Jushi Holdings Inc. Enters Private Placement Agreement for Second Lien Notes and Warrants

Jushi Holdings Inc. made a recent announcement regarding its private placement agreement involving Second Lien Notes and Warrants. The Company revealed that on February 18, 2025, it entered into subscription agreements with certain investors, agreeing to issue and sell approximately US$5.1 million principal amount of 12% Second Lien Notes due 2026 and detached warrants for the purchase of subordinate voting shares in a private placement offering.

The net proceeds from the sale of the Notes and Warrants are estimated to be around US$4.6 million. The issuance of the Notes aligns with the Company’s existing Trust Indenture, dated as of December 7, 2022, and will carry a ten percent original issue discount.

As part of the agreement, subscribers will have the right to purchase up to an aggregate of approximately 8.6 million warrants of the Company’s subordinate voting shares. Each Warrant is exercisable for one subordinate voting share of the Company, with an exercise period of five years from the issuance date.

Notably, James Cacioppo, the Chief Executive Officer, Chairman, and Founder of Jushi Holdings Inc., has subscribed for a substantial portion of the Notes, totaling approximately US$3.7 million. Denis Arsenault, another Founder and significant equity holder, has subscribed for C$2.0 million principal amount of Canadian dollar denominated Notes.

These Notes and Warrants have not been registered under the United States Securities Act of 1933 and were offered only to accredited investors. The Company intends to utilize the net proceeds from the Offering to support various corporate activities, including working capital, capital expenditures, and potential acquisitions.

In a separate development, on the same date, the Company disclosed that certain affiliates had sold approximately US$6.0 million of United States employee retention credit (“ERC”) tax refund claims, yielding net cash proceeds of approximately US$5.1 million. The Company retains approximately US$3.0 million of additional ERC tax refund claims with the United States Internal Revenue Service.

Both transactions are subject to the approval of a special committee of the Company’s board of directors, comprised of all independent directors. Additional details regarding the Warrants and transactions are available in the official filings of the Company.

It should be noted that the above summary is not exhaustive, and interested parties are encouraged to refer to the official form of Warrant filed as exhibit 10.1 in the Current Report on Form 8-K for a comprehensive understanding of the terms.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Jushi’s 8K filing here.

About Jushi

Jushi Holdings Inc, a vertically integrated cannabis company, engages in the cultivation, processing, retail, and distribution of cannabis for medical and adult-use markets. The company offers flower, extracts, concentrates, edibles, oil, pre-rolls, tinctures, capsules, softgels, cannabis-infused gummies and ultra-premium chocolate, and topicals products, as well as vaporization devices and cartridges under The Bank, The Lab, Nira+ Medicinals, Sèchè, Tasteology, and Hijinks brands.