KELOWNA,
BC, Dec. 13, 2022 /CNW/ - The Valens
Company Inc. (TSX: VLNS) (Nasdaq: VLNS) (the "Company", "The Valens
Company" or "Valens"), a leading manufacturer of cannabis
products, announced today it received an extension of 180 calendar
days from the Nasdaq Stock Market LLC ("Nasdaq") to regain
compliance with the Nasdaq's minimum $1.00 bid price requirement set forth in Nasdaq
Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital
Market (the "Bid Price Requirement"), following the
expiration of the initial 180 calendar days period to regain
compliance on December 12, 2022. The
Nasdaq determination is based on the Company meeting the continued
listing requirement for market value of publicly held shares and
all other applicable requirements for initial listing on the Nasdaq
Capital Market with the exception of the Bid Price Requirement, and
the Company's written notice of its intention to cure the
deficiency during the second compliance period by effecting a share
consolidation, if necessary.
As a result of the extension, the Company now has until
June 12, 2023, to regain compliance
with the Bid Price Requirement. If at any time before June 12, 2023, the bid price of the Company's
common shares closes at or above US$1.00 per share for a minimum of 10 consecutive
business days, Nasdaq will provide written notification to the
Company that it has achieved compliance with the Bid Price
Requirement. If the Company chooses to implement a share
consolidation to regain compliance, it must complete the
consolidation no later than ten business days prior to the
expiration of the additional 180 calendar day period in order to
timely regain compliance.
If the Company does not regain compliance with the Bid Price
Requirement by June 12, 2023, Nasdaq
will provide written notification to the Company that its shares
will be subject to delisting. At such time, the Company may appeal
the delisting determination to a Nasdaq Hearings Panel. The Company
would remain listed pending the Panel's decision. There can be no
assurance that, if the Company does appeal a subsequent delisting
determination, such appeal would be successful.
This current notification from Nasdaq has no immediate effect on
the listing or trading of the Company's shares, which will continue
to trade on the Nasdaq Capital Market under the symbol VLNS. The
Company is also listed on the Toronto Stock Exchange and the
notification letter does not affect the Company's compliance status
with such listing.
As a reminder, the Company continues to expect to close the plan
of arrangement with SNDL Inc. in January
2023, well in advance of the June 12,
2023 deadline to regain compliance with the Bid Price
Requirement. Pursuant to the plan of arrangement SNDL Inc. will
acquire all of the issued and outstanding common shares of Valens
on the basis of 0.3334 of a SNDL common share for each outstanding
Valens common share, on and subject to the terms of the arrangement
agreement dated August 22, 2022.
About The Valens Company
The Valens Company is a leading cannabis consumer products
company, with significant expertise in manufacturing
cannabinoid-based products and a mission to bring the benefits of
cannabis to the world. Valens provides proprietary cannabis
processing services and best-in-class product development,
manufacturing, and commercialization of cannabis consumer packaged
goods. Valens' high-quality products are formulated for the
recreational, health and wellness, and medical consumer segments
and are offered across all cannabis product categories, with a
focus on quality and product innovation. Valens also manufactures,
distributes, and sells a wide range of CBD products in the United States through its subsidiary Green
Roads, and distributes medicinal cannabis products to international
markets through its subsidiary Valens Australia. In partnership
with brand houses, consumer packaged goods companies and licensed
cannabis producers around the globe, Valens continues to grow its
diverse product portfolio in alignment with evolving cannabis
consumer preferences. Through Valens
Labs, Valens is setting the standard in cannabis testing and
research and development with Canada's only ISO17025 accredited analytical
services lab, named The Centre of Excellence in Plant-Based Science
by partner and scientific world leader Thermo Fisher Scientific.
Discover more on The Valens Company at
http://www.thevalenscompany.com.
Notice regarding Forward Looking
Statements
All information included in this press release, including any
information as to the future financial or operating performance and
other statements of The Valens Company that express management's
expectations or estimates of future performance, other than
statements of historical fact, constitute forward-looking
information or forward-looking statements within the meaning of
applicable securities laws and are based on expectations, estimates
and projections as of the date hereof. Forward-looking statements
are included for the purpose of providing information about
management's current expectations and plans relating to the future.
Wherever possible, words such as "plans", "expects", "scheduled",
"trends", "forecasts", "future", "indications", "potential",
"estimates", "predicts", "anticipate", "to establish", "believe",
"intend", "ability to", or statements that certain actions, events
or results "may", "should", "could", "would", "might", "will", or
are "likely" to be taken, occur or be achieved, or the negative of
these words or other variations thereof, have been used to identify
such forward-looking information. Specific forward-looking
statements include, without limitation, statements regarding the
ability to regain compliance with the Nasdaq Listing Rules and
anticipated courses of action as well as the anticipated closing of
the Company's pending acquisition by SNDL Inc.
The risks and uncertainties that may affect forward-looking
statements include, among others, if and when the proposed plan of
arrangement agreement transaction involving The Valens Company and
SNDL Inc. will be completed, the inability to meet the Minimum Bid
Requirement or comply with Nasdaq's other listing standards within
the prescribed time period, which could result in the delisting of
the common shares from Nasdaq, Canadian regulatory risk, Australian
regulatory risk, U.S. regulatory risk, U.S. border crossing and
travel bans, the uncertainties, effects of and responses to the
COVID-19 pandemic, reliance on licenses, expansion of facilities,
competition, dependence on supply of cannabis and reliance on other
key inputs, dependence on senior management and key personnel,
general business risk and liability, regulation of the cannabis
industry, change in laws, regulations and guidelines, compliance
with laws, limited operating history, vulnerability to rising
energy costs, unfavourable publicity or consumer perception,
product liability, risks related to intellectual property, product
recalls, difficulties with forecasts, management of growth and
litigation, many of which are beyond the control of The Valens
Company. For a more comprehensive discussion of the risks faced by
The Valens Company, and which may cause the actual financial
results, performance or achievements of The Valens Company to be
materially different from estimated future results, performance or
achievements expressed or implied by forward-looking information or
forward-looking statements, please refer to The Valens Company's
latest Annual Information Form filed with Canadian securities
regulatory authorities at www.sedar.com or on The Valens Company's
website at www.thevalenscompany.com. The risks described in such
Annual Information Form are hereby incorporated by reference
herein. Although the forward-looking statements contained herein
reflect management's current beliefs and reasonable assumptions
based upon information available to management as of the date
hereof, The Valens Company cannot be certain that actual results
will be consistent with such forward-looking information. The
Valens Company cautions you not to place undue reliance upon any
such forward-looking statements. The Valens Company disclaims any
intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise, except as required by applicable law. Nothing herein
should be construed as either an offer to sell or a solicitation to
buy or sell securities of The Valens Company.
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SOURCE The Valens Company Inc.