Why You Should Pass on the High Times IPO Grass
Over the past few years, we’ve seen the emergence of companies that build their entire business around newsletters, CB Insights perhaps being the most notable success story. More recently there have been a number of newsletter startups targeting retail investors with a daily “what you need to know,” along with cutesy little office polls where Gwenyth in HR tells you her go-to Taco Bell order.
A few of the more popular newsletters seem to advertise whatever they’re given payment for without considering the novice investors in their audience. For example, one newsletter marketed a machine learning stock trading platform to their readers which was nothing short of total rubbish. We couldn’t help but shine the light on this, but then we realized we’re just as guilty.
We use Google ads as a source of income but have little control over what gets displayed. Lately, we’ve discovered an entire tribe of ambulance chasers trying to peddle their “this little-known 5G stock is about to blow” drivel on our website. (We’ve been trying to clean this up, but it’s so prevalent, we may just have to pull ads entirely.) One ad that’s been coming across our site quite frequently is from Hightimes Holdings Corp, the company behind High Times Magazine and the High Times Cannabis Cup.
The last time we looked at High Times was back in February 2018 when we authored an article titled “The High Times IPO – Skunk Buds or Brick Weed?” We didn’t like it then, and we don’t like it now.
The Hightimes Holding Corp. IPO
You may have heard the term “fiduciary duty” which means that when you entrust someone with your hard-earned money, they have a legal obligation to act in your best interests. The first thing you’ll notice on the “High Times Investor” page the ad leads to is the prominent “Visa accepted here” logo. Anyone around the globe can buy shares of High Times stock using a credit card. That’s the first clue that these people do not have their investors’ best interests in mind.
It used to be that the only land mines you might encounter as a retail investor were in penny stock land. Today, there is an increasing number of “investments” that do not represent the best interests of retail investors. Regulation A+ offerings and SPACs are both examples of investment vehicles which newbie investors should not be dabbling in. The first problem with buying shares of Hightimes Holding Corp. is that they’re not publicly traded. Shares of any company you invest in are only worth what other people are willing to pay for them, if they are traded on an exchange that offers liquidity. It’s called “liquidity risk,” and the worst type of liquidity risk is having no liquidity.
Says the company, “we are presently in the process of applying to have our stock listed on an exchange under the ticker symbol HITM.” They don’t say which exchange, but elsewhere they mention they’ll trade on an over-the-counter (OTC) exchange – and potentially list in Canada as well, perhaps on the Cannabis Securities Exchange.
Currently, we are awaiting a final response from FINRA, which is the last hurdle needed prior to listing our shares on the OTCQX.Credit: Hightimes Holding Corp
There is no guarantee the shares you buy will ever be listed, and the fact that they might trade on an OTC exchange sometime in the future isn’t comforting. As we always remind our readers, you should avoid OTC stocks like the plague. There are plenty of other ways to invest in the cannabis industry.
Shares of Hightimes Holding Corp. are priced at $1 apiece to cater to all the uninformed first-time investors who believe a $1 per share is “cheap.” More than 30,000 people have plunked money down on this offering which means they’ve raised $16.5 million at least given the $550 minimum purchase amount. The company values itself at $225 million, an amount that “has been arbitrarily determined by the management of Hightimes Holding and is not based on book value, assets, earnings or any other recognizable standard of value.” Cracking open the Reg A+ Offering Circular reveals an absolute mess.
The Hightimes Reg A+ Circular
First thing you’ll notice is that they have kept the same Reg A+ filing document from last time around so that much of the information doesn’t appear up to date. There’s a section titled “The Hightimes Group has substantial indebtedness and is currently in default in payment of certain indebtedness,” which talks about all the debt they’re unable to service. There’s really no point in reading past that, but then we came across this bit:
As of April 30, 2019, we have received gross proceeds of $15,207,038 from our Public Offering. After payment of costs of the Public Offering of approx. $4,968,000, including marketing costs, fees to our selling agent, professional fees and fees to our escrow agents, Prime Trust, the net proceeds of our Public Offering as of April 30, 2019 were approximately $10,239,000.
In other words, about 30 cents of every dollar you’re investing in Hightimes Holding Corp. goes towards fees and all the marketing needed to attract Reg A+ investors in the first place. Given their debt-holders now have all the power in this relationship, don’t think they’ll be getting by with any good terms as they try to negotiate their way to survive. If everything goes pear-shaped, the last people in line will be the shareholders.
It seems ludicrous that the SEC lets companies raise up to $50 million using a Reg A+ offering which lets anyone around the globe purchase shares on a credit card for which there is no market to trade them on. We’ve talked before about Why Regulation A+ IPOs Should Be Avoided, and the Hightimes Holding Corp. IPO is no exception.
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