AWH Announces Filing of Registration Statement on Form S-3 Containing a Base Shelf Prospectus

Ascend Wellness Holdings, Inc., a multi-state, vertically integrated cannabis operator, announced that it filed a registration statement on Form S-3 (the “Registration Statement”) containing a base shelf prospectus with the United States Securities and Exchange Commission (“SEC”) on November 22, 2022. The Registration Statement is expected to become effective following review by the SEC.  A corresponding preliminary base shelf prospectus (the “Canadian Prospectus”) has been filed with the securities regulatory authorities in each of the provinces of Canada, excluding Québec, under the U.S.-Canada multijurisdictional disclosure system (MJDS).

The Registration Statement (when effective) and Canadian Prospectus (upon the issuance of a receipt for the final Canadian Prospectus) will qualify the distribution from treasury of up to an aggregate amount of $100,000,000 worth of shares of Class A common stock, preferred stock, warrants, debt securities, subscription rights and/or units of the Company (collectively, the “Securities”), or any combination, over the period(s) that each of the Registration Statement and Canadian Prospectus remain effective, respectively.

“While we do not have immediate plans to issue Securities under the Registration Statement or the Canadian Prospectus, we deemed it prudent to prepare ourselves to take advantage of markets should they evolve into a more accretive financing alternative,” said Dan Neville, Interim Co-CEO and CFO. “This filing allows us the flexibility to pursue additional financing opportunities should they become in the best interest of our shareholders.”

The Company became eligible to file a registration statement on Form S-3 after one year of SEC reporting, following the effectiveness of its previously filed registration statement on Form S-1. The terms of any Securities to be offered under the base prospectus will be specified in a prospectus supplement, which will be filed with the applicable U.S. and Canadian securities regulatory authorities in connection with any such offering. 

The Registration Statement has been filed with the SEC but is not yet effective. The Securities may not be sold nor may offers to buy be accepted under the Registration Statement prior to the time the Registration Statement becomes effective or under the Canadian Prospectus prior to the issuance of a receipt for the final Canadian Prospectus. This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the Securities, nor shall there be any sale of such Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer of Securities will occur solely by means of the base shelf prospectus included in the Registration Statement and/or the Canadian Prospectus and one or more prospectus supplements that would be issued at the time of any such offering.

A copy of the Registration Statement can be found on EDGAR at www.sec.gov and a copy of the Canadian Prospectus can be found under the Company’s SEDAR profile at www.sedar.com.

AWH is a vertically integrated multistate cannabis operator with licenses and assets in Illinois, Michigan, Ohio, Massachusetts, New Jersey, and Pennsylvania. AWH owns and operates state-of-the-art cultivation facilities, growing award-winning strains and producing a curated selection of products for retail and wholesale customers. AWH produces and distributes its in-house Simply Herb, Ozone, and Ozone Reserve branded products. For more information, visit www.awholdings.com.