M&A - iANTHUS CAPITAL HOLDINGS, INC.

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Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025018927

Filing Summary: On February 7, 2025, iAnthus Capital Holdings, Inc. announced the entry into an Asset Purchase Agreement dated February 6, 2025, involving an agreement between certain indirect wholly-owned subsidiaries of iAnthus and various buyers. The Sellers, including iAnthus Arizona, LLC, agreed to sell assets related to their cannabis business in Arizona, including two dispensaries, a processing facility, and a cultivation/processing facility. The total consideration for the assets is $36.5 million, which includes $20 million in cash at closing and a $16.5 million promissory note. The agreement outlines cash adjustments and includes customary representations and warranties from the Sellers, with certain covenants to protect business continuity. The transaction is subject to standard closing conditions and can be terminated if not completed by February 15, 2025. Additionally, the agreement contains indemnification provisions for both parties.

Additional details:

Entry Into Material Definitive Agreement Date: 2025-02-06


Purchase Price: 36.5 million


Cash Payment At Closing: 20 million


Promissory Note Amount: 16.5 million


Closing Date: February 15, 2025


Indemnity Escrow Amount: 1.5 million


Interest Rate On Note: 6%


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