Form 8-K - Current report

 

 

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		000-56155		82-5051728
(State or other jurisdiction of		(Commission File Number)		(IRS Employer
incorporation)				Identification No.)

 

1001 Bannock St Suite 612, Denver CO		80204
(Address of principal executive offices)		(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		Trading Symbol		Name of each Exchange on which Registered
None

 

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.

 

EXHIBIT 99.1		Press Release January 29, 2024 CryoMass Technologies Inc
EXHIBIT 104		Cover Page Interactive Data File (embedded within the Inline iXBRL document)

 

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.

 

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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
Christian Noël
CEO
Date: January 29, 2024

 

 

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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 [e-mail] 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.

 

 

 

 

 

Cover	Jan. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 29, 2024
Entity File Number	000-56155
Entity Registrant Name	Cryomass Technologies Inc
Entity Central Index Key	0001533030
Entity Tax Identification Number	82-5051728
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1001 Bannock St Suite 612
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80204
City Area Code	303
Local Phone Number	416-7208
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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