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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported) January
29, 2024
Cryomass Technologies Inc
(Exact name of registrant as specified in its charter)
Nevada |
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000-56155 |
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82-5051728 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
incorporation) |
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Identification No.) |
1001
Bannock St Suite 612, Denver
CO |
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80204 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code 303-416-7208
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol |
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Name of each Exchange on which Registered |
None |
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b -2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On January 29, 2024, CryoMass Technologies Inc
(‘Company”) issued a press release (“Press Release”), which was also disseminated on the same day via email to
certain shareholders who provided contact information. A copy of the Press Release is furnished as Exhibit 99.1.
The information in Item 7.01 of this Current Report
and Exhibit 99.1 is being furnished, not filed, pursuant to Items 7.01 and 9.01 of Form 8-K. Accordingly, the information in Items 7.01
and 9.01 of this Current Report, including Exhibit 99.1, will not be subject to liability under Section 18 of the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any registration statement or
other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified
therein as being incorporated by reference. The furnishing of information in this Current Report, including Exhibit 99.1, is not intended
to, and does not, constitute a determination or admission by the Company that the information in this Current Report, including Exhibit
99.1, is material or complete, or that investors should consider this information before making an investment decision with respect to
any security of the Company or any of its affiliates.
Item 9.01. Financial Statements and Exhibits.
NOTE REGARDING FORWARD LOOKING STATEMENTS
Any statements in this Current Report on Form
8-K or any exhibit hereto about future expectations, plans, and prospects for the Company, including statements about Company’s
future expectations, beliefs, goals, plans, or prospects, constitute “forward-looking statements” within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. In some cases you can identify forward-looking statements because they
contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “likely,” “plan,” “potential,”
“predict,” “project,” “seek,” “should,” “target,” “will,” “would,”
or similar expressions and the negatives of those terms.
These forward-looking statements involve risks,
uncertainties, and assumptions that could cause actual performance or results to differ materially from those expressed or suggested by
the forward-looking statements. If any of these risks or uncertainties materialize, or if any of Company’s assumptions prove incorrect,
its actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and
uncertainties include risks associated with: Company’s ability to achieve or maintain profitability, and to effectively manage its
anticipated growth; and the risks described in the other filings Company makes with the Securities and Exchange Commission from time to
time, including the risks described under the heading “Risk Factors” in Company’s Annual Report on Form 10-K for the
year ended December 31, 2022 and subsequent quarterly reports on Form 10-Q, and which should be read in conjunction with its financial
results and forward-looking statements. All forward-looking statements in this Current Report on Form 8-K or any exhibit hereto are based
on information available to Company as of the date hereof, and it does not assume any obligation to update the forward-looking statements
provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
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 hereunto duly authorized.
Cryomass Technologies Inc
/s/ Christian Noël |
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Christian Noël |
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CEO |
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Date: January 29, 2024 |
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2
Exhibit 99.1
CryoMass Announces Non-Dilutive Financing
Agreement
DENVER, Jan. 29, 2024 (GLOBE NEWSWIRE) -- CryoMass Technologies Inc.
(the “Company” or “CryoMass”) (OTCQB: CRYM), a leader in cryogenic trichome-rich crops refinement systems, today
announced that it has reached terms of an agreement with CRYM Co-Invest GP, a company affiliated with CryoMass (‘’GP”).
Under the agreement, entities controlled by GP will have the right to purchase up to five CryoSift Separator™ Units (''Units”)
from CryoMass for a total of up to US$6 million. The entities (“Buycos”) will in turn lease the Units to cultivators and processors
(‘’Clients’’), that have been sourced and approved by CryoMass. This innovative financing structure provides growth
capital to CryoMass while enabling wider deployment of the Company's game-changing processing technology.
This funding arrangement will be non-dilutive to CryoMass shareholders,
while providing capital to build Units and working capital for growing the business. The term of each lease is expected to be a minimum
of three years, at the end of which Buycos will have the right to sell the Units back to CryoMass for their original purchase price. CryoMass
will receive a recurring revenue stream from the processing fees charged to Clients.
"This innovative financing agreement is key since it will allow
us to more rapidly deploy our disruptive CryoSift Separators™ and drive adoption of our cutting-edge refinement process," said
Christian Noël, CEO of CryoMass Technologies. "We look forward to onboarding new Clients. We will announce further details as
lease agreements are finalized".
Although demand for CryoMass' disruptive cryogenic refinement equipment
continues to be strong, many operators lack the large upfront capital required under a traditional licensing model. At the same time,
CryoMass requires growth capital to manufacture and ship Units to meet increasing demand. This financing arrangement accelerates opportunities
for the Company to deploy Units.
Access to capital has been an ongoing challenge for our prospective
Clients working in the cannabis industry due to federal prohibition. Although medical and/or recreational cannabis use is now legal in
38 states, most banks still refuse to work with cannabis companies due to federal law. This greatly restricts lending as well as other
access to traditional sources of capital.
The common stock of CryoMass Technologies Inc.
trades on the OTC QB market under the symbol CRYM. For further information, please contact the Company by email at investors@cryomass.com
or by telephone at 303-222-8092.
About CryoMass
CryoMass Technologies Inc. develops and licenses cutting-edge equipment
and processes to refine harvested cannabis, hemp, and other premium crops. The company’s patented technology harnesses liquid nitrogen
to reduce biomass and then efficiently isolate, collect and preserve delicate resin glands (trichomes) containing prized compounds like
cannabinoids and terpenes.
Building on this technology, CryoMass has
engineered its premier Trichome Separation unit (CryoSift Separator™), optimized via patented cryogenic processes to rapidly
capture intact, high- value cannabis and hemp trichomes (CryoSift™). Much like sugar and flour refinements, the resulting
CryoSift™ concentrate is a superior product compared to unprocessed biomass. For cultivators, reducing biomass into
CryoSift™ slashes volume up to 80%, dramatically lowering storage, handling, and transportation costs. Properly stored,
CryoSift™ prevents potency and terpene degradation, preserving value. For processors, the minimized input volume also enables
considerable cost savings and logistics advantages. Extracting from CryoSift™ using solvents and manufacturing solventless
products unlocks industrial scale yields unattainable otherwise.
CryoMass anticipates its efficiencies will catalyze industry-wide shifts
in cannabis and hemp post- harvest methods. Additionally, the technology shows promise for diverse trichome-rich plants.
This press release is not an offer of securities, or a solicitation
for purchase, subscription or sale of securities in the United States of America or in any other jurisdiction in which it would be unlawful
to do so.
Forward-looking Statements
This press release may contain forward-looking statements within the
meaning of the United States Private Securities Litigation Reform Act of 1995 that involve known and unknown risks, uncertainties and
other factors, including risk factors identified in the Company's SEC filings, and which may cause the actual results, performance or
achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the
forward-looking statements. Risks and uncertainties include, without limitation, changes in the regulatory environment affecting the sale
and use of cannabis or hemp products and of other, potential lines of businesses that the Company will consider entering at a given time,
demand for the Company's products, internal funding and the financial condition of the Company, product roll- out, competition, our dependence
upon our commercial partners, variations in the global commodities markets and other commercial matters involving the Company, its products
and the markets in which the Company operates or seeks to enter, as well as general economic conditions. The forward-looking statements
in this press release are made only as of the date hereof, and unless otherwise required by applicable securities laws, the 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.
Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions
and regulations that govern the cannabis industry in the United States. Marijuana, as defined in the U.S. Controlled Substances Act, remains
a Schedule I drug under the respective act, making it illegal under federal law in the U.S. to, among other things, cultivate, distribute
or possess cannabis. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities
in the U.S. may form the basis for prosecution under applicable U.S. federal money laundering legislation. Please carefully review the
Company's SEC filings with respect to related risk factor.
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CryoMass Technologies (QB) (USOTC:CRYM)
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