iAnthus Capital Holdings, Inc‘s CEO Hadley Ford has resigned from his position after an investigation by the board’s special committee. The company’s President and Co-founder Randy Maslow has been appointed as the interim CEO effective immediately.
On March 31, 2020, allegations against the Company were made in an online media report. Broadly stated, the allegations were that Hadley Ford is or has been acting in a conflict of interest and has misused iAnthus’ resources to his own benefit. In response, the Board determined that it was in the best interests of the Company to form the Special Committee and retain outside counsel to conduct a detailed investigation.
The Special Committee’s investigation examined all material allegations against the Company included in the Online Report. Two allegations were substantiated and the Special Committee recommended further action.
The Special Committee concluded, and the Board accepted, that Ford entered into two undisclosed loans (one loan for US$100,000.00 with a related-party and the other for US$60,000.00 with a non-arm’s length party) and those loans created a potential or apparent conflict and should have been disclosed to the Board in a timely way.
With respect to the loan with the related-party, the Online Report included an allegation that Ford entered into an undisclosed loan transaction with the managing member of iAnthus’ senior secured lender, Gotham Green Partners. The Special Committee considered the allegation and the relevant details, are summarized as follows:
- On December 20, 2019, iAnthus and Gotham Green closed an additional US$36.15 million of senior secured convertible notes from Gotham Green and additional co-investors.
- A day after the close of the Third Tranche, on December 21, 2019, Ford (as borrower) and the Managing Member (as lender), entered into a loan for the principal sum of US$100,000, documented by an email. The loan bore no interest and was to be repayable on March 31, 2020. The loan has not been repaid.
The Special Committee did not find a basis to conclude that Ford’s conduct in the face of the potential or apparent conflict impacted the terms, timing, or negotiations the Company had with the related-party or the non-arm’s length party. Nevertheless, the Special Committee concluded, and the Board accepted, that the failure to disclose such personal loans to the Board was a breach of the Company’s conflict policies and other obligations as an officer and director of the Company.
The Board has accepted Ford’s immediate resignation as CEO. Ford also resigned as a director of the Company and as an officer and director of the Company’s subsidiaries.
The Board has appointed Randy Maslow as interim CEO effective immediately. Mr. Maslow is the co-founder of iAnthus and has served as the President and a director of the Company since its inception. Mr. Maslow is a nationally recognized expert in federal and state cannabis law and regulatory policy and serves as a member of the Federal Policy Council of the National Cannabis Industry Association and the Boards of Directors of the Cannabis Trade Federation, the New Jersey Cannabis Industry Association, and the New York Medical Cannabis Industry Association. Prior to co-founding iAnthus, Mr. Maslow was a veteran tech industry entrepreneur, senior executive and attorney with more than 25 years’ experience as General Counsel to rapidly growing telecom and internet companies.
Mr. Maslow is a graduate of Cornell University and the Rutgers University School of Law, where he received his J.D. with Honors and served as an editor of the law review. Prior to entering the tech industry, Mr. Maslow was in private practice with Greenberg Traurig, LLP, and previously with the Philadelphia law firms White and Williams and Blank Rome LLP.
Elizabeth (Beth) Stavola, Chief Strategy Officer and director of iAnthus stated: “I look forward to working closely with Randy as interim CEO and the Special Committee as the Company explores strategic alternatives.”
As disclosed in the Company’s news releases dated April 6, 2020 and April 22, 2020, iAnthus has initiated a Strategic Alternatives Review Process and has hired Canaccord Genuity Corp. as its financial advisor.
The Strategic Alternatives Review Process is ongoing and there can be no assurance as to what, if any, alternative might be pursued by the Company. In accordance with applicable disclosure requirements, the Company will advise the market of material changes, if and when they occur.
As disclosed in the Company’s news release dated April 6, 2020, iAnthus has temporarily postponed the filing of its annual financial statements for the year ended December 31, 2019 to incorporate subsequent event disclosures as they relate to the Company’s financial position.
As a result of a change to the Company’s filing date, the Company’s earnings news release for the fourth quarter and full year 2019, as well as the conference call for financial analysts and investors previously scheduled for April 7, 2020, is being rescheduled. The Company expects to issue a news release announcing a revised date for the fourth quarter and fiscal year ended December 31, 2019 conference call and earnings news release.