Annual report pursuant to Section 13 and 15(d)

SUBSEQUENT EVENTS

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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
a) Subsequent to year-end, the Company entered into a contract to sell Portugal Farm-land (Asset held for sale at December 31, 2023) for which a total consideration of EUR1.4 million ($1.5 million) was received on January 29, 2024. This transaction completes the Company's wind-down of its operations in Portugal.

b) On March 21, 2024 (the "Closing Date"), the Company and NS US Holdings, Inc. (the Seller”), which is a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement with KAC Investments LLC, (the “Buyer”), pursuant to which the Company sold its non-cannabinoid business segment (the “Sale Transaction”), which is comprised of the Company’s wholly owned subsidiary Herbal Brands.

The Sale Transaction was completed on the Closing Date for a purchase price of $8.02 million including $7.02 million in cash paid on the Closing Date, and the issuance of a senior secured promissory note and security agreement by Buyer in favor of the Seller in the original principal amount of $1.00 million, (the “Note and Security Agreement”), which accrues interest at seven and one-half percent (7.50%) per annum, and for which interest is payable quarterly, in cash, until the March 21, 2025 maturity date. On the maturity date, all unpaid principal and accrued interest under the Note and Security Agreement is due and payable.

The Seller also expects to receive approximately $0.19 million in additional proceeds in connection with the sale of Herbal Brands's manufacturing equipment, which preceded the Closing Date.

The Company has identified and disclosed all subsequent events that require disclosure as of the date of this statement. Therefore, apart from the event disclosed, there are no other subsequent events that require disclosure as of the year end December 31, 2023.