Charlotte’s Web Holdings Inc OTCMKTS: CWBHF Announces Closing of Secondary Offering of Common Shares


Charlotte’s Web Holdings Inc OTCMKTS: CWBHF is the market leader in the production and distribution of innovative hemp-derived cannabidiol (“CBD”) wellness products. Founded by the Stanley Brothers, the Company’s premium quality products start with proprietary hemp genetics that are responsibly manufactured into hemp-derived CBD extracts naturally containing a full spectrum of phytocannabinoids, including CBD, terpenes, flavonoids and other beneficial hemp compounds. Industrial hemp products are non-intoxicating. The rate the Company pays for agricultural products reflects a fair and sustainable rate driving higher quality yield, encouraging good farming practices, and supporting U.S. farming communities.

Charlotte’s Web is a socially conscious company and is committed to using business as a force for good and a catalyst for innovation. The Company weighs sound business decisions with consideration for how its efforts affect its employees, customers, the environment, and the communities where its employees live and where it does business, while maximizing profits and strengthening its brands. The Company’s management believes that socially oriented actions have a positive impact on the Company, its employees and its shareholders. Charlotte’s Web donates a portion of its pre-tax earnings to charitable organizations.

Shares of Charlotte’s Web trade on the Canadian Securities Exchange under the symbol “CWEB” and in the United States on the OTCQX under the symbol “CWBHF”. As at May 15, 2019 Charlotte’s Web has 37,723,942 Common Shares outstanding and 143,121.11 Proportionate Voting Shares convertible at 400:1, for an effective equivalent of 94,972,286 Common Shares outstanding.

Charlotte’s Web Holdings Inc OTCMKTS: CWBHF On May 15, 2019 announce today the closing of its previously announced underwritten public offering of 7,000,000 common shares of the Company sold by certain current shareholders (the “Selling Shareholders”) at a price of C$20.00 per share for total gross proceeds of C$140 million (the “Offering”).

The Offering was conducted pursuant to the terms of an amended and restated underwriting agreement among the Company, the Underwriters (as defined below) and the Selling Shareholders dated May 13, 2019 (the “Underwriting Agreement”). The Company did not receive any proceeds from the sale of common shares by the Selling Shareholders under the Offering.

The Offering was conducted by a syndicate of underwriters led by Canaccord Genuity Corp. and including Cormark Securities Inc., Eight Capital and PI Financial Corp. (collectively, the “Underwriters”).

Pursuant to the terms of the Underwriting Agreement, the Selling Shareholders have granted the Underwriters an over-allotment option to purchase up to an additional 1,050,000 common shares, representing 15% of the Offering, on same terms and conditions as the Offering, exercisable in whole or in part at any one time for a period of 30 days from the closing of the Offering. If exercised in full, this would increase the total size of the Offering to approximately C$161 million.

In connection with the Offering, the Company filed a prospectus supplement dated May 13, 2019 (the “Supplement”) to the final base shelf prospectus of the Company dated April 8, 2019 (the “Base Prospectus. The Supplement and Base Prospectus contain important detailed information about the Company and the Offering.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The common shares have not been and nor will they be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the common shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Charlotte’s Web in any jurisdiction in which such offer, solicitation or sale would be unlawful.