned to facilitate and amplify that result.

The New Pervasip

While Pervasip common shareholders of record at the spin-out closing date will collectively receive 15% of Artizen’s common shares in addition to keeping their existing Pervasip common shares, Pervasip’s Series K preferred stock will be restructured immediately after completing the Artizen spin-out to reduce the applicable conversion rights from 85% of Pervasip’s fully diluted issued and outstanding stock to 20%. Importantly, that 20% then will also absorb the full impact of all other Pervasip convertible equity and debt securities. As a result, in addition to receiving 15% of Artizen in the spin-out transaction, Pervasip’s common shareholders will collectively hold 80% of Pervasip’s fully diluted shares immediately after the spin-out transaction instead of the current 15%.

Next, we are equally excited by our plans for Pervasip. Using our collective network across the US and international, supported by personal and professional experiences over the past 20 years, we have identified several technology and other acquisition opportunities to bring into Pervasip, all focused on one single global opportunity.

Cannabis cultivation has emerged as a significant factor contributing to water scarcity in some regions of the United States. Due to the plant's high-water requirements, large-scale cannabis cultivation can place a significant strain on local water supplies, particularly in areas that are already experiencing drought conditions or have limited water resources. Beyond cannabis, water scarcity is becoming an increasingly pressing issue in the United States and worldwide, with drought conditions affecting many regions across the country. These conditions are driven by a variety of factors, including climate change, population growth, and increasing demands on water resources for agriculture and other uses. As a result, many communities are facing significant challenges in securing adequate supplies of clean water for drinking, irrigation, and other needs. These challenges have a range of impacts, from economic to social and environmental, and they are affecting both urban and rural areas globally. With the potential for these challenges to continue and worsen in the years to come, addressing water scarcity will be a critical issue for policymakers, businesses, and individuals alike.

Water is a mission critical issue in our industry. Many of our partners are involved in large scale traditional farming in the United States and Europe. And I have found myself in numerous discussions about the need to find solutions to combat water scarcity, whether approached from harvesting more water, or finding new ways to clean existing water, or finding technologies and methods for plants to use less water or elevate growth rates while using the same amount of water. After months of careful research and analysis, we have determined that there are extraordinary highly profitable opportunities in water, including remarkable new technologies to improve pre-existing water production methods, and acquiring, rolling up, and upgrading existing cash flow producing water production assets. Further, while cannabis cultivation is certainly a target channel for commercialization of new water production technologies and methods, the market is far larger. According to a report by Grand View Research, the global water market size was valued at $838.2 billion in 2020, and it is expected to grow to $1.6 trillion by 2028. Capturing even a small share of that market would enable remarkable shareholder wealth.     

Our focus at the new Pervasip after the Artizen spin-out will therefore be on (1) negotiating acquisitions for a select set of sufficiently commercial technologies and cash flow producing assets, (2) providing initial capital to build projects based on those technologies and assets, (3) acquiring the management, technical staff, and other personnel needed to operate and grow with those assets,  and (4) yes, renaming the company to better reflect Pervasip’s new mission.

Thus, we are extremely excited about the prospects of the Artizen spinout and Pervasip moving forward, both of which will be positioned to maximize shareholder value while eliminating all existing sources of dilution.

As mentioned before, Pervasip will also have audited financials post Artizen spin-out and begin the process of uplisting to OTCQB and eventually to NASDAQ. This is an exciting time for all of us, and I urge you to be on the lookout for announcements over the coming weeks and months.

Best Regards,
German Burtscher
President and Chief Executive Officer
Pervasip Corp.

Pervasip Corporation

Pervasip Corp., a developer of companies and technologies in high value emerging markets, owns Artizen Corporation and its subsidiary, Zen Asset Management LLC, a diversified asset management company founded to acquire, develop, and support companies and technologies in the cannabis industry. ZAM’s existing clients operate four licensed cannabis cultivation and one processing facility in Washington. Most of the biomass produced by these independent cultivators has been sold historically under the Artizen™ brand, including all-time top selling products in flower in Washington state. Additional information on Artizen-branded products is available online at www.artizencannabis.com. Pervasip additionally owns 5% of KRTL Biotech, Inc., a developer of biotechnologies with a focus on pharmaceutical applications of cannabinol and psilocybin. Additional information on KRTL is available online at www.krtlbiotech.com.

Forward-Looking Statements
This news release contains statements and information that, to the extent that they are not historical fact, may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information may include financial and other projections, as well as statements regarding future plans, objectives, or economic performance, or the assumption underlying any of the foregoing. In some cases, forward-looking statements can be identified by terms such as may, would, could, will, likely, except, anticipate, believe, intend, plan, forecast, project, estimate, outlook, or the negative thereof or other similar expressions concerning matters that are not historical facts. Examples of such statements include, but are not limited to, statements with respect to the objectives and business plans of the Company; ability to realize benefits from its recent corporate appointments; ability to retain its key personnel; the intention to grow the Company’s business and operations; the competitive conditions of the industries in which the Company operates; and laws and any amendments thereto applicable to the Company. Forward-looking information is based on the assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The material factors and assumptions used to develop the forward-looking information contained in this news release include, but are not limited to, key personnel and qualified employees continuing their involvement with the Company; and the Company’s ability to secure financing on reasonable terms. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, including, without limitation, risks relating to the future business plans of the Company; risks that the Company will not be able to retain its key personnel; risks that the Company will not be able to secure financing on reasonable terms or at all, as well as all of the other risks as described in the Company’s periodic disclosure statements. Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking information speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company’s management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The Company does not undertake any obligation to update any forward-looking information to reflect information or events after the date on which it is made or to reflect the occurrence of unanticipated events, except as required by law, including securities laws.

For further information, please contact:
T:            (206) 590-2408 Ext 102
E:            info@pervasip.net       

        

FAQ

What is the significance of the Artizen spin-out for Pervasip (PVSP)?

The spin-out will allow Artizen to trade independently, potentially enhancing its valuation and growth opportunities while reducing dilution for Pervasip shareholders.

How will Pervasip (PVSP) benefit from the global water market?

Pervasip aims to capitalize on the growing global water market, projected to grow from $838.2 billion in 2020 to $1.6 trillion by 2028, identifying profitable opportunities in water-related technologies.

What percentage of Artizen shares will Pervasip shareholders receive?

Pervasip common shareholders will receive 15% of Artizen’s common shares after the spin-out.

How has Pervasip's (PVSP) financing situation affected its growth?

Pervasip has struggled to secure long-term financing on favorable terms, which has hindered the growth of its Artizen subsidiary.

What are the future plans for Pervasip (PVSP) after the spin-out?

Post-spin-out, Pervasip will focus on technology acquisitions and enhancing its operations to address significant water scarcity challenges.