NEW YORK, Nov. 22, 2022 – PRESS RELEASE – Ascend Wellness Holdings Inc., a multistate, vertically integrated cannabis operator, announced that it filed a registration statement on Form S-3 containing a base shelf prospectus with the United States Securities and Exchange Commission (SEC) on Nov. 22, 2022. The registration statement is expected to become effective following review by the SEC. A corresponding preliminary base shelf prospectus (the "Canadian prospectus") has been filed with the securities regulatory authorities in each of the provinces of Canada, excluding Québec, under the U.S.-Canada multijurisdictional disclosure system (MJDS).

The registration statement (when effective) and Canadian prospectus (upon the issuance of a receipt for the final Canadian prospectus) will qualify the distribution from treasury of up to an aggregate amount of $100,000,000 worth of shares of Class A common stock, preferred stock, warrants, debt securities, subscription rights and/or units of the company (collectively, the "securities"), or any combination, over the period(s) that each of the registration statement and Canadian prospectus remain effective, respectively.

"While we do not have immediate plans to issue securities under the registration statement or the Canadian prospectus, we deemed it prudent to prepare ourselves to take advantage of markets should they evolve into a more accretive financing alternative," said Dan Neville, interim co-CEO and chief financial officer. "This filing allows us the flexibility to pursue additional financing opportunities should they become in the best interest of our shareholders."

The company became eligible to file a registration statement on Form S-3 after one year of SEC reporting, following the effectiveness of its previously filed registration statement on Form S-1. The terms of any securities to be offered under the base prospectus will be specified in a prospectus supplement, which will be filed with the applicable U.S. and Canadian securities regulatory authorities in connection with any such offering. 

The registration statement has been filed with the SEC but is not yet effective. The securities may not be sold nor may offers to buy be accepted under the registration statement prior to the time the registration statement becomes effective or under the Canadian prospectus prior to the issuance of a receipt for the final Canadian prospectus. This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the securities, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer of securities will occur solely by means of the base shelf prospectus included in the registration statement and/or the Canadian prospectus and one or more prospectus supplements that would be issued at the time of any such offering.

A copy of the registration statement can be found on EDGAR at www.sec.gov and a copy of the Canadian prospectus can be found under the company's SEDAR profile at www.sedar.com.

While Connecticut adult-use sales were anticipated to launch by the end of this year, that start date may be pushed back to early 2023.

The Department of Consumer Protection (DCP) announced Nov. 22 that the fourth remaining medical cannabis producer—Theraplant—applied Nov. 10 to convert its facility to grow adult-use and medical cannabis, and the application is still under review by the DCP.

While adult-use sales were expected to begin by the end of this year, the law in Connecticut requires at least 250,000 square feet of growing and manufacturing space to be approved for adult-use production before sales can begin. Therefore, the start of adult-use sales relies on all four existing medical cannabis producers completing the conversion process to operate within the adult-use and medical markets.

The other three producers—Advanced Grow Labs LLC, Connecticut Pharmaceutical Solutions LLC, and Curaleaf LLC—have already completed the steps to serve the adult-use and medical markets. Now, the market waits for the DCP to approve Theraplant’s application.

The DCP also announced that seven existing medical cannabis dispensaries have already received approval to sell adult-use cannabis.

Those dispensaries are as follows:

• Affinity 
• Bluepoint Wellness of Connecticut 
• C3 Torrington (Still River Wellness) 
• FDD Newington 
• FDD Stamford
• FDD Willimantic
• Willow Brook Wellness

“The Department’s priority is to have a safe, well-regulated marketplace for consumers,” said DCP Commissioner Michelle H. Seagull. “I am grateful to the Drug Control and Legal teams at DCP who have worked—and continue to work—tirelessly, since the passage of the law, toward a safe and successful market opening.”

Ascend Wellness Holdings’ executive reshuffling continued Nov. 23 with the exit of one board member and the naming of two board members amidst the multistate cannabis operator’s ongoing leadership transition.

Emily Paxhia, who co-founded Poseidon Asset Management with sibling Morgan Paxhia in 2013, submitted her resignation from the board, effective Nov. 23. According to an Ascend press release, her resignation was not a result of any disagreement with the company’s operations, policies or practices.

“On behalf of the board and everyone at AWH, we would like to thank Emily for her contributions and dedication during her tenure here,” Executive Chairman Abner Kurtin said in the release. “Emily was one of our earlier investors and has supported Ascend from the beginning. We wish her the very best in her continued leadership in the industry.”

Also effective Nov. 23, Ascend appointed interim co-CEO and Chief Financial Officer Dan Neville and Joshua Gold (independent) to the company’s board of directors.

Neville, who has been with the company since March 2019, was named a co-CEO with president and co-founder Frank Perullo on Sept. 28, when Ascend first announced its leadership transition plan as founder and former CEO Kurtin awaited his arraignment hearing after a domestic battery charge earlier that month.

RELATED: Ascend Shuffles Leadership Team After CEO’s Domestic Charge

Two days later, on Sept. 30, the battery charge was dismissed, according to the Miami-Dade County Clerk of Courts.

Ascend’s board now includes five directors: Kurtin, Perullo, Neville, Scott Swid and Gold.

Gold joins the New York-based MSO as he continues to serve as a general partner of Inverness LLC and Blue Flag Partners LLC in Boston.

His bio is below:

Gold was the co-founder and chief operating officer of Three Bays Capital in Boston. Previously, he was a managing director at Jefferies & Co., where he served as head of client relationship management and member of the equity operating committee. Prior to Jefferies & Co., Gold served in various roles at Goldman Sachs & Co., Donaldson Lufkin & Jenrette, DeMatteo Monness LLC and Bear Stearns & Co. He recently served on the board of Urbn Leaf in San Diego.

Gold has served on the board of directors and executive committee of the Managed Funds Association (MFA) in Washington, D.C. He also served on the investment and finance committees at The Rivers School in Weston, Mass. Gold is the co-chairman of the board of directors of Team IMPACT and the co-founder of the Boston Investment Conference. He received a bachelor’s degree in Government and Law from Lafayette College in Easton, Pa.