UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024
Commission File Number: 001-40258
HIGH TIDE INC.
(Registrant)
11127 - 15 Street N.E., Unit 112
Calgary, Alberta
Canada T3K 2M4
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HIGH TIDE INC.
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(Registrant)
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Date: June 13, 2024
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By
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/s/ Raj Grover
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Raj Grover
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President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
99.1
High Tide Executes Binding Subscription Agreements
for $15 Million in Subordinated Debt
Five-Year Debt Financing
Provides More Fuel to Continue Growing While Remaining Free Cash Flow Positive
This news release constitutes
a "designated news release" for the purposes of the Company's prospectus supplement dated August 31, 2023 to its short form
base shelf prospectus dated August 3, 2023
CALGARY, AB, June 13, 2024 /CNW/ - High Tide Inc.
("High Tide" or the "Company") (Nasdaq: HITI) (TSXV: HITI) (FSE: 2LYA), the high-impact, retail-forward
enterprise built to deliver real-world value across every component of cannabis, announced today that it has entered into binding subscription
agreements with arm's length institutional credit providers (together, the "Lenders") for aggregate gross proceeds of
$15 million in a subordinated debt financing (the "Financing").
"I am very excited to announce that we have signed
definitive agreements for an aggregate of $15 million in debt financing, plus a $10 million accordion feature. We have discussed publicly
how we believe we are underleveraged, with our gross debt representing less than one times our 12-month trailing Adjusted EBITDA1,
and could stand to benefit from obtaining more debt to continue fueling our rapid store expansion across Canada," said Raj Grover,
Founder and Chief Executive Officer of High Tide.
"I believe we have found the sweet spot with
this financing, which demonstrates how we prudently manage our balance sheet. We have secured a commitment for $15 million in debt, of
which $5 million will not be drawn for several months. By structuring the financing this way, we have secured the additional funds, but
avoid paying interest on the remaining $5 million until drawn, as we don't require the funds imminently given our strategic growth plans
and strong free cash flow profile. Further, this financing includes a $10 million accordion feature, which we may pursue should it make
sense to do so. Given the turbulence in the cannabis retail landscape in Canada, with several of our peers having recently filed for creditor
protection, this financing is yet another sign that the market believes in the strength of our business and the creditworthiness of our
Company. On that front, I look forward to sharing more with the release of our Q2 2024 results after the close of markets today, and on
our earnings conference call tomorrow morning," added Mr. Grover.
FINANCING DETAILS
Pursuant to the Financing, the Company will complete
an offering of $1,000 principal subordinate secured debentures of the Company (each, a "Debenture") for aggregate gross
proceeds of $15,000,000 at a price of $900 per Debenture, representing a 10% original issue discount. The Debentures will mature on the
date that is 60 months from the date of issuance and shall bear interest at a fixed rate of 12% per annum on drawn amounts, payable quarterly.
Pursuant to the terms of the subscription agreements,
the funds will be drawn in two tranches: (i) $10,000,000 at closing (the "Initial Tranche") and (ii) $5,000,000 in November
2024 (the "Final Tranche"). The Final Tranche, until drawn, will be subject to a 1% per annum standby fee.
On closing of the Initial Tranche, the Company will
issue to each Lender their pro rata share of an aggregate of 230,760 common shares in the capital of the Company ("Common
Shares") at a deemed price of $3.47 per Common Share, representing the 10-day volume weighted average price of the Common Shares
on the TSX Venture Exchange ("TSXV") ending on June 11, 2024.
It is anticipated that the Debentures will be governed
by the terms and conditions of a debenture trust indenture to be entered into by the Company and Olympia Trust Company, in its capacity
as trustee and collateral agent. The Company will reserve the right to redeem the Debentures at any time prior to maturity, in whole or
in part, upon sixty days' notice and payment of certain penalties. The obligations under the Debentures will be collaterally secured by
general security and guarantee agreements from the Company and certain subsidiaries of the Company and will rank in second position to
the Company's existing senior lender.
The Company plans to use the proceeds from the Financing
to repay the remaining balance of its outstanding convertible debentures (currently less than $1,000,000) and will use the remaining proceeds
for ongoing development of the Company's business model and general working capital purposes.
The Financing is expected to close on or prior to
June 30, 2024, and is subject to certain conditions including, but not limited to, the receipt of certain closing deliverables, the satisfaction
of certain conditions precedent and the receipt of all necessary regulatory and stock exchange approvals, including the approval of the
TSXV.
Echelon Capital Markets is acting as financial advisor
to High Tide in connection with facilitating the Financing.
All Debentures and Common Shares issued pursuant to
the Financing will be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable
securities legislation in Canada and restrictions on resale in the United States with applicable U.S. restrictive legends as required
pursuant to the United States Securities Act of 1933, as amended (the "U.S. Securities Act").
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities in any jurisdiction, nor shall there be any offer or sale of the securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful. The offer and sale of the securities has not been and
will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States
or to United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act
and applicable state securities laws.
ABOUT HIGH TIDE
High Tide, Inc. is the leading community-grown, retail-forward
cannabis enterprise engineered to unleash the full value of the world's most powerful plant and is the second-largest cannabis retailer
in North America by store count2. High Tide (HITI) is uniquely-built around the cannabis consumer, with wholly-diversified
and fully-integrated operations across all components of cannabis, including:
Bricks & Mortar Retail: Canna Cabana™
is the largest non-franchised cannabis retail chain in Canada, with 172 current locations spanning British Columbia, Alberta, Saskatchewan,
Manitoba and Ontario and growing. In 2021, Canna Cabana became the first cannabis discount club retailer in North America.
Retail Innovation: Fastendr™ is a unique
and fully automated technology that integrates retail kiosks and smart lockers to facilitate a better buying experience through browsing,
ordering and pickup.
E-commerce Platforms: High Tide operates a
suite of leading accessory sites across the world, including Grasscity.com, Smokecartel.com, Dailyhighclub.com, and Dankstop.com.
Brands: High Tide's industry-leading and consumer-facing
brand roster includes Queen of Bud, Cabana Cannabis Co, Daily High Club, Vodka Glass, Puff Puff Pass, Dopezilla, Atomik, Silipipe, Evolution
and more.
CBD: High Tide continues to cultivate the possibilities
of consumer CBD through Nuleafnaturals.com, FABCBD.com, blessedcbd.de and blessedcbd.co.uk.
Wholesale Distribution: High Tide keeps that
cannabis category stocked with wholesale solutions via Valiant™.
Licensing: High Tide continues to push cannabis
culture forward through fresh partnerships and license agreements under the Famous Brandz™ name.
High Tide consistently moves ahead of the currents,
having been named one of Canada's Top Growing Companies in 2021, 2022 and 2023 by the Globe and Mail's Report on Business Magazine, and
was named as one of the top 10 performing diversified industries stocks in both the 2022 and 2024 TSX Venture 50. High Tide was also ranked
number one in the retail category on the Financial Times list of Americas' Fastest Growing Companies for 2023. To discover the full impact
of High Tide, visit www.hightideinc.com. For investment performance, don't miss the High Tide profile pages on SEDAR+ and EDGAR.
Neither the TSXV nor its Regulation Services Provider
(as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain "forward-looking
information" and "forward-looking statements within the meaning of applicable securities legislation. The use of any of the
words "could", "intend", "expect", "believe", "will", "projected", "estimated"
and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information
and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. The forward-looking statements
herein include, but are not limited to, statements regarding: the expected size of the Financing, the aggregate amount of total proceeds
that the Company will receive, the closing date of the Financing and the satisfaction of conditions precedent to the Financing, including
receipt of all necessary regulatory and stock exchanges, the entering of the debenture trust indenture on the terms indicated herein,
the Company's expected use of proceeds from the Financing, and the listing of Common Shares offered in the Financing. Readers are cautioned
to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated
by these statements. Although the Company believes that the expectations reflected in these statements are reasonable, such statements
are based on expectations, factors, and assumptions concerning future events which may prove to be inaccurate and are subject to numerous
risks and uncertainties, certain of which are beyond the Company's control, including but not limited to the risk factors discussed under
the heading "Non-Exhaustive List of Risk Factors" in Schedule A to our current annual information form, and elsewhere in this
press release, as such factors may be further updated from time to time in our periodic filings, available at www.sedarplus.ca and www.sec.gov,
which factors are incorporated herein by reference. Forward-looking statements contained in this press release are expressly qualified
by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company
undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions,
future events or results, or otherwise, or to explain any material difference between subsequent actual events and such forward-looking
information, except as required by applicable law.
1 Adjusted EBITDA is a non-IFRS financial
measure.
2 As reported by ATB Capital Markets based on store counts as of February 8, 2024
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SOURCE High Tide Inc.
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2024/13/c4030.html
%CIK: 0001847409
For further information: Media Inquiries: Omar Khan, Chief Communications
and Public Affairs Officer, High Tide Inc., omar@hightideinc.com, 403-770-3080, Investor Inquiries: Vahan Ajamian, Capital Markets Advisor,
High Tide Inc., vahan@hightideinc.com
CO: High Tide Inc.
CNW 06:00e 13-JUN-24
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