As previously noted in our June 21, 2022 press release, Juva entered into a Secured Promissory Note with Pelorus REIT Corporation ("Pelorus") for $11,827,000. On August 26, 2022, Douglas Chloupek, CEO of Juva, unrelated to the debt transaction with Pelorus, personally invested $250,000 into Pelorus' investment products, representing approximately 0.0725% of its $345 million assets under management. In June 2023, believing it was on a clear path to profitability, Juva issued CAD $2,230,400 in convertible unsecured notes to JLL Ventures Inc. and JT Labs LLC bearing a 30% annual interest rate and payable by December 1, 2024. Juva also issued 2,186,666 warrants related to these notes each exercisable at CAD $0.054 per warrant. On August 3, 2023, Juva funded the formation of Elie Pharmaceuticals Corp. as an independent joint venture vehicle to raise funds for its pharmaceutical initiatives. Elie Pharmaceuticals was established with Mr. Chloupek as its sole director and shareholder, a temporary structure intended to facilitate fundraising. No Juva assets have been transferred to Elie Pharmaceuticals to date and Elie Pharmaceuticals has no current assets. Despite extensive efforts, Juva was unable to secure such funding, and Elie Pharmaceuticals is now in the process of being dissolved.
During the past two years, Juva has faced numerous operational challenges while also being impacted by a decline in the overall stability of the California cannabis market. According to SFGate, approximately 78% of cannabis businesses in California have closed, highlighting the broader challenges facing the industry. In addition, there has been a sharp decline in prices for wholesale cannabis, where Juva has seen prices drop by nearly 70% over the last two years. Operationally, Juva's cultivation process has been negatively impacted by third-party clone vendors providing plants that were infected with viruses, fungi, or pests coupled with on-going mechanical issues with major HVAC and generator systems. These issues have led to poor yields which, when combined with low market prices, have resulted in substantial revenue shortfalls and recurring monthly losses.
This unsustainable situation culminated in Juva's default on the Secured Promissory Note with Pelorus in February 2024, Juva's default of the payment due to JLL Ventures in August 2024, and Juva's default of the payment due to JT Labs in November 2024. It has also resulted in the layoff of all employees and closure of operations at Juva's cultivation facility in Stockton, CA as of October 31, 2024.
In an effort to service Juva's debts, over the past year, Juva's management team has actively marketed its assets, including the retail store in Redwood City and the cultivation, manufacturing, distribution, and delivery business in Stockton, California. . Despite outreach to hundreds of potential buyers, the challenging economic environment and market uncertainty have hindered viable offers for these assets.
To that effect in July 2024, Juva listed the Stockton facility for sale through Capitol Rivers, Inc., and shifted the focus to finding a cannabis cultivation tenant willing to acquire the operating entity and enter a long-term lease agreement, thereby facilitating the sale of the building. Unfortunately, despite best efforts and substantial price discounts, no tenant has been secured, and sales efforts have been limited by requirements from Pelorus, the primary lienholder, which must approve any transaction.
Pelorus officially issued a Notice of Event of Default on July 11, 2024. As Juva has been unable to cure this default, Pelorus has requested the court to appoint a receiver, with the hearing scheduled for November 6, 2024. If appointed, the receiver will assume control of Juva's assets.
If the court appoints a receiver on November 6, 2024, Kevin Singer of Receivership Specialists will assume control over Juva's assets. The receiver's duties include securing and managing all Juva properties and business operations, stabilizing financials, and overseeing necessary maintenance to preserve value. The receiver will evaluate options to sell the assets to recover funds owed to Pelorus, with court oversight. Throughout this process, Juva's management will have limited involvement, as operational control will shift to the receiver until a resolution, such as asset sales or other remedies, can be reached to satisfy outstanding obligations. Once the receiver has completed asset sales and accounted for the proceeds, the court will determine Juva's remaining financial position. If proceeds are insufficient to cover all debts, the company may still hold residual debt obligations, subject to creditor claim terms and court rulings. Shareholders should note that, as creditor claims take priority, equity recovery is unlikely unless substantial funds remain after all debts are settled.
Juva's management is currently working on several potential transactions to acquire the funds to repay Pelorus. In light of these potential transactions, on October 31, 2024 Juva requested Pelorus stay its request for appointment of a receiver for 120 days. Unfortunately, this request was denied by Pelorus.
Unrelated to the foregoing, on or about May 9, 2024, Juva received a letter from the U.S. Securities and Exchange Commission (SEC) notifying Juva that its auditor, BF Borgers, had been suspended from appearing or practicing before the Commission. As a result, Juva was disallowed from including their audit reports or consents in any filings with the SEC. Consequently, Juva was required to hire a new auditor to re-audit its 2022 financials before preparing the 2023 audited financials. This delay prevented Juva from meeting the May 17, 2024, deadline to file its 2023 Form 1-K under SEC Rule 15c2-11. Due to non-compliance, Juva was moved to the Expert Market on an unsolicited quotes-only basis, and the exchange issued a cease-trade order. Additionally, on June 5, 2024, Juva requested an extension from the BC Securities Commission, which granted an extension until July 12, 2024. However, despite its best efforts, Juva could not complete the re-audit in time, leading to its suspension from trading on both the Canadian Securities Exchange and the OTCQB in the United States.
Juva's management has made exhaustive efforts to refinance the debt, sell assets, and raise funds to pay Juva's outstanding debts. Unfortunately, none of these efforts have proved successful. While this outcome is disheartening, Juva's management wants to ensure that all of Juva's shareholders are fully informed as to the current state of the Company, the challenges the Company has faced, and the impending receivership hearing. On behalf of the Board, I would like to express our sincere gratitude to all investors and shareholders who have believed in Juva's mission and supported us during these difficult times.
ON BEHALF OF THE BOARD,
-Doug Chloupek-
Doug Chloupek, CEO and Founder
Juva Life Inc.
For further information, please contact:
Juva Life Investor Relations
Tel: +1 833-333-5882 (JUVA)
Email: inquiries@juvalife.com
Find out more at: https://juvalife.com/
Forward-Looking Statement
This news release contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information may include financial and other projections, as well as statements regarding future plans, objectives, or economic performance, or the assumption underlying any of the foregoing. In some cases, forward-looking statements can be identified by terms such as "may," "would," "could," "will," "likely," "except," "anticipate," "believe," "intend," "plan," "forecast," "project," "estimate," "outlook," or the negative thereof or other similar expressions concerning matters that are not historical facts. Examples of such statements include, but are not limited to, statements with respect to the objectives and business plans of the Company, product development, commercialization strategy, and future collaborations.
Forward-looking information involves known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company to differ materially from any future results, performance, or achievements expressed or implied by the forward-looking information, including, without limitation, risks relating to the future business plans of the Company; risks that the Company will not be able to retain its key personnel; risks that the Company will not be able to secure financing on reasonable terms or at all, as well as all of the other risks as described in the Company's management discussion and analysis for the year ended December 31, 2020, under the heading "Risks and Uncertainties." Accordingly, readers should not place undue reliance on any such forward-looking information.
Further, any forward-looking information speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company's management to predict all such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The Company does not undertake any obligation to update any forward-looking information to reflect information or events after the date on which it is made or to reflect the occurrence of unanticipated events, except as required by law, including securities laws.
The CSE does not accept responsibility for the adequacy or accuracy of this release.
SOURCE: Juva Life Inc
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