iAnthus Announces Appointment of New Chief Executive and Interim Director and Provides Update on Recapitalization Transaction
NEW YORK and TORONTO, May 6, 2022 /PRNewswire/ — iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners in regulated cannabis companies across the United States, announces the appointment of a new interim Chief Executive Officer (“CEO”) and member of the Company’s Board of Directors (the “Board”), provides details on the former Interim CEO, President and Director, Randy Maslow’s separation agreement and provides an update regarding his previously announced recapitalization transaction (the “Recapitalization Transaction”).
Appointment of Robert R. Galvin as CEO and Interim Director
The Board of Directors has appointed Robert Galvin as the Company’s Chief Executive Officer and Interim Director, effective immediately. Mr. Galvin currently serves as the company’s interim chief operating officer and has held several senior management positions within the company and previously served as a member of the board of directors following the completion of the transaction of the company in February 2019 with MPX Bioceutical Corporation, where Mr. Galvin also served as a board member. Mr. Galvin has significant relevant experience having held operational, financial and administrative management positions in public and private companies prior to joining iAnthus.
“On behalf of the company, we welcome Bob Galvin to his expanded role and look forward to working closely with Bob as interim CEO and director of the company,” said independent directors Michael Muldowney and Diana Ellis.
Randy Maslow Separation Agreement
On May 4, 2022, the Company announced that its co-founder, Randy Maslow, would resign from his leadership positions with the Company, including all positions with subsidiaries and affiliates of the Company and the Board and all Board Committees, effective today, May 6, 2022 (the “Resignation Date”). In connection with Mr. Maslow’s resignation, Mr. Maslow and the Company entered into a separation agreement (the “Separation Agreement”) pursuant to which Mr. Maslow will receive certain compensation and benefits valued at a substantially equal to the value of the rights he would have received under Section 4(g) of his employment contract¹. Mr. Maslow will receive a lump sum cash payment on the resignation date and cash payments over the next eight-month period, which may be accelerated upon the occurrence of certain events. In addition, Mr. Maslow has agreed to waive all rights to his RSUs under the conditional long-term incentive plan which was announced on January 7, 2022. All terms of separation from Mr. Maslow have been reviewed and approved by the Board and the Board has determined that these terms comply with applicable laws, including laws applicable to related party transactions.² As previously stated, Mr. Maslow will continue to serve the Company in a consultant role for a period of six months after the date of resignation.
Recapitalization Transaction Update – Approved in Maryland and Florida
On April 1, 2022, the Maryland Medical Cannabis Commission approved the proposed change in ownership and control of the Company’s wholly-owned subsidiary, S8 Management, LLC (“S8”) contemplated by the Recapitalization Transaction. S8 currently controls four licensed entities in Maryland through management services agreements.
On November 4, 2021, the Company announced that the Florida Department of Health, Office of Medical Marijuana Use (the “OMMU”), by notice dated October 29, 2021, had approved the waiver request (the “Waiver Request”). ) filed by the Company’s subsidiary, McCrory’s Sunny Hill Nursery, LLC (“McCrory’s”), to approve the potential change in the beneficial ownership of McCrory’s contemplated by the Recapitalization Transaction. Subsequently, on December 9, 2021, iAnthus announced that, on November 19, 2021, Michael Weisser, Benjamin Pollara and Florida for Care, Inc., a nonprofit corporation representing members, including qualified medical marijuana patients of Florida, have filed a petition for a formal administrative hearing (as amended, the “Petition”) with OMMU, challenging OMMU’s approval of the waiver request and requesting a formal administrative hearing before a judge in Administrative Law (“ALJ”) at the Florida Administrative Hearing Division. OMMU has advised the Company that following the filing of the petition challenging the agency’s decision within the allowable time for appeal, OMMU’s pre-approval is not a final order of the agency. binding until there is a final resolution of the petition and a final agency order is rendered. On May 4, 2022, OMMU issued a final agency order, accepting the ALJ’s recommendation and denying the petition.
The Company continues to seek remaining regulatory approvals in Massachusetts, New Jersey and New York.
iAnthus owns and operates licensed cannabis cultivation, processing and dispensary facilities across the United States. For more information, visit www.iAnthus.com.
1 Mr. Maslow’s employment agreement, as amended, is incorporated by reference into Exhibit 10.5 and Exhibit 10.6 of iAnthus’ Form 10-K filed with the United States Securities and Exchange Commission on March 18 2022 and available at https://www. sec.gov/edgar/.
2 The Company expects to file its financial statements for the three months ended March 31, 2022 and associated MD&A on financial condition and results of operations (together, the “Q1 Filing”) no later than May 16, 2022 The T1 filing will include additional information regarding the separation agreement.
original press release