Vodis Pharmaceuticals

Last modified by Asif Farooqui on 2020/01/13 10:55

Vodis (VDQSF) is one of North America’s foremost brand names in the medical and recreational marijuana business with operations in both the United States and Canada. Its master grow teams have consistently won or placed at each Canadian competition they have entered with their “VIP” brand. The Company, with facilities in British Columbia and Washington State, is also actively looking into expansion opportunities in other countries and throughout the United States.

While Vodis and its subsidiaries cannot have any interest whatsoever in any proceeds as a result of production, processing or retail activities in the United States, it can license its brand, production and consulting services to approved Washington State license holders to ensure that all products produced under the Vodis Pharmaceuticals program and/or associated under the VIP brand meet or exceed Vodis-brand quality standards.1

The Company was incorporated on October 31, 2011. The Company is engaged in the application stage of producing medical marijuana at its facility located in Delta, British Columbia and developing turnkey indoor production facilities for approved marijuana license holders in State of Washington. The Company is currently active in Canada and the United States. The Company is a reporting issuer in British Columbia and Ontario, and trades on the CSE under the symbol “VP” and the Frankfort Stock Exchange under the symbol “1JV”.

Corporate Highlights:

  • Vodis’ wholly owned US subsidiary “Vodis USA” completed licensing of its phase two expansion at the Bellingham facility. This latest build out which is approximately 75% complete will bring available tenant utilization to 55% of the permitted 10,000 square foot Tier 2 canopy capacity.
  • Vodis USA signed a 15-year licensing agreement whereby the Vodis name, image and various Vodisinspired designs and concepts will be used to brand, market, and sell marijuana products across Washington State through a product licensing and marketing agreement with a Washington State marijuana licensee, Premium Cannabis Producers ("PCP) (formerly, The company's Church International LLC). The compensation schedule, based on gross aggregate sales, ranges from US$0.34 to US$0.40 per dollar of Vodis branded product sold by PCP.


The Company seeks to produce and distribute cannabis product in Canada as part of the new Marihuana for Medical Purpose Regulation (“MMPR”) program has applied for a producer's license. The Company has made significant investments towards the application, construction and training in addition to being required to pass an inspection upon Health Canada’s arrival.

The Company has essentially completed the construction of the Delta facility in preparation for Health Canada's "Pre-license inspection”. While the Company believes that the traceability system is the only component missing to meet licensing, the application has been delayed by Heath Canada and there can be no guarantee that the MMPR license will be granted.

On August 24, 2016 Health Canada announced the new ACMPR (Access to Cannabis for Medical Purposes Regulation). The regulation incorporates personal and commercial production of medical cannabis and with that presents a considerable uncertainty surrounding the supply and demand for commercially produced and distributed medical marijuana in Canada. Under ACMPR, licensed producers are allowed to sell and deliver their products to all previously licensed users “Patients” in Canada. There are in excess of 40,000 Patients across Canada. Further information can be viewed at the Health Canada website at: http://www.hcsc.gc.ca/dhp-mps/marihuana/info/index-eng.php.

United States

In November 2012, the WSLCB passed Initiative 502 (I-502), pursuant to a vote by the people of the State of Washington. I-502 authorized the WSLCB to regulate and tax recreational marijuana products for persons over 21 years of age and thereby created a new industry for the growing, processing and selling of recreational marijuana products regulated by the State of Washington. In the State of Washington, a Marijuana Producer Tier I is allowed to grow up to two thousand square feet of canopy space. Whereas a Marijuana Producer Tier II is allowed to grow up to ten thousand square feet of plant canopy. A recent WSLCB-commissioned report by the Rand organization suggests that there are currently up to 700,000 recreational marijuana users in the State of Washington worth approximately US$1.25-billion to US$1.5-billion in annual sales.

While the Company or its subsidiaries cannot have any direct interest in proceeds of production, processing or retail activities in the Washington, it can license its brand, production and consulting services to approved State of Washington license holders to ensure that all products produced under the Vodis program and/or associated under the brand meet or exceed the Vodis brand quality standards.

The Company, through Vodis USA, Inc. has invested in and develops real estate in the State of Washington for the purpose of serving licensed I-502 production and processing businesses. Vodis USA, Inc. intends to acquire real estate, retrofit buildings and provide production ready facilities to qualified I-502 cannabis tier 1, 2 or 3 production and processing license holders.

In addition to providing specialized facilities to I-502 producers and processors, the Company intends to license its growing techniques, standard operating procedures and innovative manufacturing practices to further assist license holders with their production and processing operations. The Company believes these services will create synergies and advantages that will provide for significant and long-term revenue for the license holder and, in turn, to the Company.

The Company, through Vodis USA, holds an option to purchase agreement (the “Option Agreement”) with D&B Land Holdings LLC (“D&B”), whereby Vodis USA has an option to purchase the property located in the State of Washington, USA (the “Property”). The Option Agreement has a term of 5 years. In order to keep the Option Agreement in good standing, the Company must make the monthly payments pursuant to a lease agreement between Vodis USA and D&B and pay US$500 per month in management fees.

The Company, through Vodis USA, is party to a purchase and sale agreement with D&B, whereby the obligations under the purchase and sale agreement are conditional upon Vodis USA exercising the Option Agreement. The total purchase price will be US$1,550,000 (“Purchase Price”). All payments made under the Option Agreement will be credited towards the Purchase Price (“Applied Credits”). The purchase price will increase by US$20,000 at the end of each year following the date of the purchase and sale agreement if Vodis USA does not exercise their option to purchase the Property by the end of any one of each twelvemonth period up to a maximum of US$100,000 (“Purchase Price Increase”). If, at any time Vodis elects to exercise their option to purchase the Property, and the amount owing under the D&B loan on the Property is greater than the Purchase Price after the Applied Payments, D&B and Vodis agree to reduce either information the amount owing under the promissory note with David C. Ebenal (See Liquidity) or (ii) the Purchase Price by the difference between the amount owed under the D&B loan and the Purchase Price.

The Company entered into a promissory note agreement where Vodis USA must pay US$250,000 as part of the payments to purchase the Property. This promissory note bears no interest, is unsecured and is payable on demand.

The Company, through Vodis USA, is party to a lease agreement for the Property. The lease agreement will expire the earlier of the exercise of the Option Agreement or April 3, 2020 (“Master Lease”). Using an interest rate of 6%, the present value of the minimum lease payments and the payment required to exercise the option at inception was $1,553,371. The Property has a current fair market value of US$1,700,000.

The Company is party to a sublease agreement with PCP, licensed Tier 2 tenant, (the “Tenant”) to sublet the property leased by Vodis USA under the Master Lease. The lease with the Tenant expires on the earlier of one day prior to the termination of the Master Lease if the Company does not exercise the option to purchase the investment property by April 30, 2035

Future plans

The Company intends to leverage its expertise in building out a successful revenue model in the State of Washington and use similar approaches in other states that are regulating and legalizing medical or recreational marijuana use. The Company has started undertaking discussions with interested partners in other states.

Recent updates

On December 20, 2017, Vodis Pharmaceuticals Inc. announces the appointment of John Bean as a director of the Company effective immediately.

On December 15, 2017, Vodis Pharmaceuticals Inc. announced the closing of a non-brokered private placement of 8,060,000 units (each, an “Offered Unit") at a price of $0.25 per Offered Unit (the “Offering”) for gross proceeds of $2,015,000. The proceeds from the Offering will be used to complete the expansion of the Company’s facility in Bellingham, Washington, and the process of upgrading its Delta, BC, location, and for general working capital and corporate purposes.


  1. ^ https://vodis.ca
Created by Asif Farooqui on 2020/01/13 10:46
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