TORONTO, ONTARIO--(Marketwired - Jan. 30, 2017) - Nutritional High International Inc. (the "Company" or "Nutritional High") (CSE:EAT)(OTCQB:SPLIF)(FRANKFURT:2NU) is pleased to announce that it has entered into an agreement to acquire (the "Acquisition") the technology and intellectual property rights to an innovative product to be referred to as the "Dab Stick".
The Dab Stick is a dispenser for viscous liquid substances, capable of carrying approximately 1/2 gram of cannabis oil extract designed with the retail consumer and adult use user in mind. The oil vessel is capable of dispensing oil in very small metered doses, which ensures consistency between each dose of oil dispensed and providing desired consumer experience. While there have been similar products introduced in the California market (and have been subsequently discontinued), Dab Stick uses a revolutionary patent pending process which solves technical failings of such past discontinued products.
The Dab Stick allows the user to select an exact amount of oil to dispense, which provides a controlled and consistent flow in a multitude of operating conditions. The product is also designed with a view to being able to easily integrate empty vessels into filling equipment. The chief advantage of using Dab Stick, versus other commercially available methods of dispensing concentrate products is the ability to control pressure inside the vessel to avoid leakage and product spoilage.
A provisional patent application has been filed with the United States Patent and Trademark Office (the "USPTO") for the Dab Stick and the vendors of the technology has completed a conceptual design and prototype of the Dab Stick. Together with the Vendor, Nutritional High is currently in the process of locating a suitable manufacturer to supply the product to Nutritional High's facilities in the United States.
Jim Frazier, CEO of Nutritional High commented- "The acquisition of the Dab Stick intellectual property is another step in our efforts to introduce transformative products to the marijuana oils and edibles industry. Along with the internal development of consumer-appealing brands such as FLI and Jimi Hendrix product line Nutritional High will take an increasingly leading role the consumer market. We have other innovative concepts in the pipeline that we will introduce as we continue building our product portfolio. We are still in the first inning of cannabis consumer market development, and only the companies which put the consumer first will be able to strive in the long term."
Billy Morrison, Director and Officer of Nutritional High and Dab Stick co-inventor commented as follows - "We're pleased to announce the roll-out of this innovative product, which we believe to have potential to become the new standard of cannabis concentrate consumption. We also would like to highlight the importance of the patent application with the USPTO and future patent applications which are planned, which will help solidify Nutritional High's foothold in the consumer market."
As a part of the Acquisition, the vendors (the "Vendors") have agreed to assign to Nutritional High the Dab Stick technology and the intellectual property ("Assigned IP") and all rights thereto, and the Vendors will assist with developing improvements.
As consideration (the "Consideration") for the Acquisition, the Company has agreed to issue to the Vendors common shares in the capital of the Company (the "Consideration Shares") upon reaching the following milestones:
- upon confirmation, to the Purchaser's satisfaction that the Dab Stick product satisfactorily functions for its intended purpose, Nutritional High shall issue an aggregate of 434,783 Consideration Shares at a deemed price of $0.23 per share;
- upon the commercial sale at fair market value of the first 100 Dab Stick products, an aggregate of C$100,000 worth of Consideration Shares (based on the closing price of the Nutritional High common shares at the time of issuance);
- upon the commercial sale at fair market value of the next 500 Dab Stick products, an aggregate of C$100,000 worth of Consideration Shares (based on the closing price of the Nutritional High common shares at the time of issuance); and
- upon the grant of a patent by the USPTO, an aggregate of C$200,000 worth of Purchaser Shares (based on the closing price of the Nutritional High common shares at the time of issuance). If Nutritional High decides to abandon the application, Nutritional High must provide the Vendors with four months notice of its decision, and shall assign, for no additional consideration, the patent application to the Vendors upon the written request of the Vendors, or issue C$200,000 worth of Consideration Shares.
The Company has also granted the Vendors the exclusive right to market the Dab Stick for non-cannabis or cannabis derivative related pharmaceutical use, in exchange for a 5% royalty on gross revenue.
The Vendors include 4 inventors, amongst which is Billy Morrison, a director and an officer of the Company. As a non-arm's length party, Mr. Morrison has abstained in approval of the Acquisition.
About Nutritional High International Inc.
Nutritional High is focused on developing, manufacturing and distributing products and nationally recognized brands in the hemp and marijuana-infused products industries, including edibles and oil extracts for nutritional, medical and adult use. The Company works exclusively through licensed facilities in jurisdictions where such activity is permitted and regulated by state law.
For updates on the Company's activities and highlights of the Company's press releases and other media coverage, please follow Nutritional High on Facebook, Twitter, Instagram and Google+ or visit www.nutritionalhigh.com.
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This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such statements include submission of the relevant documentation within the required timeframe and to the satisfaction of the relevant regulators, completing the acquisition of the applicable real estate and raising sufficient financing to complete the Company's business strategy. There is no certainty that any of these events will occur. Although such statements are based on management's reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.
Company's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
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