mCig Pursues Spin Off to Qualify for NASDAQ Uplisting
February 25th, 2014
News, Top Story
mCig, Inc. (OTCQB: MCIG), a technology company focused on two long-term secular trends sweeping the globe: (1) The decriminalization and legalization of marijuana for medicinal or recreational purposes (2) The adoption of electronic vaporizing cigarettes (commonly known as “eCigs”) by the world’s 1.2 Billion smokers, announced plans to spin-off some of its assets into a new publicly traded company called VitaCig Inc. in order to qualify for a NASDAQ up-listing.
Following the listing of VitaCig, the company will have zero debt and an improved shareholders’ equity position. The company will also be able to sell its retained holdings of VitaCig stock in the open market to raise additional capital and boost its asset base.
Read more about the spin off and potential up-listing here:
mCig, Inc. (OTCQB:MCIG) would like to update its shareholders on the status of the VitaCig, Inc. Spin-Off and Pro-Rata Dividend.
VitaCig, Inc. Capital Structure
VitaCig, Inc. was incorporated in the State of Nevada with a simple capital structure consisting of 500,135,000 common shares issued and outstanding.
Board Approval for Dividend and Spin-Off
On February 24, 2014, mCig, Inc. Board of Directors approved a stock dividend that would result in the spin-off of VitaCig, Inc. to mCig, Inc. shareholders. The spin-off will be effectuated on a 1:1 basis resulting in 1 share of VitaCig, Inc. paid as a dividend to every owner of 1 share of mCig, Inc. (OTCQB:MCIG).
As part of the Spin-Off, Paul Rosenberg, Chairman and CEO of mCig, Inc. agreed to contribute his pro-rata rights to the VitaCig, Inc. dividend (representing 244,931,627 shares) to mCig, Inc. This will result in mCig, Inc. owning 49% of VitaCig, Inc. shares and the inclusion of these shares on the company’s balance sheet in future quarters.
Update on S-1 Filing, Public Listing, and Ex-Dividend Date
The VitaCig, Inc. Audit is close to completion. A preliminary S1 filing has been prepared with a targeted filing date of April 5th, 2014. It is estimated that public listing should be achieved within 6-12 weeks of the S1 filing date. The company will decide on an Ex-Dividend date (the date which marks the cut-off for receipt of the VitaCig dividend) over the next several weeks.
VitaCig Launch Date – April 15th, 2014
VitaCig will launch as an independent company on April 15th, 2014 retailing three great combinations: Relax, Refresh, and Energize sold in $6 packs of 3 VitaCigs. Investors and customers are encouraged to visit the VitaCig website and place pre-orders towards the end of March.
“Today marks an important day for mCig, Inc. as my decision to contribute dividend-rights to 244,931,627 shares of VitaCig will result in a significant increase in assets. Following the listing of VitaCig, we will be in a unique financial position amongst our peers with zero debt and potentially millions if not tens of millions of dollars in shareholders’ equity. These shares will also provide mCig, Inc. with the ability to raise capital while incurring no dilution by liquidating shares of VitaCig if we so desire. While we must wait until VitaCig, Inc. becomes a public company before assessing the ultimate benefit to us, I am confident that this move will result in mCig, Inc. being the first company in the “Marijuana Index” to qualify for an uplisting to NASDAQ Capital Market or NYSE Euronext MKT, LLC exchanges. We have always stated that this was one of our objectives and we will strive to achieve this goal over the course of 2014 or 2015,” said Paul Rosenberg, Chairman & CEO of mCig, Inc.
About mCig, Inc.
mCig, Inc. (OTCQB:MCIG) is a technology company focused on two long-term secular trends sweeping the globe: (1) The decriminalization and legalization of marijuana for medicinal or recreational purposes (2) The adoption of electronic vaporizing cigarettes (commonly known as “eCigs”) by the world’s 1.2 Billion smokers. The company manufactures and retails the mCig – the world’s most affordable vaporizer priced at only $10. Designed in the USA – the mCig provides a superior smoking experience by heating plant material, waxes, and oils delivering a smoother inhalation experience. The company also owns Vapolution, Inc. which manufactures and retails home-use vaporizers such as the Vapolution 2.0. Through its wholly owned subsidiary, VitaCig, Inc. the company is preparing to launch the VitaCig, a $2 nicotine-free eCig that delivers a water-vapor mixed with vitamins and organic flavors. See more at: http://www.mCig.org/,www.Vapolution.com, and www.VitaCig.org
The Company believes that a well regulated marijuana industry is emerging as more states follow the lead of Washington and Colorado in legalizing marijuana. A similar trend is developing within the eCig industry following the first acquisition of an electronic cigarette brand (Blucigs) by a traditional tobacco company Lorillard Inc. for $135 million followed by another acquisition in February 2014 by Altria Group Inc. of Green Smoke for $150 million. Wells Fargo analyst Bonnie Herzog estimates that eCig sales may rise from $1 Billion in 2013 to $10 billion over the next three years.
mCig, Inc. (OTCQB:MCIG) has positioned itself as a first mover at the intersection of these two trends and hopes to create shareholder value by making the mCig one of the leading choices for electronic consumption of plant material. – See more at: http://www.mcig.org/investors/investor-opportunity-subpage/
Safe Harbor Statement
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the Company’s ability to develop, market and sell products based on its technology; the expected benefits and efficacy of the Company’s products and technology; the availability of substantial additional funding for the Company to continue its operations and to conduct research and development, and future product commercialization; and the Company’s business, research, product development, regulatory approval, marketing and distribution plans and strategies.
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