2018 CANNABIS INVESTMENT REPORT GLOBAL CANNABIS CONSUMERS Contents Foreword I Executive Summary II Cannabis Science 101 III Cannabis Industry Segmentation IV U.S. Legal Landscape V Global Cannabis Regulation VI U.S. and International Cannabis Market Estimates VII Capital Markets for Cannabis Companies VIII Top 100 Private Cannabis Companies 2018 IX Cannabis Industry Risk Factors X Glossary of Terms Disclosures, Disclaimers, Sources and Use Ackrell Capital Cannabis Team Inside Back Cover: The Green Field 2018 About Ackrell Capital Founded in 2003, Ackrell Capital is a leading independent investment bank focused on emerging growth companies. Ackrell Capital’s expertise includes: Private Equity Mergers and Acquisitions Private Placements Corporate Development Cannabis, Consumer, Technology, Digital and Other Emerging Growth Industries The United Nations recently estimated that more than 180 million people globally between the ages of 15 and 64, or more than 4% of this age group, consume cannabis annually. At least 20 countries have implemented medical cannabis laws, including Australia, Canada, Colombia and Germany; countries without such laws include China, Japan, Russia and the United States. Although federally illegal in the United States, 46 states and the District of Columbia have passed at least one law that permits the manufacture, distribution, dispensing or possession of cannabis. While most of these laws are medical cannabis laws, 8 states have enacted recreational laws. Across all medical cannabis laws in the United States, cannabis is legally recognized as a form of therapy or medicine for more than 50 qualifying conditions, including Alzheimer’s disease, anorexia, arthritis, cancer, chronic pain, epilepsy and post-traumatic stress disorder. California is poised to become the largest recreational cannabis market in the world with the implementation of its recreational law in January 2018—a watershed moment for the industry. The illegal cannabis market in the United States is estimated to be more than $45 billion annually. (We estimate that the 2017 U.S. state-legal cannabis market was $8.0 billion.) If federal legalization occurs, we believe that the legal market could be more than two times the size of the current illegal market, ultimately exceeding $100 billion annually. The cannabis industry provides a broad range of investment opportunities in both the public and private markets for sophisticated investors who are willing to take significant risks. Ackrell Capital is based in San Francisco, CA. Ackrell Capital is a member of FINRA and SIPC. This report has been compiled for informational purposes only, and is not a research report. This report is not and should not be construed as an offer to sell securities or a solicitation of an offer to buy securities. The information in this report is of a general nature, and this report should not be construed, relied upon or acted upon as investment, legal, medical, health or tax advice. Ackrell Capital has made investments in and conducted investment banking services for companies mentioned in this report, and may do so in the future. Readers should be aware that Ackrell Capital may have a conflict of interest that could affect the objectivity of this report. Ackrell Capital, LLC is a member of FINRA and SIPC. © 2017 Ackrell Capital, LLC. REPORT HIGHLIGHTS Select Countries with Legalized Cannabis Access (January 2018) Recreational Law* Medical Law State/Province Conflict with Federal Law *Canada currently has a medical law. Assumes Canada enacts a proposed recreational law in mid-2018. U.S. State Cannabis Laws (January 2018) Recreational Law Medical Law CBD/Limited Law © 2017 Ackrell Capital, LLC | Member FINRA / SIPC Progression of U.S. State Cannabis Laws 1996 2004 2008 2012 2014 TODAY Recreational Law Medical Law CBD/Limited Law © 2017 Ackrell Capital, LLC | Member FINRA / SIPC U.S. Legalized Cannabis Market $140,000 Path to Federal Legalization 70 M ($ millions) $120,000 $100,000 $80,000 $60,000 $40,000 FDA Approves Cannabis-Derived Pharmaceuticals More States Adopt Medical Cannabis Laws More States Adopt Recreational Laws FDA Routinely Approves CBD Drugs FDA Routinely Approves THC Drugs Federal Government Legalizes Cannabis 60 M 50 M 40 M 30 M 20 M Number of Consumers $20,000 10 M $0 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 0 M Legalized Cannabis Market Size Consumers Source:�Ackrell Capital. Assumes cannabis will be legalized federally by 2027. Cannabis may never be legalized federally in the United States. Cannabis Industry Segments Production Business Solutions Cultivation Production Equipment and Supplies Production and Testing Services Business Software Business Services Distribution Digital Media Dispensaries E-Commerce Distribution Services Online Content and Networking Online Directories Consumer Products Vaporizers and Flower Concentrates Infused Products Pharmaceuticals Accessories Involves “touching the plant” Does not involve “touching the plant” © 2017 Ackrell Capital, LLC | Member FINRA / SIPC Cannabis Investment Report | December 28, 2017 Foreword Ackrell Capital is pleased to present our 2018 Cannabis Investment Report. Much has happened in the nearly two years since we published our inaugural report: the cannabis industry grew significantly, companies in the industry raised large amounts of capital and their stock prices performed well, and the legalization movement continued worldwide as more countries and U.S. states implemented a framework for legal cannabis access. There was also a presidential election in the United States; its ultimate impact on the cannabis industry remains uncertain. What did not happen since we launched our inaugural report? Federal legali zation: “marijuana” continues to be classified as a Schedule I controlled substance under the Controlled Substances Act in the United States. In this new edition, we introduce an outlook on global cannabis markets, analyze capital markets for cannabis companies and present updated market estimates. We also expand on the first edition by providing more in-depth analyses of the various market segments within—and analyzing the legal issues pertinent to—the cannabis industry. The Top 100 Private Cannabis Companies list has been updated and our industry landscape, The Green Field, has been updated and expanded to include more than 500 companies. Cannabis legalization has accelerated domestically and internationally. In the 2016 U.S. elections, four states, including California, legalized recreational cannabis (bringing the total number of states with recreational laws to eight) and an additional four states legalized medical cannabis. Cannabis use is now statelegal in some form in 46 states. In January 2018, California will implement its recreational law, making it the largest market globally for the recreational use of cannabis. Similarly, Canada is expected to pass its recreational law in mid-2018. And in 2017, Germany became the most populous country in the world to pass a medical cannabis law. Cannabis has mass consumer appeal around the world. (According to the United Nations, more than 180 million people per year use cannabis and it is the most-consumed drug worldwide). While it is clear that there is significant demand for cannabis, less clear is how quickly illegal markets will transition to legal markets, as well as the extent to which legalization may increase overall demand. We continue to believe that it is a question of when—not if—the U.S. federal prohibition on cannabis will end. We believe that a path toward federal legalization exists and we believe this process has commenced. According to Gallup, 64% of Americans today believe that cannabis use should be legal. Who is the cannabis consumer? It is the 80-year-old cancer patient ingesting cannabis to treat side effects of chemotherapy. It is the 12-year-old child using cannabis extracts on a doctor’s recommendation to reduce epileptic seizures. It is the 30-something mother or father seeking to relax after a full day. It is a group of 20-year-olds on a Friday night heading to a concert. It is the millions of people suffering from anxiety and depression. It is the millions of people treating chronic pain and nausea. It is the millions of people using cannabis recreationally. Our team has met with more than 1,000 companies in the cannabis industry. We understand the opportunities and challenges facing the industry, and we are happy to provide our insights. Sincerely, The Ackrell Capital Cannabis Team © 2017 Ackrell Capital, LLC | Member FINRA / SIPC Cannabis Investment Report | December 2017 n Table of Contents CHAPTER I Executive Summary .......................................................... 1 n Global Cannabis Consumers n To Watch in 2018 n Investment Outlook CHAPTER II Cannabis Science 101........................................................ 15 n The Cannabis Plant n The Human Endocannabinoid System n Cannabinoids n Terpenes n Cannabis Formulations CHAPTER III Cannabis Industry Segmentation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 n Production n Distribution n Consumer Products n Business Solutions n Digital Media CHAPTER IV U.S. Legal Landscape ........................................................ 61 n U.S. State Law n U.S. Federal Law n The Path to Federal Legalization CHAPTER V Global Cannabis Regulation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 n Global Cannabis Legalization Momentum n United Nations Conventions n Global Legal Developments n Global Outlook CHAPTER VI U.S. and International Cannabis Market Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 n Global Market Overview n U.S. State-Legal Cannabis Market n U.S. Legalized Cannabis Market Forecast n International Legal Cannabis Market Forecast CHAPTER VII Capital Markets for Cannabis Companies ....................................117 n Capital Markets Overview n Public Capital Markets n Public Capital Markets: United States n Public Capital Markets: Canada n Private Capital Markets n Final Thoughts CHAPTER VIII Top 100 Private Cannabis Companies 2018 ..................................137 CHAPTER IX Cannabis Industry Risk Factors .............................................165 CHAPTER X Glossary of Terms ..........................................................169 Disclosures, Disclaimers, Sources and Use ...................................175 Ackrell Capital Cannabis Team ..............................................176 FRONT COVER Report Highlights BACK COVER The Green Field 2018 ii © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER I Executive Summary n Global Cannabis Consumers Cannabis has mass consumer appeal around the world. Millions of people use cannabis recreationally. Millions more use it medicinally. In aggregate, across all state medical cannabis laws in the United States, cannabis is legally recognized as a form of therapy or medicine for more than 50 medical conditions, including Alzheimer’s disease, anorexia, arthritis, cancer, chronic pain, epilepsy and post-traumatic stress disorder. Similar to the alcohol and pharmaceutical markets, we believe that the total addressable consumer market for cannabis consists of a significant portion of the global adult population. Cannabis is the most widely cultivated, produced, trafficked and consumed drug worldwide, according to the United Nations Office on Drugs and Crime (UNODC). In 2003, the UNODC estimated that the global illegal cannabis market was $113 billion, with 160 million consumers. The UNODC continues to estimate the number of cannabis users worldwide and recently estimated that 183 million people globally between the ages of 15 and 64, or more than 4% of this age group, consumed cannabis in 2015. In 2010, the RAND Corporation (RAND) estimated that the U.S. illegal cannabis market was $40 billion. Adjusting this estimate solely for inflation and population growth, the U.S. illegal market would now be approximately $48 billion. Both the UNODC and RAND acknowledge the challenges inherent in studying an illegal consumer market, and both allow significant room for error in their estimates. However approximate, their estimates make clear that there is significant global demand for cannabis. Less clear is how quickly illegal markets will transition to legal markets, as well as the extent to which legalization may increase overall demand. We believe that the growth of the global legal cannabis industry will be driven by increasing penetration in largely untapped “mainstream” consumer markets, and that the legal industry could grow to more than two times the estimated size of the current illegal market. We believe that cannabis will eventually become federally legal in the United States, for recreational enjoyment by adults and for use in a broad range of safe drugs and therapeutic products. After U.S. federal legalization, we believe that © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 1 Cannabis Investment Report | December 2017 the U.S. market will exceed $100 billion annually, with more than 50 million consumers. Globally, we estimate that the legal cannabis market has the potential to reach $500 billion annually, approaching one billion consumers. The Global Legal Cannabis Market Cannabis legalization is gaining momentum around the world. This momentum is driven primarily by the increasing recognition that cannabis may have a range of legitimate medicinal benefits and therapeutic applications. At least 20 countries now have medical laws that facilitate patient access to cannabis or cannabis concentrates for treating specified medical conditions. Notable countries with such medical laws include Australia, Canada, Colombia and Germany; countries without such laws include China, Japan, Russia and the United States. (Contrary to U.S. federal law, 29 states, encompassing 62% of the U.S. population, permit the production and possession of cannabis or concentrates for use in treating a broad range of qualifying medical conditions.) While the merits of medical cannabis are currently driving legalization, we believe that—like Uruguay and numerous U.S. states—other countries will ultimately enact legislation permitting the production, sale and use of recreational cannabis. (Canada is widely expected to do so in mid-2018.) The following world map illustrates select countries that (i) have enacted medical laws that facilitate patient access to cannabis or concentrates for treating specified medical conditions, (ii) have enacted recreational laws that permit the commercial production and sale of cannabis to adults for recreational and other uses, or (iii) include a state or province that has a cannabis law or policy in conflict with federal law. Select Countries with Legalized Cannabis Access (January 2018) Recreational Law* Medical Law State/Province Conflict with Federal Law *Canada currently has a medical law. Assumes Canada enacts a proposed recreational law in mid-2018. 2 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER I Executive Summary The U.S. State-Legal Cannabis Market The legal landscape for the cannabis industry in the United States continues to be characterized by conflict between federal prohibition and the steady advance of state legalization. According to federal policy, Americans can access tobacco, alcohol and prescription drug products that kill thousands each year, but they cannot access cannabis because it is a dangerous drug with no currently accepted medical application in the United States (notwithstanding the federal government holds a U.S. patent for methods of treating diseases with cannabinoids). Meanwhile, 46 U.S. states have enacted at least one law that permits the manufacturing, distribution, dispensing or possession of cannabis or concentrates. These laws fall into three general categories: • 29 U.S. states (and the District of Columbia) have enacted medical cannabis laws that permit the production and possession of cannabis or concentrates for use in treating a broad range of qualifying medical conditions. • 19 U.S. states have enacted narrow CBD/limited laws that permit possession of small amounts of low-THC/high-CBD cannabis concentrates for use in treating a few serious medical conditions—in particular, severe forms of childhood epilepsy. • 8 U.S. states have enacted recreational laws that permit the commercial production and sale of cannabis to adults for recreational and other uses. The following map of the United States shows states with medical cannabis laws, CBD/limited laws or recreational laws (a state with more than one of these laws is represented on the map by its most permissive law). U.S. State Cannabis Laws (January 2018) Recreational Law Medical Cannabis Law CBD/Limited Law © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 3 Cannabis Investment Report | December 2017 The U.S cannabis industry has proven adept at navigating this federal-state conflict, and is experiencing rapid growth despite it. We estimate that the 2017 U.S. state-legal cannabis market was $8.0 billion, with more than four million consumers. While the overall state-legal market has grown significantly, the addressable market has been constrained due to the lack of access to purely recreational consumers and the sometimes-narrow scope of medical conditions that qualify a patient for access to medical cannabis. The breakdown of this market estimate by state is shown in the following chart. 2017 U.S. State-Legal Cannabis Market Estimate Other States $1.9 B $8.0B California $3.2 B Colorado $1.5 B Oregon $470 M Washington $929 M Source: Ackrell Capital U.S. Federal Law Current federal law effectively prohibits all cannabis use and all commercial cannabis activity in the United States. Producing, selling and possessing cannabis are federal crimes. No cannabis-derived drug has ever been federally approved for use in treating any medical condition. Otherwise legitimate business transactions conducted by cannabis companies —and their banks, for those who can access banking services—are legally suspect. Certain intellectual property and bankruptcy protections critical to many U.S. businesses are not available to cannabis companies. Cannabis companies pay federal income tax at effective rates significantly higher than other businesses. Despite official prohibition, however, federal policies and laws recently passed by Congress have carved out a limited space in which the state-legal cannabis industry has managed to thrive. Enforcement policies published by the U.S. Department of Justice have unofficially invited cannabis business to proceed if certain conditions are respected. The U.S. Department of the Treasury established reporting policies that create room for banks to service the cannabis industry. Federal budget legislation 4 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER I Executive Summary has prevented allocated funds from being used to prosecute conduct that complies with state medical cannabis laws. And recent developments indicate the federal government may be pursuing policies and practices that create space for cannabis research and approval of cannabis-derived drugs. The following chart shows three general areas of federal law that impact the cannabis industry—food and drug regulation, banking and finance, and intellectual property—as well as specific laws and federal policies related to each area. (We expand on these laws, regulations and policies in Chapter IV, U.S. Legal Landscape.) Federal Laws and Policies Impacting the Cannabis Industry Controlled Substances Act Justice Department Cole Memo Bank Secrecy Act and Financial Transaction Laws Rohrabacher- Blumenauer Amendment Treasury Department FinCEN Memo Agricultural Act of 2014 DRUG AND FOOD REGULATION Federal Laws and Policies Impacting the Cannabis Industry BANKING AND FINANCE Securities Law Bankruptcy Law Food, Drug, and Cosmetic Act INTELLECTUAL PROPERTY Internal Revenue Code © 2017 Ackrell Capital, LLC Patent Act Plant Variety Protection Act Trademark Act © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 5 Cannabis Investment Report | December 2017 The Path to Federal Legalization We believe that the variable which will most impact the future size of the U.S. legal cannabis market is the federal legalization process. How and when federal legalization occurs will impact other primary drivers of the market, including the number of eligible consumers, penetration rates and consumer spending. We predict six developments relating to federal legalization: (1) the U.S. Food and Drug Administration (FDA) will begin approving individual pharmaceutical-grade drugs derived from cannabis; (2) more states will adopt medical cannabis laws; (3) more states will adopt recreational laws; (4) the FDA will adopt routine approval procedures for drugs with extracts of low-THC/ high-CBD cannabis varieties; (5) the FDA will adopt routine approval procedures for drugs with extracts of high-THC cannabis varieties; and (6) cannabis parts and derivatives will be removed from the CSA schedules (either incrementally, starting with CBD, or all at once) and will be fully legal for medical and recreational purposes. (We expand on these predicted developments in Chapter IV, U.S. Legal Landscape.) We do not predict that these developments necessarily will occur in the order presented. We do expect some of them to develop in parallel, and none of them depends fundamentally on any other. For example, Congress could cause development (6) at any time by passing legislation that removes Path to Federal Legalization 1. The U.S. Food and Drug Administration will begin approving individual pharmaceuticalgrade drugs derived from cannabis. 2. More states will adopt medical cannabis laws. 3. More states will adopt recreational laws. 4. The FDA will adopt routine approval procedures for drugs with extracts of low-THC/high-CBD cannabis varieties. 5. The FDA will adopt routine approval procedures for drugs with extracts of high-THC cannabis varieties. 6. Cannabis parts and derivatives will be removed from the CSA schedules and will be fully legal for medical and recreational purposes. cannabis from the CSA schedules and establishes a national framework for recreational and medical cannabis regulation. Developments (1) through (3) largely reflect incremental developments within the existing legal environment. We do not expect developments (4), (5) or (6) to occur during the current presidential term, but we believe that there is a reasonable chance development (4) could begin within the next five years and development (5) could occur within two years thereafter. In total, we believe it could take up to 10 years or more before the federal legalization process reaches development (6) and can nabis becomes fully legal under federal law. For our market estimates, we assume (i) development (4) begins in 2023, (ii) development (5) follows two years thereafter and (iii) development (6) occurs by 2027 and cannabis becomes fully legal in the United States. We believe that federal legalization will trigger rapid growth in the U.S. market, propelled by interstate commerce, access to the federal banking system and acceleration of the cannabis-derived pharma ceuticals market. A change in the federal status of cannabis in the United States will not only drive U.S. market growth, but should provide a significant catalyst to the market worldwide. The following graph illustrates the timeline of our predicted developments and the estimated impact on the U.S. legalized cannabis market. As discussed on page 175, readers are cautioned to not place undue reliance on our predictions or estimates. Almost certainly, our predictions and estimates will prove inaccurate in some respects. 6 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER I Executive Summary U.S. Legalized Cannabis Market $140,000 Path to Federal Legalization 70 M ($ millions) $120,000 $100,000 $80,000 $60,000 $40,000 FDA Approves Cannabis-Derived Pharmaceuticals More States Adopt Medical Cannabis Laws More States Adopt Recreational Laws FDA Routinely Approves CBD Drugs FDA Routinely Approves THC Drugs Federal Government Legalizes Cannabis 60 M 50 M 40 M 30 M 20 M Number of Consumers $20,000 10 M $0 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 0 M Legalized Cannabis Market Size Consumers Source:�Ackrell Capital. Assumes cannabis will be legalized federally by 2027. Cannabis may never be legalized federally in the United States. n To Watch in 2018 We believe that the following events will impact the legalized cannabis industry in 2018. Increasing Recreational Legalization We expect 2018 will be a watershed year for recreational markets, both in the United States and internationally. California will begin implementing its new recreational law in January 2018, and Canada’s proposed recreational law is widely expected to be approved in some form by mid-2018. California, which has a population of 38 million people and receives 250 million visitors annually, is poised to transition from the world’s largest medical cannabis market to the largest recreational market with the implementation of its recreational law in January 2018. In each of the three largest U.S. states to implement recreational laws—Colorado, Oregon and Washington—the To Watch in 2018 • Increasing Recreational Legalization • Cannabis Consumer Experience goes “Mainstream” • FDA Approval of Cannabis- Derived Pharmaceuticals • Commoditization of Cannabis Flower • Access to Banking Services for U.S. Cannabis Companies • Increasing Strategic Investor Activity; Continuing Funding Gap size of the legalized cannabis market expanded significantly, doubling the size of the overall market in each of these states in the first full calendar year after implementation. The world has yet to experience a legalized recreational cannabis market in a jurisdiction as large as California, and how the supply chain, consumer response and regulatory framework will coalesce in such a market remains to be seen. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 7 Cannabis Investment Report | December 2017 Nonetheless, we believe that California’s state-legal market may double from an estimated $3.2 billion in 2017 to approximately $6.5 billion in 2018. Canada has assumed the role of a global leader of cannabis legalization. Although Canada’s legal cannabis market is presently limited to medical cannabis, it is currently the largest federally legal cannabis market in the world, estimated at $1.5 billion in 2017. In April 2017, a proposed recreational law was introduced in the Canadian parliament; the proposed Cannabis Act would allow adults to purchase cannabis from federally licensed producers and to possess and share cannabis with other adults. The Cannabis Act is widely expected to be approved in some form by the Canadian parliament by mid- 2018. If approved, Canada would be the largest country in the world to legalize recreational cannabis on a national level, and we believe that the implementation of the Cannabis Act would significantly expand the size of Canada’s overall market. Canada has demonstrated that by providing a national legal framework for cannabis, companies operating legally within the industry have had a clear “first to market” advantage, allowing them to raise significant amounts of capital and to pursue domestic and international expansion opportunities. If these recreational laws stimulate demand, as expected, and are otherwise viewed as successful, we expect more U.S. states and additional countries to follow suit with similar laws. In the United States, legislatures in eight states (Arizona, Delaware, Florida, Michigan, New Jersey, Ohio, Rhode Island and Vermont) are expected to introduce ballot measures or explore regulatory frameworks for recreational cannabis in 2018. Cannabis Consumer Experience Goes “Mainstream” Cannabis consumer product companies and retailers are rapidly evolving to meet the needs of the “mainstream” cannabis consumer. Cannabis consumers are no longer limited to smoking flower with joints, pipes or bongs, but have their choice of an increasing variety of products, including concentrates, infused products and topicals. Products coming to market increasingly address the attributes demanded by the modern consumer—greater discretion, ease of use, product safety and accurate dosing. To attract more mainstream customers, companies have responded to these demands with increasingly sophisticated packaging and advertising. Where a consumer purchases a product can be as important as the product itself. In the United States, cannabis dispensaries play a critical role by providing consumers with access to a wide variety of products and “high-touch” education and sales services. Merchandising and branding have become more prominent as dispensaries increasingly seek to provide consumers with an experience similar to other mainstream retail shopping experiences. In 2018, we see an opportunity for cannabis dispensaries to drive consumer penetration and mainstream acceptance of cannabis by establishing storefronts in malls and other high-profile retail locations. In 2018, we believe that product innovation and advancements in cannabis varieties, concentrates, infused products, vaporizing technology and cannabis-derived pharmaceutical products will drive consumer adoption and spending. However, because numerous product categories have low barriers to entry, we expect a significant influx of cannabis brands that will aggressively compete for limited display space in dispensaries. We also believe product differentiation and availability will be more prevalent in legalized cannabis markets and will drive consumer transition from illegal to legal markets. 8 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER I Executive Summary “Mainstream” Consumer Experience © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 9 Cannabis Investment Report | December 2017 FDA Approval of Cannabis-Derived Pharmaceuticals The FDA’s first-ever approval of a cannabis-derived pharmaceutical may occur in 2018. The FDA has previously approved several drugs with chemically synthesized cannabinoids or cannabinoid-like compounds, but has never approved a drug derived from the cannabis plant. In October 2017, U.K.-based GW Pharmaceuticals submitted a New Drug Application (NDA) to the FDA for Epidiolex, an oral formulation of cannabis-derived cannabidiol, or CBD, intended to treat severe forms of childhood epilepsy. (GW Pharmaceuticals also manufactures Sativex, a mouth spray used for treatment of spasticity caused by multiple sclerosis; it includes THC and CBD derived from cannabis. Sativex was first approved for use in the United Kingdom in 2010, and has been approved for use in at least 30 countries, but not in the United States.) If the FDA approves Epidiolex, such a precedent could be followed by similar approvals in the United States for other cannabis-derived drugs and result in a significant increase in the medical use of cannabis by consumers. Commoditization of Cannabis Flower The supply of cannabis in the United States has increased considerably with expanded state legalization. This increase has started to dampen retail and wholesale prices in various markets. While retail prices vary across the country, an examination of the price per gram of cannabis flower, or “bud,” in the three largest states to implement recreational laws—Colorado, Oregon and Washington—reveals a downward trend. The following graph shows the average price per gram of cannabis flower in these three states since the beginning of 2016. Consumer Pricing Trends: Cannabis Flower Price per Gram $8.00 $7.50 $7.00 $6.50 $6.00 $5.50 $5.00 Jan 16 Mar 16 May 16 Jul 16 Sep 16 Nov 16 Jan 17 Mar 17 May 17 Jul 17 Sep 17 Source: BDS Analytics 10 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER I Executive Summary As prices decline, we are starting to see closer price parity between state-legal and illegal markets (in the United States, cannabis is generally priced lower in illegal markets than in state-legal markets). We believe that lower retail prices in state-legal markets will accelerate consumer transition from illegal to state-legal markets and drive increased overall penetration rates. However, state and local taxes will continue to impact pricing for cannabis products in state-legal cannabis markets, which will impede the transition to legal markets. In international markets, cannabis cultivators in South America, particularly in Colombia and Uruguay, are expected to proceed with large-scale operations in 2018, with the anticipated supply of cannabis entering the market in late 2018 or early 2019. These operations are designed to produce output that exceeds local demand, and South American countries are expected to export products to other legal markets, such as Canada and Germany. As legal markets increasingly import cannabis products, we anticipate downward-pricing pressure for cannabis in both the wholesale and retail markets. Cannabis cultivators in domestic markets that permit imports may be challenged by large, low-cost cannabis producers in South America and elsewhere. While these dynamics are expected to impact international cannabis markets, they should not materially affect prices in the United States until the importation of cannabis products becomes legal under federal law. Access to Banking Services for U.S. Cannabis Companies Because most cannabis-related businesses in the United States violate federal law, most domestic financial institutions do not provide services to participants in the cannabis industry. Companies in the cannabis industry may not be able to open or maintain bank accounts or access other products and services—such as credit facilities, payment processing and insurance coverage—typically provided by traditional financial institutions. A lack of access to banking and other traditional financial products and services continues to impede the growth of the industry; it increases the time, effort and expense related to ongoing operations and increases risks associated with cash transactions and the use of alternative products and services. The California State Treasurer’s Cannabis Banking Working Group—a panel convened by California State Treasurer John Chiang that includes representatives from the cannabis industry and financial institutions, and government tax collection, law enforcement and regulatory agencies—issued a report in November 2017 on the cannabis industry’s banking challenges. In the report, the State Treasurer’s Office stated that the cannabis industry’s lack of access to banking services is one of the biggest threats to the success of the state’s recreational cannabis law, which is scheduled for implementation starting in January 2018. The U.S. Bank Secrecy Act (BSA) requires financial institutions to file “suspicious activity reports” (SARs) with the Financial Crimes Enforcement Network (FinCEN) regarding customers engaged in “marijuana-related business.” From February 2014 through June 2017, FinCEN received a total of 33,692 marijuana-related SAR filings from a total of 390 banks and credit unions (out of approximately 11,500 depository institutions). The following graph based on FinCEN data shows the number of banks and credit unions making such filings. While the percentage of the total number of depository institutions serving the cannabis industry remains small, the growing number of depository institutions making SAR filings indicates that cannabis businesses increasingly are accessing the federal banking system despite federal law. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 11 Cannabis Investment Report | December 2017 Depository Institutions Making Marijuana-Related SAR Filings 350 300 250 200 150 100 50 0 Q2 2014 Q4 2014 Q2 2015 Q4 2015 Q2 2016 Q4 2016 Q2 2017 Banks Credit Unions Source: Financial Crimes Enforcement Network FinCEN has published guidance outlining how financial institutions can, consistent with their BSA obligations, provide services to marijuana-related businesses. However, this guidance does not provide financial institutions with a legal defense for any violation of federal law. Consequently, financial institutions willing to serve the cannabis industry tend to be smaller institutions, such as credit unions and state-chartered banks. “Big” banks generally do not serve, or are not willing to state publicly that they serve, the cannabis industry. For example, according to American Banker, a spokeswoman for Wells Fargo Bank recently said the bank’s policy worldwide is to not bank marijuana businesses. However, as cannabis-related companies increasingly participate in the formal U.S. economy, the notion of what constitutes a “marijuana-related business” is being blurred, and banks are finding it more difficult to institute and follow their own policies. For example, it may be straightforward for a bank to identify and refuse to transact with a cannabis cultivator, but the bank may be unsure whether it can provide services to (or whether it is providing services to) the cultivator’s accountant, landlord or investors. For example, Constellation Brands, Inc. (NYSE: STZ), a large beverage company, recently invested approximately $190 million in Canopy Growth Corporation (TSX: WEED), a Canadian cannabis company. According to public filings, Constellation Brands has credit agreements with a number of large financial institutions, including Bank of America, Bank of the West, Fifth Third Bank, Goldman Sachs Bank, JPMorgan Chase Bank, PNC Bank, SunTrust Bank and Wells Fargo Bank. How these institutions respond to the investment by Constellation Brands and other similar transactions may indicate how large financial institutions will interact with the industry in the foreseeable future. In the current environment, we believe more financial institutions will start to provide some level of service to the cannabis industry. We also agree with the view of the California State Treasurer’s Office, as expressed in the working group’s report, that it is only a matter of time until cannabis businesses have normal access to banking services. However, if the U.S. federal government were to change its 12 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER I Executive Summary current practice and aggressively enforce existing federal cannabis laws, including penalizing financial institutions for serving the cannabis industry, it would have a dampening effect on the industry both in the United States and abroad. Increasing Strategic Investor Activity; Continuing Funding Gap We share the belief held by many that, ultimately, established companies from analogous indus - tries—alco hol, pharmaceutical, tobacco and consumer products—will enter the cannabis industry through minority investment, by acquisition or otherwise. We have already seen examples: Constellation Brands’ investment in Canopy Growth referenced above and the more than $400 million spent by The Scotts Miracle-Gro Company (NYSE: SMG) to acquire soil, fertilizer, hydroponic equipment and lighting companies that supply the cannabis industry. These types of transactions help validate investor enthusiasm for and valuations in the cannabis industry, and we expect similar transactions to occur with increasing frequency during 2018 and beyond. Retail investors and an increasing number of family office and strategic investors are providing most of the investment capital to the cannabis industry. Cannabis-related companies raised more than $2.0 billion in the public and private markets in 2017, but many of the financings were small—less than $5 million. We expect that many institutional investors (most notably, the traditional venture capital and private equity communities) will not invest in the industry until it matures and the legal environment becomes more favorable. Without institutional support for the cannabis industry, a funding gap exists—companies are seeking more capital than investors are willing or able to provide. We believe that this is especially true in the private markets, where many companies struggle to raise necessary financing. Although capital may be available for select issuers in both public and private markets, we believe that without participation from institutional investors, the cannabis industry will continue to face a significant funding gap for the foreseeable future. n Investment Outlook Hundreds, if not thousands, of cannabis-related companies are seeking to raise capital—thus presenting investment opportunities for sophisticated investors who want to participate in the cannabis industry. Investors have their choice of investing in the more than 300 publicly traded cannabis-related companies, or in the significant number of private companies raising capital. Investors may also choose among stock markets (both within the United States and internationally), type of security (equity versus debt) and type of company (companies across all segments of the industry are raising capital). Most of the cannabis-related companies raising capital—even publicly traded companies—are in early stages of development, have de minimis revenue and are not profitable. More than 85% of publicly traded cannabis-related companies have annual revenue less than $5 million, and less than 5% have annual revenue greater than $25 million. To help investors better evaluate investment opportunities in the cannabis industry, we currently define five primary segments: production, distribution, consumer products, business solutions and © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 13 Cannabis Investment Report | December 2017 digital media. We further divide each segment into multiple subsegments. Each segment has unique opportunities and risks. For example, companies that possess, manufacture or distribute cannabis (commonly known as “touching the plant”) face risks related to violating federal law—and state-law compliance obligations— not generally faced by providers of business software or digital media content. Many businesses operate in multiple segments, and we expect industry leaders to emerge in each segment. The five primary segments and their subsegments are illustrated in the following chart. Cannabis Industry Segments Production Business Solutions Cultivation Production Equipment and Supplies Production and Testing Services Business Software Business Services Distribution Digital Media Dispensaries E-Commerce Distribution Services Online Content and Networking Online Directories Consumer Products Vaporizers and Flower Concentrates Infused Products Pharmaceuticals Accessories Involves “touching the plant” Does not involve “touching the plant” In our view, valuations and stock price fluctuations in the cannabis industry continue to be driven more by expectations for the cannabis industry in general than by individual company fundamentals. Today, in the public markets for cannabis-related companies, trading volumes are too low, trading prices are too volatile and operating histories are too limited to place any reliance on current valuation levels. We believe that this dynamic will continue until cannabis-related companies have matured and start to realize meaningful revenue, profitability and other financial metrics that will allow investors to evaluate companies within the industry by more traditional methodology. It is still too early to know how the cannabis industry or its sectors will be valued in the future. It may come to pass that companies in the cannabis industry are valued comparably to public companies in industries with similar characteristics, such as the alcohol, tobacco, pharmaceutical and consumer products industries, especially as companies from those industries look to enter the cannabis industry, through acquisition or by other means. What is clear now, however, is that investors will continue to have a range of investment opportunities from which to choose in this rapidly growing, dynamic industry. 14 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER II Cannabis Science 101 n The Cannabis Plant Cannabis is a genus of flowering plant indigenous to Eurasia. For millennia, humans have consumed cannabis for therapeutic, medicinal, social or spiritual purposes and have used the seeds and fibrous stalks of the cannabis plant to produce goods such as rope, paper, clothing and soap. There are at least three principal cannabis species: Cannabis sativa, Cannabis indica and Cannabis ruderalis. 1 These three species can be distinguished by their plant structures and leaves. Sativa plants are generally tall, thin and wispy; indica plants tend to be shorter and bushier than sativa plants; and ruderalis plants are shaggy and the shortest of all three species. The following pictures depict the Cannabis sativa, Cannabis indica and Cannabis ruderalis plants and their leaves. Cannabis Sativa Plant Cannabis Indica Plant Cannabis Ruderalis Plant 1 Botanists disagree about whether sativa, indica and ruderalis are distinct species or are instead distinct subspecies of a single plant species. Some botanists propose renaming these three species to reflect their geographic origins. This report takes no position on these botanical debates; it merely adopts one set of commonly used nomenclature. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 15 Cannabis Investment Report | December 2017 Cannabis Sativa Leaf Cannabis Indica Leaf Cannabis Ruderalis Leaf Many hybrid varieties of cannabis—sometimes referred to as strains—have developed from these three species, both through selective breeding and in the wild. Most cannabis varieties grown today are hybrids that exhibit features of two or more of these principal species. Cannabis varieties consumed for physio - logical effects generally are hybrids of sativa and indica that produce relatively large and dense flowers. Certain cannabis varieties—known as hemp—that are grown to produce industrial goods generally are sativa-dominant varieties or hybrids of sativa and ruderalis that produce relatively small and sparse flowers. Cannabis yields more than 100 different compounds known as “cannabinoids,” which, when consumed, act on cannabinoid receptors in cells in the human nervous and immune systems. The primary cannabinoid in most cannabis is tetrahydrocannabinol, or THC, the psychoactive compound responsible for the “high” or euphoric feeling commonly associated with cannabis consumption. The next most abundant cannabinoid is cannabidiol, or CBD, which produces a physical effect without the psychoactive effects associated with THC. Cannabis also includes a variety of compounds known as “terpenes,” which are understood to interact with cannabinoids to produce some of the physiological effects sought by cannabis consumers. Terpenes are present in cannabis and many other types of plants and are responsible for a plant’s aroma and flavor. Examples of terpenes found in cannabis include limonene, which is known for its citrus smell and is also present in citrus fruit rinds, and pinene, which is known for its pine and fir aromas and is also found in pine resin. The highest concentrations of cannabinoids and terpenes are found in the “trichomes” on the flowers of unpollinated female cannabis plants. Trichomes are crystalline or hairlike components that secrete cannabinoids, terpenes and other compounds; they generally occur all over the cannabis plant but are found in highest concentration on the flower. The following illustration shows the basic anatomy of a cannabis plant, and the images to the right show a female cannabis plant flower and a close-up view of trichomes. 16 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER II Cannabis Science 101 Cannabis Flower Trichomes Cannabis Plant Anatomy Cannabis can be consumed in a variety of ways that introduce its active compounds into the body: smoking cannabis flower or its extracts, vaporizing cannabis flower or its extracts, ingesting cannabis extracts or food products prepared with cannabis and topical application of cannabis products. Human consumption of cannabinoids and terpenes is widely believed to have numerous medicinal benefits and therapeutic applications. Depending on the types and relative concentrations of the cannabinoids and terpenes consumed, these benefits may include pain relief, reduction of inflammation, and promotion of an energetic, uplifting mood or a calm, relaxed mood. Although humans have used cannabis therapeutically for thousands of years, only recently have scientists begun to research and understand at the chemical and biological levels how cannabis works with the human body. In the 1940s, the American organic chemist Roger Adams performed numerous studies on cannabis and identified and isolated the cannabinoids THC, CBD and cannabinol, or CBN. In the 1960s, a team of scientists led by Raphael Mechoulam at the Weizmann Institute of Science in Israel more completely determined the chemical composition of THC, CBD and certain other cannabinoids. This research on cannabinoids ultimately led to the discovery that the human body naturally produces its own cannabinoids and uses them to regulate homeostasis (a process by which biological systems tend to maintain internal stability, or balance). © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 17 Cannabis Investment Report | December 2017 n The Human Endocannabinoid System The human endocannabinoid system consists of nervous and immune system receptors involved in regulating health and physiological functions. There are two types of endocannabinoid receptors, CB1 and CB2 receptors, which are located in the brain and in other organs, tissues and glands throughout the human body. The human body actively regulates variables related to appetite, immune response, memory, mood, pain, sleep and other functions by naturally creating compounds known as “endocannabinoids” and delivering them to these receptors. The following illustration depicts the human endocannabinoid system and the location of CB1 and CB2 receptors. Human Endocannabinoid System CB1 Receptors CB2 Receptors Immune Cells CB1 Brain Lungs Vascular system Muscles Gastrointestinal tract Reproductive organs CB2 Spleen Bones Skin Glial cells CB1 and CB2 Immune system Liver Bone marrow Pancreas Brain stem The physiological effects of cannabis consumption are believed to be primarily the result of THC, CBD and other cannabinoids bonding with the body’s endocannabinoid receptors and the consequent impact on functions regulated by the endocannabinoid system. As scientists gain a deeper understanding of the human endocannabinoid system, they are beginning to explore the application of cannabinoids to a broad range of medical conditions and ailments. Although medical research on cannabinoids is nascent, cannabis is currently being used to manage many conditions, including anxiety, depression, inflammation, insomnia, nausea, neural disorders and pain. CB1 and CB2 Receptors CB1 and CB2 endocannabinoid receptors, which are found on cell surfaces throughout the body, are believed to be more numerous than any other cellular receptor signaling system in the human body. The CB1 receptors are located primarily in the brain, central nervous system and other tissues; these receptors play a modulatory role in memory, mood, sleep, appetite and pain sensation. The CB2 recep- 18 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER II Cannabis Science 101 tors are located primarily in peripheral organs associated with the immune system, with the greatest concentration in the spleen, and are responsible for managing inflammation and autoimmune function. Many tissues contain both CB1 and CB2 receptors, with each receptor type linked to a different physiological function. Human Endocannabinoids Endocannabinoids are the cannabinoids created naturally by the human body for delivery to CB1 and CB2 receptors. In contrast with cannabinoids introduced through cannabis consumption, endocannabinoids are broken down quickly by the body and cause effects with shorter durations. One wellstudied endocannabinoid is anandamide (AEA). AEA is associated with the maintenance of mood, and AEA deficiency is understood to be anxiogenic (anxiety-inducing). Maintaining appropriate AEA levels within the human body is believed to reduce pain and inflammation, counter the proliferation of cancer cells, relieve anxiety and promote adult neurogenesis (a process whereby nerve cells are generated from neural stem cells). Like THC, AEA has a small molecular structure that binds to CB1 receptors. AEA is currently being studied for its effects on angiogenesis (the process of developing new blood vessels), anxiety, cancer and memory consolidation. AEA is also present outside the human body; for example, it is a natural component of chocolate. Endocannabinoid Systems in Animals Nonhuman mammals, including dogs, cats and horses, have been shown to have endocannabinoid systems that are similar to their human counterparts: these systems employ CB1 and CB2 receptors and function through the natural production of endocannabinoids. This implies that the endocannabinoid system is not a recent evolutionary development, but rather an ancient physiological feature of mammals in general. The cannabinoids found in cannabis, particularly CBD, have been shown to have a range of therapeutic applications for certain animals, including antibacterial and anti-inflammatory properties, appetite and bone-growth stimulation, and pain relief. The following chart depicts the canine endocannabinoid system and CB1 and CB2 receptors. Canine Endocannabinoid System CB1 CB2 CB1 and CB2 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 19 Cannabis Investment Report | December 2017 n Cannabinoids Cannabinoids are compounds present in the cannabis plant that act on human cannabinoid receptors in cells in the nervous and immune systems. Scientists have identified more than 100 cannabinoids in the cannabis plant. Generally, the most abundant cannabinoid is THC, a psychoactive compound that causes a euphoric “high,” and the second most abundant cannabinoid is cannabidiol, or CBD, which produces a relaxing physical effect without a psychoactive effect. Consuming cannabinoids has been shown to have numerous medicinal benefits and therapeutic applications. The following table lists 20 common conditions for which medical cannabis use has been legalized under U.S. state laws and identifies 8 cannabinoids that are used or being studied to treat these conditions. A brief description of these cannabinoids follows the table. Common Qualifying Medical Conditions and Potentially Therapeutic Cannabinoids THC CBD CBC CBG CBGA CBN THCA CBDA Alzheimer's disease � � Amyotrophic lateral sclerosis (ALS) � � � Anorexia � Arthritis � � Cachexia � � Cancer � � � � � � Chronic pain � � � � � � Crohn's disease � Epilepsy � Glaucoma � � � Hepatitis C � � HIV/AIDS � � Inflammation � � � � � � Migraine � � Multiple sclerosis � Nausea � � � Nervous system degeneration � Parkinson's disease � Post-traumatic stress disorder (PTSD) � � Spasms � � � � THC Tetrahydrocannabinol: THC refers to delta-9-tetrahydrocannabinol and certain chemical variants, including delta-8-tetrahydrocannabinol. THC is the most abundant cannabinoid in cannabis and is understood to be the psychoactive compound in cannabis primarily responsible for the euphoric feeling of being “high.” Both recreational and medicinal users often seek the psychoactive effects of THC and may prefer certain cannabis products based solely on the quality and level of THC. THC is believed to have wide-ranging medicinal benefits: analgesic, antianxiety, antibacterial, anticancer, 20 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER II Cannabis Science 101 antidepressant, antiemetic, anti-inflammatory, antinausea and antispasmodic. It also is believed to have therapeutic applications, such as appetite stimulation, bronchodilation, neuroprotection and pain relief. CBD Cannabidiol: CBD is considered to be the second most abundant cannabinoid in cannabis. It is nonpsychoactive and is believed to counteract the psychoactive effects of THC. CBD also is believed to have wide-ranging medicinal benefits: analgesic, antianxiety, antibacterial, anticancer, anticonvulsant, antidepressant, antiemetic, anti-inflammatory, anti-insomnia, anti-ischemic, antipsychotic and antispasmodic. In addition, CBD is believed to have therapeutic applications, including appetite stimulation, bone-growth stimulation, immunosuppression and neuroprotection. CBD can be derived from many cannabis strains, including low-THC strains ordinarily grown to produce industrial hemp products. CBC Cannabichromene: CBC is thought to be the third most abundant cannabinoid in cannabis and is nonpsychoactive. Like THC and CBD, CBC is believed to have several medicinal benefits, including analgesic, antibacterial, anticancer, antidepressant, antifungal, anti-inflammatory and anti-insomnia. CBC is also used as a therapeutic bone-growth stimulant. Ongoing research seeks to determine the role of CBC in reducing gastrointestinal inflammation. CBC may also have applications in pain management—in addition to binding to the CB1 and CB2 endocannabinoid receptors, it has been shown to interact with certain pain receptors. CBG Cannabigerol: CBG is nonpsychoactive and is believed to have several medicinal benefits— analgesic, antibacterial, anticancer, antidepressant and antifungal—as well as a therapeutic application for bone-growth stimulation. CBG is present primarily during the early stages of the cannabis plant’s growth cycle; only small amounts can be extracted from the plant during its flowering stage (although strains of cannabis have recently been bred to have high levels of CBG). CBG is believed to partially counteract the psychoactive effects of THC and to decrease anxiety and muscle tension. CBGA Cannabigerolic Acid: CBGA is a nonpsychoactive precursor to all other cannabinoids, including THC, CBD, CBC and CBG. Much of a cannabis plant’s CBGA ultimately transforms into other cannabinoids through the chemical process of decarboxylation. CBGA is used for analgesic and anti-inflammatory applications. Certain cannabis strains cultivated to produce industrial hemp products are believed to contain high levels of CBG relative to other strains. CBN Cannabinol: CBN has been shown to produce some psychoactive effects and is believed to have several medicinal benefits, such as analgesic, antibacterial, anticonvulsive, anti-inflammatory and anti-insomnia. Unlike many other cannabinoids, CBN is not derived directly from CBGA decarboxylation; instead, it results from THC degradation. The CBN level of a cannabis plant is sometimes used as a measure of the plant’s overall quality for consumption. THCA Delta-9-Tetrahydrocannabinolic Acid: THCA is found abundantly in raw cannabis flower and is the precursor to THC. THCA is nonpsychoactive and is believed to have several medicinal benefits, including anticancer, anti-inflammatory and antispasmodic. THCA decarboxylates into THC through drying or application of intense heat, such as the heat applied during smoking or vaporizing the cannabis plant. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 21 Cannabis Investment Report | December 2017 CBDA Cannabidiolic Acid: CBDA, the precursor to CBD, is nonpsychoactive and is believed to have several medicinal benefits— anticancer, antiemetic and anti-inflammatory—as well as therapeutic applications. Generally, CBDA is present in the cannabis plant in low levels, although recently some strains have been grown with CBDA levels comparable to typical THC levels. Like THCA, CBDA decarboxylates into other compounds when heated. (An explanation of decarboxylation follows.) Cannabinoid Composition Levels As a general rule, THC and CBD are the most prevalent cannabinoids found in many strains of the cannabis plant, with other cannabinoids appearing in relatively minuscule amounts. (One exception to this rule is the low-THC strains grown to produce industrial hemp.) THC-dominant strains historically have been the most popular with cannabis consumers, but CBD-dominant strains and strains with high levels of other cannabinoids are believed to have medicinal benefits and hold promise for therapeutic applications. Cannabinoid Creation: Decarboxylation All cannabinoids present in cannabis begin as cannabigerolic acid, or CBGA. CBGA is ultimately transformed into various other cannabinoids through decarboxylation, a process by which a compound’s chemical structure changes due to light, heat, alkaline conditions or other chemical forces. The two main catalysts for decarboxylation of CBGA and other cannabinoids are heat and time (the aging process). The following chart depicts the process of cannabinoid decarboxylation. Cannabinoid Decarboxylation Process RAW CBGA THCA CBCA CBDA THCVA CBCVA CBDVA HEATED THC CBC CBD CBG THCV CBCV CBDV CBGV AGED CBNA 8 - THC CBN CBL CBLA Source: Elemental Wellness 22 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER II Cannabis Science 101 As examples of the decarboxylation process, consider the changes to THCA that result from heat and aging. If the nonpsychoactive THCA naturally present in raw cannabis is heated, it quickly decarboxylates into psychoactive THC; this is what commonly occurs when cannabis flower is smoked or vaporized for its psychoactive effect. THCA may also be stored and aged to produce CBN. Cannabinoid Boiling Points Cannabinoids boil at temperatures lower than the temperature at which cannabis flower burns. Based on this property, vaporizers have been developed to heat cannabis flower to a point at which its active compounds boil and can be inhaled as vapor but at which point the flower does not combust and create smoke. The approximate temperatures at which select cannabinoids boil and cannabis flower combusts are shown in the following table. Compound Boiling and Flower Combustion Temperatures Compound/Flower THCA CBDA THC CBD CBN Flower Temperature (°F) 220 250 315 355 365 450 Smoking cannabis flower remains the most popular form of cannabis consumption, even though it is believed to destroy as much as 30% of the active cannabinoids and is less efficient than merely heating the desired compounds to their boiling points. Vaporizers are becoming increasingly sophisticated, and those that can maintain temperatures which target the activation of specific cannabinoids are becoming popular. n Terpenes Terpenes are a class of organic compounds present in cannabis and many other plants; they are responsible for a plant’s aroma and flavor. The strong odors produced by terpenes are believed to be part of the natural defense of many plants. Cannabis contains more than 100 different terpenes, which are believed to interact with cannabinoids in a way that contributes to the medicinal benefits and therapeutic applications of cannabis. Like cannabinoids, terpenes are present in highest concentration in the flowers of cannabis plants. (Terpenoids are certain chemical variants of terpenes, and this report uses the general term “terpene” to refer to both terpenes and terpenoids.) Terpenes are believed to interact in various ways with the human physiology: by acting on receptors and neurotransmitters, combining © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 23 Cannabis Investment Report | December 2017 or dissolving with fats, inhibiting serotonin uptake and increasing dopamine activity in the brain. Scientists have yet to develop an extensive and detailed understanding of the mechanisms and effects of many terpenes. However, consumption of certain cannabis strains with particular terpene profiles and corresponding aromas are generally associated with certain experiences. For example, cannabis strains that smell of musk or clove (indicating the presence of myrcene) tend to cause sedative and relaxing effects, strains with a piney scent (indicating the presence of pinene) are used to promote focus and memory retention, and strains with a lemony scent (indicating the presence of limonene) are consumed for mood uplift. The following table identifies eight terpenes found in cannabis and lists the medicinal benefits and therapeutic applications commonly associated with each. Potential Medicinal Benefits and Therapeutic Applications of Notable Terpenes Antianxiety Antibacterial Anticancer Anticonvulsive Antidepressant Antifungal Anti-inflammatory Anti-insomnia Anti-ischemic Antiseptic Antitumor Appetite suppressant Bronchodilator Camphene � � � � Caryophyllene Humulene Limonene Linalool Myrcene Pinene Terpinolene � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �� � � � � � Camphene: Camphene smells strongly of damp woodlands and fir needles and is believed to have several medicinal benefits , such as antibacterial, antifungal and anti-inflammatory, and a therapeutic application as a bronchodilator. Some studies have shown that camphene could be used to combat heart disease as an alternative to other pharmaceutically based therapies with harsh side effects. Camphene is a minor component of many essential oils and is used as a food additive. 24 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER II Cannabis Science 101 Caryophyllene: Caryophyllene is known for its peppery, woody and spicy smell. It is believed to have several medicinal benefits, such as antibacterial, anticancer, antifungal and anti-ischemic, and a therapeutic application as a bronchodilator. Caryophyllene is found in many plants, including Thai basil, cloves, cinnamon leaves and black pepper. Humulene: Humulene is well known for giving beer its hoppy aroma and is believed to have several medicinal benefits: antibacterial, anti-inflammatory and antitumor. Humulene is used to aid weight loss by acting as an anorectic (appetite suppressant). It is also found in hops and coriander. Limonene: Limonene is recognized for its citrusy smell. Its medicinal benefits are believed to include antianxiety, antibacterial, anticancer, anticonvulsive, antidepressant and antifungal. Limonene present in cannabis quickly enters the bloodstream upon inhalation, which may facilitate the quick absorption of other terpenes and thus contribute to an uplifting experience. Limonene is also present in citrus fruit rinds, rosemary, juniper, peppermint and pine needle oils, and its strong smell serves as a natural insect repellent. Linalool: Linalool has floral and lavender aromas. It is believed to have medicinal benefits that include antibacterial, antidepressant, antifungal and anti-insomnia. Linalool may also counteract anxiety induced by THC consumption. Some research suggests that linalool may boost the immune system, reduce lung inflammation and restore cognitive and emotional function (potentially making it useful in the treatment of Alzheimer’s disease). Linalool is found naturally in hundreds of plants and is a common ingredient in bath products. Myrcene: Myrcene is generally the most abundant terpene found in cannabis and is known for its musky and earthy herbal smell, comparable to the smell of cloves. Myrcene is believed to have several medicinal benefits, including antibacterial, anticancer, antifungal, anti-inflammatory and antiseptic. Myrcene is understood to enable and hasten the psychoactive effect of THC by lowering resistance posed by the blood-brain barrier and increasing the THC saturation capacity of the CB1 receptors. Consuming cannabis with high levels of myrcene may contribute to sedative and relaxing effects suitable for the treatment of insomnia and pain. Myrcene is present in hops, citrus fruits, bay leaves, eucalyptus, wild thyme, lemongrass and many other plants. Pinene: Pinene is known for its pine and fir aromas and is believed to have medicinal benefits, such as antibacterial, antifungal and anti-inflammatory, and a therapeutic application as a broncho dilator. Pinene has shown potential to function as an anticancer agent and is believed to counter some of the psychoactive effects of THC. Pinene is present in conifers, pine resin and citrus fruits and is one of the terpenes most prevalent in nature. Terpinolene: Terpinolene has a piney aroma and subtle herbal and sweet floral scents similar to citrus fruits. Terpinolene is believed to have medicinal benefits, including antibacterial, antifungal, anti-insomnia and antiseptic. It is also thought to be a central nervous system depressant and is used to induce sleep or reduce psychological distress. Terpinolene is found in sage and rosemary and is used in soaps and perfumes. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 25 Cannabis Investment Report | December 2017 Cannabis Plant Terpene Profile Myrcene is the most abundant terpene found in many cannabis strains, and other terpenes are generally present in lesser, varying amounts. The following chart shows the terpene levels (percentage by weight) found in the flower of a typical strain of cannabis. Typical Cannabis Flower Terpene Levels (Percentage by Weight) 0.3% 0.3% 0.3% 0.6% 0.3% 0.3% 0.9% 0.3% Camphene Linalool Caryophyllene Myrcene Humulene Pinene Limonene Terpinolene n Cannabis Formulations The “Entourage Effect” The cannabis industry is currently focused on identifying and producing customized formulations of cannabinoids and terpenes that may effectively target specific health conditions or otherwise cause an intended, desirable effect on users. Cannabis strains with specific THC to CBD ratios are currently the predominant focus for therapeutic applications. THC to CBD ratios in strains popular for treating certain medical conditions generally range from 100:1 through 1:100, as illustrated by the following chart. 26 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER II Cannabis Science 101 THC and CBD Formulation Spectrum THC Dominant Balanced CBD Dominant THC:CBD 25:1 to 100:1 THC:CBD 10:1 to 25:1 THC:CBD 5:1 to 10:1 THC:CBD 4:1 THC:CBD 1:4 THC:CBD 1:5 to 1:10 THC:CBD 1:10 to 1:25 THC:CBD 1:25 to 1:100 THC Level CBD Level • Alzheimer’s disease • Anorexia • Appetite stimulant • Chronic pain • Amyotrophic lateral sclerosis (ALS) • Cachexia • Cancer • Glaucoma • Hepatitis C • HIV/AIDS • Migraine • Multiple sclerosis • Nausea • Spasms • Anxiety • Epilepsy • Depression • Inflammation • Nervous system degeneration • Parkinson’s disease • Post-traumatic stress disorder (PTSD) 1:100 The “entourage effect” refers to the overall user experience produced by the interactions among all active compounds in the cannabis plant. The various cannabinoids and terpenes in a particular cannabis plant are believed to work synergistically with each other and with the human endocannabinoid system to create an effect very different from the effect any one compound would create. This phenomenon may partially explain why different cannabis strains are used to treat diverse medical conditions. There are several generally accepted examples of the entourage effect. CBD is believed to regulate the psychoactive effects of THC and reduce short-term memory loss, sleepiness and paranoia that may be caused by THC. Myrcene is understood to enable and hasten the psychoactive effect of THC by lowering resistance posed by the blood-brain barrier and increasing the THC saturation capacity of the CB1 receptors. Other terpenes have been shown to block endocannabinoid receptors in the brain while promoting bonding by endocannabinoid receptors located elsewhere in the body. Many cannabinoid and terpene formulations developed for therapeutic applications are created by combining extracts from multiple cannabis strains, a process known as “Frankensteining.” Some believe Frankenstein formulations are less effective than formulations developed from a single strain because the natural balance of compounds in a single strain translates to a naturally balanced effect on the human body. An understanding of entourage effects and how to effectively combine cannabinoids and terpenes is believed to be critical to the development of targeted cannabis therapies. Examples of cannabis-based therapies being developed with specific cannabinoid-terpene profiles include acne medication containing CBD and limonene, linalool and pinene; antiseptic agents containing CBG and pinene; treatments © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 27 Cannabis Investment Report | December 2017 for social anxiety disorders containing CBD, limonene and linalool; and sleeping medicines combining CBD, THC, caryophyllene, linalool and myrcene. Genetics and Propagation Selective breeding and other botanical techniques are being used to develop cannabis varieties with desired profiles of compounds, and scientists are developing tools to synthesize isolated cannabinoids in laboratory settings in order to study cannabis at the genetic level. For example, the first mapping of a cannabis genome was completed in 2011 by a team of Canadian botanists, led by Jon Page from the National Research Council Canada and Timothy Hughes from the University of Toronto, who sequenced 30,000 genes in a sativa variety named “Purple Kush.” Cannabis Genome Genetic copies, or “clones,” of cannabis plants are generally produced using two methods, “clone clipping” and micropropagation, or “tissue culture.” Clone clipping involves cutting a growing tip from a cannabis plant that is several inches long and inserting the cut tip into a grow - ing medium, where it then grows into a new plant. Tissue culture involves taking a small tissue sample (which may even be a single cell) from a plant and growing it temporarily in a sterile nutri ent solution before transferring it to a permanent growing medium. Controlling cannabis plant genomes is expected to be an important intellectual property issue in the cannabis industry (at least one U.S. patent has been issued for a strain of cannabis). 28 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER II Cannabis Science 101 Cannabis Plant Tissue Cultures Synthetic cannabinoids and terpenes can be manufactured by modifying plant-based compounds or through tools of synthetic biology and biocatalysis. For example, a synthetic version of THC known as dronabinol is the active compound in the pharmaceutical product Marinol, which was approved by the FDA in 1985 for use in treatment of nausea and vomiting associated with cancer chemotherapy. Methods for biosynthetic production of cannabinoids have been patented in the United States. Some medical practitioners and cannabis users have found synthetic compounds to be less effective than plant-based cannabinoids and have attributed this reduced efficacy to the lack of an entourage effect. Dosage, Safety and Side Effects Cannabis dosing schedules provided by doctors and producers generally lack scientific rigor and, although industry participants strive to create a reliable dosing framework, users generally determine dosage through self-titration and trial and error. (This method of dosing does not always lead to the desired effect, but it is generally agreed that there is a low risk of death from an overdose of cannabis.) Product packaging commonly indicates that a 10-mg serving of cannabinoids represents one dose, and servings of 2 mg to 5 mg are commonly characterized as “microdoses.” Examples of representative dosage amounts used to treat some common medical conditions are presented in the following table. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 29 Cannabis Investment Report | December 2017 Representative Dosage Amounts Desired Effect or Ailment “High” Anxiety, depression, spasms Cancer Chronic pain Epileptic seizures Glaucoma Increased appetite Multiple sclerosis Schizophrenia Sleep disorders Dosage 10 mg THC 25 mg CBD 25 mg CBD 2.5–20 mg THC 200–300 mg CBD 20–40 mg CBD 2.5 mg THC 2.5–120 mg THC 40–1,280 mg CBD 40–160 mg CBD Dosage Ratio (THC:CBD) 10:1 to 100:1 1:10 1:1 10:1 1:5 1:2 to 1:4 5:1 1:1 1:4 to 1:128 1:4 to 1:16 Neither the potential medicinal benefits and therapeutic applications of cannabis consumption nor the negative side effects of cannabis use have been thoroughly researched by medical science. Shortterm negative side effects are believed by some to include sensory distortion, panic, anxiety, poor coordination of movement, reduced reaction time, lethargy or drowsiness, depression and elevated heart rate. Longer-term effects may include suppression of the immune system, growth disorders, destruction of lung fibers, brain lesions, reduced sexual capacity, difficulties with concentration, reduced ability to learn and retain information, and personality and mood changes. There is also an ongoing debate about whether cannabis consumption may lead to the abuse of more harmful substances (the so-called “gateway drug” debate). 30 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER III Cannabis Industry Segmentation The nascent cannabis industry is often viewed by investors and others as a single, homogeneous industry, in much the same way the “technology” industry was viewed in the early 1990s. As the technology industry became more important to the global economy and was better understood by the investment community, however, investment banks and other industry analysts tracked an increasing number of discrete yet related industry segments. In the cannabis industry we are seeing a similar trend, which we expect to continue as the industry evolves. To help investors better evaluate investment opportunities in the cannabis industry, we currently define five primary segments: production, distribution, consumer products, business solutions and digital media. We further divide each segment into multiple subsegments. Each segment has unique opportunities and risks. For example, companies that possess, manufacture or distribute cannabis (commonly known as “touching the plant”) face risks related to violating federal law—and state-law compliance obligations— not generally faced by providers of business software or digital media content. Many businesses operate in multiple segments, and we expect industry leaders to emerge in each segment. The five primary segments and their subsegments are illustrated in the following chart. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 31 Cannabis Investment Report | December 2017 Cannabis Industry Segments Production Business Solutions Cultivation Production Equipment and Supplies Production and Testing Services Business Software Business Services Distribution Digital Media Dispensaries E-Commerce Distribution Services Online Content and Networking Online Directories Consumer Products Vaporizers and Flower Concentrates Infused Products Pharmaceuticals Accessories Involves “touching the plant” Does not involve “touching the plant” n Production We divide the production segment of the cannabis industry into three subsegments: cultivation, production equipment and supplies, and production and testing services. Cultivation involves operating grow facilities, propagating cannabis strains, and harvesting and curing cannabis flower. Production equipment and supplies include the physical components used in production, such as extraction equipment, testing equipment, lighting, irrigation systems and plant nutrients. Production and testing services include services that support production, such as extraction or packaging, as well as testing services related to product safety, composition and quality control. Each of these production subsegments is described in more detail in the following discussion. Cultivation The principal function of a cannabis cultivator is to produce cannabis plants and flowers with the aromas, flavors, active compounds and overall quality demanded by consumers and production intermediaries. A cultivator can access hundreds of existing cannabis strains by purchasing seeds or clones from commercial seed banks or nurseries, or developing unique strains through selective breeding. A cultivator seeks to optimize the quality and quantity of a plant’s yield by managing cultivation input variables such as light, air, nutrition, and drying and curing times. Cannabis Cultivation Process Ordinarily, a period of three to ten months is required to grow and prepare cannabis flower for consumption. The cultivation process generally can be organized into six phases: seed selection, seedling, vegetative, flowering, harvesting and curing. Each of these phases is summarized in the following table. 32 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER III Cannabis Industry Segmentation Cultivation Process Overview: Seed to Bud Time Start Seed Selection Selecting a seed is the first step of the cultivation process. A cultivator can choose from more than 1,500 unique seed varieties, each of which has the capacity to produce a cannabis strain with a particular cannabinoid and terpene profile and other unique characteristics. 1–4 Weeks Seedling The seedling stage is the period during which the seed sprouts and the plant stem starts to grow. During this stage, cultivators manage growth to avoid long stems that may lack the strength to support further vegetation. 3–8 Weeks Vegetative The vegetative stage is characterized by the plant’s rapid growth and revelation of sexual characteristics. During this stage, cultivators remove male plants and control growth inputs, such as light and nutrients, to maximize the plant’s yield of unpollinated female flower (which generally contains the highest concentration of active compounds). 6–16 Weeks Flowering The flowering phase comprises the growth and maturation of the cannabis flower and the trichomes on the flower. Trichomes are hairlike components that secrete cannabinoids, terpenes and other compounds. Trichomes generally occur all over the surface of the plant, but are found in highest concentration on the flowers of unpollinated female plants. 2–4 Weeks Harvesting Harvesting involves clipping the leafstalks (on which the flowers grow) from the main plant stem, drying the leafstalks and flowers, and trimming the dried flowers. Cultivators harvest at a time calculated to maximize flower yield and optimize cannabinoid and terpene content. 2–8 Weeks 3–10 Months Curing The curing phase is a period of controlled fermentation of the dry cannabis flower. The conditions under which fermentation occurs, as well as the duration of the fermentation process, further affect the cannabis flower’s aroma, taste and cannabinoid composition. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 33 Cannabis Investment Report | December 2017 Cultivation Facilities There are three general types of cannabis cultivation facilities: outdoor facilities, where cannabis is grown under natural sunlight and widely exposed to the elements; greenhouse facilities, where cannabis is grown under filtered sunlight and environmental conditions are partially controlled; and indoor facilities, where cannabis is grown under electrical lighting and environmental conditions are tightly controlled. Some facilities combine features of these general types. For example, some greenhouses rely primarily on filtered sunlight but also employ supplementary electrical lighting to influence the plant flowering cycle. Each type of facility is suitable for certain purposes. Growing indoors under electrical lighting is the most expensive way to grow cannabis, but typically yields the highest quality cannabis by providing for maximum control over variables such as light, air, nutrition, and exposure to contaminants and pests. Electrical lighting products for indoor cultivation include traditional and compact fluorescent lamps, high-intensity discharge (HID) lamps and light-emitting diode (LED) lamps. Adequate carbon dioxide levels can be maintained indoors with either bottled CO 2 or CO 2 generators. Common indoor growth mediums include soil, hydroponic systems (wherein nutrients are added to sand, gravel or liquid growth medium) and aeroponic systems (wherein roots hang suspended in a nutritional aerosol solution). Indoor cultivation facilities are prevalent in Canada and certain parts of the United States where climatic conditions are not favorable to outdoor cannabis cultivation. Indoor Grow Rooms Aeroponic Systems 34 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER III Cannabis Industry Segmentation Compared to indoor cultivation facilities that use electrical lighting, greenhouse and outdoor facilities are generally less expensive to operate and more appropriate for large-scale projects, but provide less control over growing conditions. The use of natural sunlight provides substantial savings on lighting equipment and energy costs, but may limit the number of grow cycles per year. Outdoor and greenhouse environments are more exposed to environmental risks that may negatively affect crops, such as pests, contaminants and adverse weather. Outdoor and greenhouse cultivation facilities are prevalent in Oregon, California and certain Latin American countries, which have climates conducive to outdoor growing. Outdoor Greenhouses The Business of Cannabis Cultivation Cultivation businesses must navigate a host of operational challenges, including state and local licensing requirements, facility design and construction, research and acquisition of cannabis strains, intellectual property protection, cultivation process engineering, supply-chain management, yield optimization, facility management and security. Many cultivation businesses retain outside consultants to advise on one or more of these issues, although some businesses manage their entire cultivation operations internally. A cultivator may wholesale cannabis flower and other plant material to cannabis concentrate manufacturers or retail dispensaries, or it may be part of a vertically integrated production and retail business that sells its flower and other internally manufactured products through its own dispensaries. Certain U.S. laws, foreign laws and international treaties currently restrict interstate and some international movement of cannabis products. A cultivation business that wishes to scale its operations into a new jurisdiction often must invest significant capital in a new cultivation facility located within the new jurisdiction. As laws change to allow more interstate and international transportation of cannabis products, cultivators who are operating redundant facilities or expensive indoor facilities will face increased margin pressure. As the cannabis industry matures and becomes more commodi tized, we expect the most successful cultivators will be those with strong consumer brands or scalable low-cost operations in regions where the climate is conducive to agricultural production. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 35 Cannabis Investment Report | December 2017 Production Equipment and Supplies Production equipment and supplies include the physical components used in cannabis production. Many industry participants in this subsegment provide products to a broad range of fully legal industries and do not “touch the plant”; therefore, these participants typically do not require special cannabisrelated licenses and generally avoid legal risks related to violations of federal law. Some components of cannabis production are similar or identical to components used in other agricultural industries (such as irrigation systems), and some are specialized for application to the cannabis industry (such as extraction machines). Components supplied for many indoor and greenhouse cultivation facilities include electrical lighting equipment, air filtration and circulation systems, irrigation systems, nutrient management systems, drying and curing equipment, and computercontrolled automation and monitoring systems. Specialty cannabis equipment companies now provide “all-in-one” automated indoor cultivation systems that can be used for in-home cultivation or scaled for commercial purposes. Extraction System Cultivation System Production and Testing Services Production services include cannabis extraction and product manufacturing services provided primarily on a business-to-business basis to cultivators, consumer product companies and retail dispensaries. Extraction companies invest in specialized equipment that transforms cannabis flower into concentrates intended for wholesale. Product manufacturing services companies process cannabis flower or concentrates, or provide packaging and wholesale services. Testing services include scientific testing of cannabis products and reporting of information about product quality, safety and composition. Cannabis products are tested at multiple stages of production for genetic information and strain verification, cannabinoid and terpene composition and 36 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER III Cannabis Industry Segmentation potency, moisture content and the presence of contaminants, such as residual solvents, heavy metals, mycotoxins, microorganisms and pesticides. Testing, labeling and certification requirements vary widely across jurisdictions, but increasingly are being required by state law and demanded by supplychain intermediaries and consumers. Uniform standards for testing and reporting are expected to emerge as scientific understanding of cannabis increases and as industry consensus about cannabisrelated health and safety concerns develops. Providers of extraction, manufacturing and testing services generally must obtain state and local cannabis licenses and are exposed to risks related to federal legal violations. Composition and Potency Laboratories ordinarily test cannabis for the specific amounts of 10 to 15 cannabinoids and more than 30 terpenes. Cultivators and production intermediaries rely on these test results to identify and track cannabis varieties and to monitor the quality and consistency of production methods. Retailers and consumers use test results information to assist in purchasing decisions. Almost all consumer products now include labeling that, at a minimum, indicates the amounts of THC and CBD. Pesticides Controlling and disclosing the presence of pesticides in cannabis products is increasingly becoming a focus of regulators and producers. Even cannabis grown under organic conditions can be exposed to pesticides inadvertently, so many states now require all cannabis products to be tested by a statelicensed laboratory for pesticides. Pesticides can be especially problematic in cannabis concentrates; studies have shown extraction processes may concentrate pesticides at a rate higher than cannabinoids and terpenes. Microbiological Organisms Certain molds, other fungi and bacteria found in and on the cannabis plant can damage the plant or certain cannabis products and can be harmful if consumed by humans. Mold is a problem most commonly found in indoor growing environments and during the cannabis drying and curing process. Organisms found in cannabis and identified by testing includes aspergillus, salmonella, pseudomonas and E.coli. Residual Solvents Most extraction processes use solvents to extract the active compounds from cannabis plant material. Commonly used solvents include butane, carbon dioxide, ethanol or propane. Residual solvents are those trace amounts of solvents that remain in a cannabis concentrate after the extraction process. Some residual solvents can be harmful if consumed by humans in sufficient amounts, and others should not be consumed in any amount. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 37 Cannabis Investment Report | December 2017 Sample Laboratory Test Results 38 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER III Cannabis Industry Segmentation Production Opportunities We believe opportunities in this segment include: Specialized Production Services. Production services companies that invest in the necessary equipment and facilities should see strong demand for high-margin specialized services from cultivators and other production intermediaries. We expect opportunities will expand for companies that provide extraction services (particularly those who professionally manage hazardous processes such as hydrocarbon extraction) or develop proprietary infused-product manufacturing processes. Energy-efficient, Integrated Cultivation Components. We anticipate continued design and construction of sophisticated indoor cultivation facilities, which should present a significant opportunity for suppliers of advanced cultivation components that improve yield and reduce energy costs. We believe companies that provide all-in-one integrated systems for automation, monitoring and control of the production process are more likely to succeed than companies that merely offer a single-point solution. Branded Laboratory Test Certification. Given the importance of product testing, we believe that leading providers of high-quality testing services have an opportunity to establish an industry recognized “certification,” and that such a certification may become a key factor in influencing consumer confidence and demand. Efficiencies in Cannabis Cultivation. We believe that certain segments of the market will become increasingly commoditized and that cultivators with low production costs and high yields will have significant competitive advantage. Cultivators with operations in regions conducive to low-cost natural production should benefit as laws are changed to facilitate interstate and international cannabis commerce. Production Challenges Challenges in this segment include: Scaling Cultivation Operations. Current laws typically force cultivators to build, and obtain licenses for, potentially redundant, capital-intensive cultivation facilities in each jurisdiction they serve. The capital requirements and uncertainty around licensing present serious challenges to cultivators seeking to scale their operations. Downward-pricing Pressure on Cannabis Flower. Cannabis wholesale prices are declining as largescale cultivators begin to commoditize cannabis flower. Small and inefficient cultivators (including high-cost indoor producers) may struggle to produce cannabis at effective margins as cannabis cultivation migrates to global regions with conditions that support low-cost, sustainable production. Lack of Standardized Testing. Currently, it may be difficult or impossible to reliably compare test results between providers of testing services because the cannabis industry has not yet developed uniform testing standards. Until the industry adopts uniform standards that address testing procedures and reporting for a broad variety of flower, concentrates and infused products, providers of testing services may struggle to develop an industry-wide brand and reputation for quality. Access to Capital. Participants in this segment generally engage in capital-intensive operations. In particular, cultivation, contract manufacturing and testing facilities require significant capital investment. Emerging companies in this segment may struggle to raise sufficient capital to compete effectively. © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 39 Cannabis Investment Report | December 2017 Production Outlook Due to U.S. federal and international legal restrictions on cannabis commerce, producers currently must invest significant capital in potentially redundant facilities located in separate jurisdictions, and many large agricultural producers and equipment suppliers that could effectively compete in the cannabis industry are reluctant to enter the market. In the near term, we expect that cultivators will continue to raise capital for facilities across multiple jurisdictions, and well-managed and well-financed cultivators will differentiate themselves by creating consistent, high-quality strains, developing strong distribution relationships, vertically integrating other supply-chain functions and offering branded products and competitive pricing. We also expect production services companies will benefit from increasing demand for specialized extraction and manufacturing services that cultivators and other production intermediaries cannot efficiently perform themselves, and providers of testing services will benefit from increasingly robust testing and safety regulations. In the long run, we expect more permissive domestic and foreign laws will result in increased competition from large enterprises that are able to realize economies of scale or have operations in regions best suited for efficient, sustainable production. n Distribution We divide the distribution segment of the cannabis industry into three subsegments: dispensaries, e-commerce and distribution services. Dispensaries are retail outlets where consumers purchase cannabis products for medical or recreational purposes. E-commerce includes digital applications used to enhance the cannabis shopping experience. Distribution services include wholesale and related transportation and logistics services. Participants in the distribution segment generally “touch the plant” and therefore must comply with state and local regulations—which often require licenses or permits— and must accept legal risks related to federal cannabis restrictions. Dispensaries Cannabis dispensaries are “point of sale” retail establishments where consumers may purchase medical or recreational cannabis products. Cannabis dispensaries are the face of the cannabis industry in many communities and, consequently, they occupy one of the most heavily regulated and scrutinized positions in the cannabis supply chain. Dispensaries in established state-legal markets provide consumers with a typical retail shopping experience. Dispensaries typically range in size from 1,000 to 10,000 square feet of retail space. A dispensary may offer between 10 to 50 strains of cannabis flower and a variety of concentrates, edibles, topicals and accessories. Inventory is either acquired from cultivators and other wholesale product suppliers, or cultivated and produced internally. Products may be illustrated in menus or displayed on shelves and may also be available for customers to touch, smell or otherwise examine. Trained customer service staff, often known as “budtenders,” are typically available to educate customers about product offerings. 40 © 2017 Ackrell Capital, LLC | Member FINRA / SIPC CHAPTER III Cannabis Industry Segmentation Dispensary Exterior Views Dispensary Interior Views Customer Interactions © 2017 Ackrell Capital, LLC | Member FINRA / SIPC 41 Cannabis Investment Report | December 2017 Because dispensaries “touch the plant,” they must usually obtain a state license. Obtaining a state dispensary license generally involves a multi-month application process that requires the applicant to demonstrate compliance with complex license criteria and local regulations, such as producing their own products (or being prohibited from doing so), locating their dispensary outside a city’s ordinary retail or commercial zones, operating as a nonprofit cooperative or collective, tracking cannabis products from “seed to sale,” and collecting taxes on behalf of the state. Dispensaries must also comply with applicable regulations related to product testing, packaging and labeling, security, and health and sanitary conditions. An extensive network of dispensaries across jurisdictions will facilitate the growth of the cannabis industry and its ability to attract new consumers. Currently, states with the most extensive networks