Marijuana, Cryptocurrencies Together for First Time in an IPO

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There may not be an older brand in the marijuana sector than High Times, a 44-year old magazine dedicated to all things cannabis. In early July the company, known as Hightimes Holding Corp., filed for a crowdfunded initial public offering (IPO) to raise up to $50 million under Regulation A+ of the U.S. Securities and Exchange Commission (SEC).

Last week, the company said it would accept both bitcoin and ethereum cryptocurrencies from investors, making it the first company in any sector to accept cryptocurrencies in an IPO. Investors will pay $11 per share and must purchase a minimum of nine shares ($99) with a debit or credit card, or, as of last week, bitcoin or ethereum.

High Times CEO Adam Levin commented:

Cryptocurrencies have created a new investor base across the world—we’re just giving them more stable opportunities for investment. Beginning with our Reg. A+ crowdfunding, we’ve been focused on giving everyone from retail investors to long-time fans more ways to own a piece of High Times. While we didn’t believe that the ICO [initial coin offering] process was the right move for our brand, it would’ve been foolish to leave this emerging investor base out as we continue to transform into a diversified media, events and merchandise giant.

According to the SEC filing, the IPO terminates when the company sells all 4,545,454 million shares being offered or the consummation of a reverse merger with Origo Acquisition or no later than September 12, 2018, provided that the company receives and accepts a minimum of $5 million in subscriptions to the IPO.

Origo is a blank-check company domiciled in the Cayman Islands, and the planned reverse merger would result in the formation of a successor corporation, High Times Media, domiciled in Nevada and owned by Hightimes Holdings that would trade publicly on the Nasdaq under the ticker symbol HITM. If the reverse merger is not completed by September 12, Origo will liquidate and High Times will seek to complete the IPO and Nasdaq listing on its own.

High Times and Origo have set a value on the successor company of $225 million (about 23.5 million shares), equal to 10% discount to the valuation of $250 million placed on the company in the merger agreement.

This is all pretty standard stuff in a reverse merger. The interesting part of the High Times IPO is the ability of small investors to use cryptocurrency to purchase shares. We’ll keep an eye on this as the offering period’s termination date approaches.

High Times has created a website that explains the IPO and that includes a link to the company’s most recent SEC filing.