Pervasip today announced that it will spin off 100% of its wholly owned subsidiary, Artizen Corporation, as a separate public company, with an anticipated record date between July 1, 2023, and September 30, 2023.
As a result of the spin off, all Pervasip shareholders of record as of the designated record date shall receive shares in the newly public Artizen in proportion to their ownership in Pervasip. Artizen conducts 100% of Pervasip’s cannabis business segment operations through its Zen Asset Management subsidiary.
Positioning for Expansion
“Spinning out Artizen will allow us to properly capitalize the business to take advantage of multiple expansion opportunities to build on our existing foundation,” said German Burtscher, Chairman and Chief Executive Officer of Pervasip and Artizen.
Pervasip previously announced its identification of a series of exciting expansion opportunities, including potential acquisitions involving licensed wholesale and retail operations that would offer Artizen the potential to establish itself as a vertically integrated multi-state operator.
While the local Washington market presents compelling opportunities for the acquisition and roll-up of wholesale flower, concentrate, and other related production assets by Zen’s independent cultivators, the regulatory environment in Washington prevents vertical integration into retail assets. That limitation is a significant constraint on growth since Zen’s independent cultivators cannot acquire dispensary assets to internalize retail revenues that are typically about three times wholesale receipts. Stated differently, Artizen could be generating about three times its current revenues, or about $46 to $52 million, if Zen’s existing footprint was in another state. Thus, diversification has been and remains a key strategic focus – both within Washington by expanding Zen’s offerings and exploiting compliant acquisition opportunities, and in valuable emerging cannabis markets by replicating Artizen’s proven formula for success in new U.S. and Canadian geographies.
Improved Capital Structure
Pervasip currently has about 5,000,000,000 shares of common stock issued and outstanding, corresponding to about 15% of Pervasip’s fully diluted issued and outstanding common stock. Pervasip additionally has 850,000 shares of Series K convertible preferred stock issued and outstanding, corresponding to 85% of Pervasip’s fully diluted issued and outstanding common stock, as well as various other convertible securities.
Holders of Pervasip’s issued and outstanding common shares as of the record date will receive an aggregate of 15,000,000 shares of Artizen common stock, corresponding to 15% of Artizen’s fully diluted issued and outstanding common shares upon completion of the transaction (in addition to retaining their shares in Pervasip). Likewise, holders of Pervasip’s Series K and other convertible securities will receive an aggregate of 85,000,000 shares of Artizen common stock, the vast majority of which will be subject to lock-up restrictions prohibiting sales prior to Artizen’s realization of material growth and other performance objectives. Artizen will have 100,000,000 common shares outstanding on a fully diluted basis upon completion of the transaction, with no convertible debt or other securities.
