SEC Company Response from WOLVERINE PARTNERS CORP. (CIK 0001810254) — Sep 14, 2020
WOLVERINE PARTNERS CORP. (CIK 0001810254)
Date: Sept. 14, 2020 · CIK: 0001810254 · Accession: 0001104659-20-104586
AI Filing Summary & Sentiment
Letter
United States Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences RE: Wolverine Partners Corp. d/b/a Gage Cannabis Co. Amendment to Draft Offering Statement on Form 1-A Submitted September 14, 2020 CIK No. 0001810254
Dear Sir or Madam,
I am writing you on behalf of my client, Wolverine Partners Corp. d/b/a Gage Cannabis Co. (the “Corporation”), and the above-referenced Amended Offering Statement, to inform you of a revision to the share classes being offered by the Corporation, and to advise you of the submission of the required written consent on behalf of the Corporation’s independent auditor, MNP, LLP.
Offering of Subordinate Voting Shares
As indicated in its initial filings, submitted for confidential review, the Corporation intended to offer up to 571,428 proportionate voting shares at $87.50 per share, with a maximum offering of up to $50 million. Subject to the Corporation’s “foreign private issuer protection limitation”, which limited the aggregate number of authorized shares that could be held by residents of United States to forty percent (40%), each proportionate voting share was fully convertible into subordinate voting shares at a conversion ratio of one proportionate voting share to fifty (50) subordinate voting shares. Thus, one proportionate voting share, valued at $87.50 per share, was convertible into fifty (50) subordinate voting share, valued at $1.75 per share.
As a Canadian company, the Corporation’s intent in offering proportionate voting shares was to preserve its status as a foreign private issuer, as determined in accordance with Rule 3b-4 under the Securities Exchange Act of 1934, as amended. A foreign company will qualify as a foreign private issuer if 50% or less of its outstanding voting securities are held by U.S. residents; or if more than 50% of its outstanding voting securities are held by U.S. residents and none of the following three circumstances applies: the majority of its executive officers or directors are U.S. citizens or residents; more than 50% of the issuer’s assets are located in the United States; or the issuer’s business is administered principally in the United States.
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Dickinson Wright PLLC
September 14, 2020
Page 2
After consideration of potential investor confusion regarding the value of the shares being offered, as well as a reevaluation of the Corporation’s current status as a foreign private issuer and its need to maintain such status, the Corporation has decided to revise its offering statement to reflect an offering of 28,571,428 subordinate voting shares at $1.75 per share.
As all calculations made in the Corporation’s offering circular were made on an “as-converted” basis, the Corporation feels that that an offering of subordinate voting shares would address any anticipated confusion regarding its share classes.
Written Consent of Auditor
In your comment letter, dated August 25, 2020, you noted that the Corporation was required to submit an updated written consent from MNP, LLP, the Corporation’s independent auditor, as the previously submitted written consent was outdated. In its response, filed on September 1, 2020, the Corporation indicated that it had concurrently filed an updated consent as requested. Although it was the Corporation’s intent to file the consent concurrently, this was inadvertently overlooked. The Corporation has now submitted the consent as requested, on September 14, 2020.
If you have any additional questions regarding our responses to your comments, please contact Frank Borger Gilligan at (615) 319-8005 or by email at fborgergilligan@dickinsonwright.com.
Sincerely,
Frank Borger Gilligan
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CORRESP
1
filename1.htm
424
Church Street, Suite 800
Nashville, TN 37219
Telephone: 615-244-6538
Facsimile: 844-670-6009
http://www.dickinsonwright.com
Frank Borger Gilligan
fborgergilligan@dickinsonwright.com
615-780-1106
September 14, 2020
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Life Sciences
100 F Street NE
Washington, D.C. 20549
RE: Wolverine Partners Corp. d/b/a Gage Cannabis Co.
Amendment to Draft Offering
Statement on Form 1-A
Submitted September 14, 2020
CIK No. 0001810254
Dear Sir or Madam,
I am writing you on
behalf of my client, Wolverine Partners Corp. d/b/a Gage Cannabis Co. (the “Corporation”), and the above-referenced
Amended Offering Statement, to inform you of a revision to the share classes being offered by the Corporation, and to advise you
of the submission of the required written consent on behalf of the Corporation’s independent auditor, MNP, LLP.
Offering of Subordinate Voting Shares
As indicated in its
initial filings, submitted for confidential review, the Corporation intended to offer up to 571,428 proportionate voting shares
at $87.50 per share, with a maximum offering of up to $50 million. Subject to the Corporation’s “foreign private
issuer protection limitation”, which limited the aggregate number of authorized shares that could be held by residents
of United States to forty percent (40%), each proportionate voting share was fully convertible into subordinate voting shares at
a conversion ratio of one proportionate voting share to fifty (50) subordinate voting shares. Thus, one proportionate voting share,
valued at $87.50 per share, was convertible into fifty (50) subordinate voting share, valued at $1.75 per share.
As a Canadian company,
the Corporation’s intent in offering proportionate voting shares was to preserve its status as a foreign private issuer,
as determined in accordance with Rule 3b-4 under the Securities Exchange Act of 1934, as amended. A foreign company will qualify
as a foreign private issuer if 50% or less of its outstanding voting securities are held by U.S. residents; or if more than 50%
of its outstanding voting securities are held by U.S. residents and none of the following three circumstances applies: the majority
of its executive officers or directors are U.S. citizens or residents; more than 50% of the issuer’s assets are located in
the United States; or the issuer’s business is administered principally in the United States.
Arizona California Florida Kentucky Michigan
Nevada Ohio Tennessee Texas Toronto Washington
DC
Dickinson Wright PLLC
September 14, 2020
Page 2
After consideration
of potential investor confusion regarding the value of the shares being offered, as well as a reevaluation of the Corporation’s
current status as a foreign private issuer and its need to maintain such status, the Corporation has decided to revise its offering
statement to reflect an offering of 28,571,428 subordinate voting shares at $1.75 per share.
As all calculations
made in the Corporation’s offering circular were made on an “as-converted” basis, the Corporation feels that
that an offering of subordinate voting shares would address any anticipated confusion regarding its share classes.
Written Consent of Auditor
In your comment letter,
dated August 25, 2020, you noted that the Corporation was required to submit an updated written consent from MNP, LLP, the Corporation’s
independent auditor, as the previously submitted written consent was outdated. In its response, filed on September 1, 2020, the
Corporation indicated that it had concurrently filed an updated consent as requested. Although it was the Corporation’s intent
to file the consent concurrently, this was inadvertently overlooked. The Corporation has now submitted the consent as requested,
on September 14, 2020.
If you have any additional
questions regarding our responses to your comments, please contact Frank Borger Gilligan at (615) 319-8005 or by email at fborgergilligan@dickinsonwright.com.
Sincerely,
Frank Borger Gilligan
Frank Borger Gilligan
Dickinson Wright PLLC
Arizona California Florida Kentucky Michigan
Nevada Ohio Tennessee Texas Toronto Washington
DC