United States securities and exchange commission logo
June 14, 2022
James Cacioppo
Chairman and Chief Executive Officer
Jushi Holdings Inc.
301 Yamato Road, Suite 3250
Boca Raton, FL 33431
Re: Jushi Holdings Inc.
Draft Registration
Statement on Form S-1
Submitted May 17,
2022
CIK No. 0001909747
Dear Mr. Cacioppo:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 filed May 17, 2022
Prospectus Summary
Recent Developments, page 8
1. Please revise here to
disclose any negative covenants entered into in connection with the
Acquisition Facility.
Risk Factors
We have a substantial level of indebtedness, and we may not be able to
generate sufficient cash
to service all of our indebtedness..., page 20
2. Please quantify your
debt service cost for your 10% Senior Secured Notes and Acquisition
Facility and what
assets have been pledged to secure the indebtedness.
James Cacioppo
Jushi Holdings Inc.
June 14, 2022
Page 2
Capitalization, page 33
3. Since the amount of your cash and cash equivalents is not part of your
capitalization,
please revise to present separate and distinct totals for cash and
cash equivalents and for
your capitalization. Please do not combine the amount of cash and cash
equivalents in the
total amount for your capitalization.
Business, page 50
4. We note your disclosure on page 53 that you intend to utilize
intellectual property related
to your cannabis brands. Please revise your Business section to
disclose the intellectual
property rights you have obtained and whether you intend to file for
additional rights.
Refer to Item 101(c)(1)(iii)(B) of Regulation S-K.
Product Selection and Offerings, page 53
5. Please revise here to disclose whether your CBD products are derived
from hemp
containing no more than 0.3 percent THC. To the extent they are not,
add risk factor
disclosure that your CBD products may violate the Controlled
Substances Act.
6. You state on page 54 that you sell Nira products through your online
store at
www.niracbd.com. This website no longer appears to be active. We note
previous visits to
this webpage presented text stating the Nira CBD online store is
permanently closed.
Please revise your disclosure or otherwise explain.
Business in Europe, page 55
7. We note your financial statements are provided in thousands and
so it appears your
impairment loss you reference on page 55 should be $4,561,000. Please
revise or
otherwise advise.
Principal Markets & Competition, page 55
8. Please state what MSO stands for the first time it is used.
Description of Capital Stock,Cacioppo
FirstName LastNameJames page 101
Comapany
9. NameJushi
Please revise to Holdings Inc.
disclose whether the voting rights of your shares are
cumulative or non-
cumulative. Refer
June 14, 2022 Page 2 to Instruction 1.A of Item 202 of Regulation S-K.
FirstName LastName
James Cacioppo
FirstName LastNameJames Cacioppo
Jushi Holdings Inc.
Comapany
June NameJushi Holdings Inc.
14, 2022
June 14,
Page 3 2022 Page 3
FirstName LastName
Other Important Provisions in our Articles, page 106
10. We note your disclosure here that the courts of the province of
British Columbia and
appellate courts therefrom shall be the sole and exclusive forum for
certain proceedings.
Please revise this section to disclose how this provision will be
applied to claims brought
under the Securities Act and the Exchange Act; address any uncertainty
about
enforceability; and, to the extent that the provision applies to
claims under the federal
securities laws, include risk factor disclosure.
You may contact Julie Sherman at 202-551-3640 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Crawford at 202-551-7767 or Christopher Edwards at 202-551-6761
with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: W. Stuart Ogg, Esq.