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Hollister Biosciences Inc. (CSE: HOLL) (OTC: HSTRF) (FRANKFURT: HOB) (the " Company ") announces that as a result of a review by the British Columbia Securities Commission, we are issuing the following press release to clarify our disclosure.
The unaudited condensed interim consolidated financial statements and interim MD&A of the Company for the three and nine months ended September 30, 2020 and 2019 ("Q3 2020 Financial Statements and MD&A) have been amended and restated in order to correct for certain disclosure deficiencies on the following items as listed below. Details of the changes are fully described in Note 20 to the amended and restated unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019 ("Amended Q3 2020 Financial Statements and MD&A") as filed on SEDAR on February 25, 2021 .
Acquisitions
The Amended Q3 2020 Financial Statements and MD&A have been restated and amended to disclose the circumstances that led to the incorrect accounting treatments for the acquisitions of Labtronix, Inc and AlphaMind Brands Inc., how and from when the errors have been corrected.
Change in accounting treatment for the acquisition of Labtronix, Inc.
The Company received the preliminary independent valuation report on the fair values of the net assets acquired. As a result, and as part of these amended condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 , the Company is restating its purchase price allocation of the Venom Extracts acquisition (Note 4(a)). More specifically, the fair value of the consideration paid has been revised from $0.035 (C$0.05) per Payment Share and Earn-Out Share to $0.063 (C$0.092) per Payment Share and Earn-Out Share, resulting in total consideration increasing from $3,450,442 to $6,328,112 . The revised fair value is primarily driven by using the Company's one-month volume weighted average price to determine the consideration paid rather than the share price on the date of the acquisition, which was adversely impacted by the COVID-19 pandemic. Additionally, as a result of the valuation report, the Company has recorded brand as an acquired intangible asset with a fair value of $1,149,552 and acquired intellectual property with a fair value of $1,451,062 . As a result of the increased fair value of consideration paid and additional intangible assets acquired, the fair value of acquired goodwill increased from $2,920,400 to $3,197,456
Change in accounting treatment for the acquisition of AlphaMind Brands Inc.
The Company determined that AlphaMind did not have any intangible assets (intellectual property) given the absence of proprietary formulations and other material intellectual property and accordingly revised its accounting treatment of the acquisition from an asset acquisition (as described above) to an acquisition expense. As a result of the change in accounting treatment from an asset acquisition to an acquisition expense, the excess consideration paid over net assets acquisition was recorded as an expense in the unaudited consolidated statement of loss and comprehensive loss, which reduced the intellectual property associated with the AlphaMind acquisition as previously reported in the Company's unaudited consolidated financial statements for the three and nine months ended September 30, 2020 from $535,478 to $nil.
U.S. marijuana-related activities
The September 30, 2020 interim MD&A has been amended and restated to provide the disclosure required pursuant to CSA Staff Notice 51-352 (Revised) Issuers with U.S. Marijuana-Related Activities . This information is material for readers to understand the company's U.S. marijuana operations and the related risks.
News releases and non-GAAP financial measures
As part of the review by the British Columbia Securities Commission, the following news releases were not compliant with the requirements of CSA Staff Notice 52-306 (Revised) for non-GAAP financial measures and should not be relied upon: February 25, 2020 , March 6, 2020 , March 30, 2020 , June 2, 2020 , June 11, 2020 , July 14, 2020 , October 27, 2020 , December 10, 2020 , January 7, 2021 , and January 25, 2021 .
About Hollister Biosciences Inc.
Hollister Biosciences Inc. is a multi-state company with a portfolio of innovative, high-quality cannabis & hemp branded consumer products and white-labeling manufacturing. Our products are sold in 370 dispensaries across Arizona and California . As of March 26 th , 2020 (see press release dated March 30th, 2020 ), Hollister Biosciences acquired 100% of Venom Extracts, a category leading brand which sold over 4 million grams of product in 2020, accounting for up to 30 percent of category sales in Arizona .
Website: www.hollistercannabisco.com
The CSE, nor its regulation services provider, does not accept responsibility for the adequacy or accuracy of this release.
Forward-Looking Information: This news release includes certain statements that may be deemed "forward-looking statements". The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "would", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents which can be found under the Company's profile on www.sedar.com
SOURCE Hollister Biosciences Inc.
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