Charlotte's Web Holdings, Inc. has entered into an Option Purchase Agreement with Stanley Brothers USA Holdings, Inc., a privately-held Delaware company, and the shareholders of Stanley Brothers USA. 

Stanley Brothers USA is a cannabis wellness incubator currently operating in Colorado, California, Florida with expansion plans underway in eight additional states. The Option has a five-year term (extendable for an additional two years) and provides Charlotte's Web the optionality to acquire Stanley Brothers USA on the earlier of three years from the effective date of the Option and federal legalization of cannabis in the United States, or such earlier time as Stanley Brothers USA and Charlotte's Web may agree, potentially including when otherwise permitted by the policies of the stock exchange on which the company's securities are listed for trading. The common shares of Charlotte's Web continue to trade on the TSX in Canada and OTCQX in the US.

"Consumer attitudes, market trends and laws surrounding cannabis and its role within the wellness category continue to trend positively,” said Charlotte’s Web CEO Deanie Elsner. “This strategic Option provides Charlotte's Web optionality to enter the U.S. cannabis wellness market in partnership with an experienced and trusted team and brand, positioning our business for potential new growth opportunities and shareholder value creation. The Stanley Brothers are innovating cannabis wellness with the same philosophy and vision that drove their success as founders of the Charlotte's Web brand. With this shared heritage, we could not be more aligned."

Stanley Brothers USA is evolving botanical formulations for the Cannabis 2.0 wellness-focused consumer, combining full-spectrum cannabis extracts with functional botanical ingredients. Marketed under the ReCreate brand, the wellness formulations are lower in THC for more precisely controllable benefits. Products include functional chocolates, gummies and oil tinctures, formulated with the wellness benefits of the entire cannabis plant including CBD and THC to help achieve a desired state of wellbeing.

Charlotte's Web is the global leader in the cultivation, production and distribution of hemp-derived CBD wellness products. Until the Option is exercised, both Charlotte's Web and Stanley Brothers USA will continue to operate as standalone entities in the U.S. Internationally, the companies are able to explore opportunities where cannabis is federally permissible.

Two founders of Stanley Brothers USA are members of the Charlotte's Web board of directors. To further support the strategic Option, Charlotte's Web co-founders Joel Stanley and Jared Stanley resigned as members of the Charlotte's Web board of directors in order to transition to board positions with Stanley Brothers USA and oversee execution of that business with aligned values, business practices and vision.

Joel Stanley, a Charlotte's Web co-founder and Board Member, is a Stanley Brothers USA co-founder and will assume a seat on the Board of Directors at Stanley Brothers USA. Jared Stanley, a Charlotte's Web co-founder, board member, and its Chief Cultivation Officer, is a Stanley Brothers USA co-founder and will assume a seat on the Board of Directors at Stanley Brothers USA.

A special committee of the board of directors of CW, comprised solely of independent and disinterested directors, and advised by its own independent legal advisors, unanimously recommended that the Board approve the Option. Acting upon the recommendation of the Special Committee, the members of the Board unanimously approved the Option.

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