UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2024 |
Leafly Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-39119 |
84-2266022 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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113 Cherry Street PMB 88154 |
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Seattle, Washington |
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98104-2205 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (206) 455-9504 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock |
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LFLY |
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The Nasdaq Stock Market LLC |
Warrants |
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LFLYW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 28, 2024, Leafly Holdings, Inc. (the "Company") announced its financial results for the three months and year ended December 31, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 25, 2024, Michael Blue tendered his resignation as a member of Leafly Holdings, Inc.'s (the "Company") Board of Directors (the "Board"), as chair of the Board, as chair and a member of the Board's Nominating and Corporate Governance Committee, and as a member of the Board's Audit Committee, with such resignation effective at the date and time that his successor is appointed and qualified or upon acceptance by the Board. Mr. Blue's resignation was not due to any disagreement with the Company or the Board on any matter relating to the Company's operations, policies, or practices.
Also on March 25, 2024, the Board appointed two new independent directors, Jeffrey Monat and Andres Nannetti, to the Board, and Mr. Blue's resignation was deemed effective upon such appointments. Messrs. Monat and Nannetti will fill the two Class III vacancies that resulted from Mr. Blue's and a former director's resignations and will each serve on the Board for a term expiring at the Company's 2024 annual meeting of stockholders (or until such time as their respective successors are elected and qualified). The Board has affirmatively determined that each of Messrs. Monat and Nannetti is an "independent director," as that term is defined in the Nasdaq rules. Mr. Monat will serve on the Board's Audit Committee and Nominating and Corporate Governance Committee. Mr. Nannetti will serve on the Board's Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. In addition, the Company's existing director, Alan Pickerill, was appointed to Chair of the Board.
Each of Messrs. Monat and Nannetti were not selected to serve on the Board under any arrangement or understanding between each of them and any other person. The Company is not aware of any transactions with either Messrs. Monat or Nannetti that would require disclosure under Item 404(a) of Regulation S-K. The Company has entered into a customary director indemnification agreement with each of Messrs. Monat and Nannetti.
Each of Messrs. Monat and Nannetti will participate in the Company's non-employee director compensation arrangements generally applicable to all of the Company's non-employee directors which, effective March 25, 2024, is based on the following schedule:
Item 8.01 Other Events.
On March 28, 2024, the Company issued a press release announcing the appointment of Messrs. Monat and Nannetti to the Board. A copy of the press release is attached hereto as Exhibit 99.2.
The information in this Item 8.01 and in the accompanying Exhibit 99.2 is being furnished and shall not be deemed "filed" for purposes of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Leafly Holdings, Inc. |
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Date: |
March 28, 2024 |
By: |
/s/ Suresh Krishnaswamy |
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Suresh Krishnaswamy |
Exhibit 99.1
Leafly Holdings, Inc. Reports Fourth Quarter and Full Year 2023 Financial Results
Delivered Q4 2023 revenue of $9.7 million
Reported Q4 2023 net loss of $0.5 million and adjusted EBITDA1 of $1.2 million
Focus on operational discipline in 2023 resulted in full year $25 million cost savings over 2022
SEATTLE--(BUSINESS WIRE)-- March 28, 2024 --Leafly Holdings, Inc. (“Leafly” or “the Company”) (NASDAQ: LFLY), a leading online cannabis discovery marketplace and resource for cannabis consumers, today announced financial results for its fourth quarter and year ended December 31, 2023.
“We saw continued turbulence across the cannabis industry and in our business in 2023. Leafly’s focus has been on improving our efficiency as a business, and we are proud of the progress we made in 2023 on our path to profitability, while at the same time, continuing to deliver value for our partners,” said Yoko Miyashita, CEO of Leafly. “We believe we are now better equipped to offer the right product at the right price to the right customer, and serve as a trusted matchmaker, connecting retailers and brands with high-intent consumers.”
Fourth Quarter Financial Results
Full Year Financial Results
“Our focus on running a lean business resulted in significant operating improvements in 2023, with a nearly $21 million improvement in operating loss and in adjusted EBITDA," said Suresh Krishnaswamy, CFO of Leafly. "In 2024, we will remain focused on running our business efficiently, reducing cash burn and investing in the areas of the business with the greatest potential for growth."
Key Performance Metrics
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Three Months Ended December 31, |
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2023 |
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2022 |
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Change |
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Change (%) |
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Ending retail accounts |
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4,075 |
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5,806 |
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(1,731 |
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-30 |
% |
Retailer ARPA |
$ |
672 |
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$ |
554 |
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$ |
118 |
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21 |
% |
Fourth Quarter Business Highlights
Cash and Liquidity
The Company ended the year with $15.3 million in cash, excluding restricted cash, compared to $24.6 million at the end of 2022. The Company’s $29.7 million of convertible notes mature and are due in January 2025, and at its current liquidity position, the Company would not be able to repay the notes when due. As a result, the audit opinion in the Company’s 2023 financial statements included in the Company’s 2023 Annual Report on Form 10-K will include a going concern qualification. Resolving this issue is an important priority for Leafly.
Financial Outlook
Today, Leafly is issuing guidance for the first quarter of 2024. Based on current business trends and conditions, we expect first quarter revenue of around $9 million and an adjusted EBITDA2 loss of approximately $1 million.
Webcast and Conference Call Information
Leafly will host a conference call and webcast to discuss the results today, Thursday, March 28, 2024 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). A live webcast of the call can be accessed from Leafly’s Investor Relations website at https://investor.leafly.com.
The live call may also be accessed via telephone at (833) 470-1428 toll-free domestically. Please reference conference ID: #975173. An archived version of the webcast will be available from the same website after the call.
About Leafly
Leafly helps millions of people discover cannabis each year. Leafly's powerful tools help shoppers make informed purchasing decisions and empower cannabis businesses to attract and retain loyal customers through advertising and technology services. Learn more at Leafly.com or download the Leafly mobile app through Apple’s App Store or Google Play.
Definitions of Key Performance Metrics
Ending retail accounts
Ending retail accounts is the number of paying retailer accounts with Leafly as of the last month of the respective period. Retail accounts can include more than one retailer. We believe this metric is helpful for investors because it represents a portion of the volume element of our revenue and provides an indication of our market share. Management believes this metric offers useful information in understanding consumer behavior, trends in our business, and our overall operating results.
Retailer average revenue per account (“ARPA”)
Retailer ARPA is calculated as monthly retail revenue, on an account basis, divided by the number of retail accounts that were active during that same month. An active account is one that had an active paying subscription with Leafly in the month. Leafly does not provide retailers with an ongoing free subscription offering but may offer a free introductory period with certain subscriptions. We believe this metric is helpful for investors because it represents the price element of our revenue. Management believes this metric offers useful information in understanding consumer behavior, trends in our business, and our overall operating results.
Given that each of ending retail accounts and retailer ARPA are operational measures and that the Company’s methodology for calculating these measures does not meet the definition of a non-GAAP measure, as that term is defined by the U.S. Securities and Exchange Commission (the "SEC"), a quantitative reconciliation for each is not required or provided.
Cautionary Statement Regarding Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the services offered by Leafly and the markets in which Leafly operates, business strategies, performance metrics, industry environment, potential growth opportunities, projected future results, financial outlook, expected results from cost saving measures, management objectives, and initiatives undertaken to improve our liquidity and capitalization. These forward-looking statements generally are identified by the words “believe,” “expect,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “outlook,” “plan,” “may,” “should,” “will,” "seek," "focus," "continue,” "potential," “likely,” and similar expressions (including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions as of the date of this release and, as a result, are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained herein. These cautionary statements are being made pursuant to federal securities laws with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.
There may be events in the future that Leafly is not able to predict accurately or over which it has no control. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release. The risks and uncertainties described in the “Risk Factors” section of Leafly’s Annual Report on Form 10-K for the year ended December 31, 2022 filed by Leafly with the SEC on March 29, 2023, in Leafly’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, and in the other documents filed by Leafly from time to time with the SEC provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Leafly in such forward-looking statements.
These examples include, but are not limited to:
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Leafly assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Leafly does not give any assurance that it will achieve its expectations.
LEAFLY HOLDINGS, INC
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
(in thousands, except per share amounts)
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As of December 31, |
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2023 |
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2022 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
$ |
15,293 |
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$ |
24,594 |
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Accounts receivable, net of allowance for credit loss of $1,398 and $908, respectively |
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2,635 |
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3,298 |
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Prepaid expenses and other current assets |
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1,074 |
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1,792 |
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Restricted cash |
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— |
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360 |
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Total current assets |
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19,002 |
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30,044 |
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Property, equipment, and software, net |
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2,554 |
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2,285 |
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Restricted cash - long-term portion |
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251 |
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248 |
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Other assets |
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28 |
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135 |
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Total assets |
$ |
21,835 |
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$ |
32,712 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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Accounts payable |
$ |
813 |
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$ |
1,625 |
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Accrued expenses and other current liabilities |
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2,503 |
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6,235 |
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Deferred revenue |
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1,764 |
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1,958 |
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Total current liabilities |
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5,080 |
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9,818 |
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Non-current liabilities |
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Non-current portion of convertible promissory notes, net |
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29,085 |
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28,863 |
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Private warrants derivative liability |
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104 |
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182 |
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Escrow shares derivative liability |
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4 |
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52 |
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Stockholder earn-out rights derivative liability |
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20 |
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204 |
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Total non-current liabilities |
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29,213 |
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29,301 |
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Total liabilities |
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34,293 |
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39,119 |
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Commitments and contingencies |
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Stockholders' deficit |
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Preferred stock |
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— |
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— |
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Common stock |
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— |
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— |
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Treasury stock |
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(31,663 |
) |
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(31,663 |
) |
Additional paid-in capital |
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93,403 |
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89,956 |
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Accumulated deficit |
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(74,198 |
) |
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(64,700 |
) |
Total stockholders' deficit |
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(12,458 |
) |
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(6,407 |
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Total liabilities and stockholders' deficit |
$ |
21,835 |
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$ |
32,712 |
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LEAFLY HOLDINGS, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(in thousands, except per share amounts)
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Three Months Ended December 31, |
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Year Ended December 31, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue |
$ |
9,745 |
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$ |
12,112 |
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$ |
42,252 |
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$ |
47,363 |
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Cost of revenue |
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1,054 |
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1,449 |
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4,801 |
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5,860 |
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Gross profit |
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8,691 |
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10,663 |
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37,451 |
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41,503 |
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Operating expenses |
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Sales and marketing |
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2,178 |
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5,551 |
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12,504 |
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27,080 |
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Product development |
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1,715 |
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4,061 |
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9,848 |
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14,988 |
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General and administrative |
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4,675 |
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6,710 |
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22,150 |
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27,440 |
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Total operating expenses |
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8,568 |
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16,322 |
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44,502 |
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69,508 |
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Income (loss) loss from operations |
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123 |
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(5,659 |
) |
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(7,051 |
) |
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(28,005 |
) |
Interest expense, net |
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(621 |
) |
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(692 |
) |
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(2,778 |
) |
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(2,811 |
) |
Change in fair value of derivatives |
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14 |
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559 |
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309 |
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36,823 |
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Other income (expense), net |
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29 |
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25 |
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22 |
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(937 |
) |
Net (loss) income |
$ |
(455 |
) |
|
$ |
(5,767 |
) |
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$ |
(9,498 |
) |
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$ |
5,070 |
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Net (loss) income per share: |
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Basic |
$ |
(0.22 |
) |
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$ |
(3.34 |
) |
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$ |
(4.74 |
) |
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$ |
2.89 |
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Diluted |
$ |
(0.22 |
) |
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$ |
(3.34 |
) |
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$ |
(4.74 |
) |
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$ |
2.50 |
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Weighted average shares outstanding: |
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Basic |
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2,098,999 |
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1,727,303 |
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2,005,549 |
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1,754,012 |
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Diluted |
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2,098,999 |
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|
1,727,303 |
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|
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2,005,549 |
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|
1,887,024 |
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LEAFLY HOLDINGS, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(in thousands)
|
Year Ended December 31, |
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2023 |
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2022 |
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Cash flows from operating activities |
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Net (loss) income |
$ |
(9,498 |
) |
|
$ |
5,070 |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
|
986 |
|
|
|
449 |
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Stock-based compensation expense |
|
2,955 |
|
|
|
3,917 |
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Bad debt expense |
|
2,767 |
|
|
|
1,378 |
|
Loss on disposition of assets |
|
61 |
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|
|
— |
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Noncash amortization of debt discount |
|
546 |
|
|
|
506 |
|
Noncash interest expense associated with convertible debt |
|
— |
|
|
|
243 |
|
Noncash change in fair value of derivatives |
|
(309 |
) |
|
|
(36,823 |
) |
Other |
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— |
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|
|
46 |
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Changes in operating assets and liabilities: |
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|
|
||
Accounts receivable |
|
(2,104 |
) |
|
|
(1,718 |
) |
Prepaid expenses and other current assets |
|
825 |
|
|
|
(580 |
) |
Accounts payable |
|
(813 |
) |
|
|
424 |
|
Accrued expenses and other current liabilities |
|
(3,826 |
) |
|
|
(983 |
) |
Deferred revenue |
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(194 |
) |
|
|
(17 |
) |
Net cash used in operating activities |
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(8,604 |
) |
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|
(28,088 |
) |
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Cash flows from investing activities |
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Additions of property, equipment, and software |
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(1,345 |
) |
|
|
(2,470 |
) |
Proceeds from sale of property and equipment |
|
29 |
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|
|
— |
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Net cash used in investing activities |
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(1,316 |
) |
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|
(2,470 |
) |
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Cash flows from financing activities |
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Proceeds from exercise of stock options |
|
— |
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|
158 |
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Proceeds from convertible promissory notes |
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— |
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|
29,374 |
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Proceeds from business combination placed in escrow and restricted |
|
— |
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|
39,032 |
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Trust proceeds received from recapitalization at closing |
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— |
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|
582 |
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Issuance of common stock under ESPP |
|
168 |
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|
|
— |
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Repurchase of common stock and settlement of forward purchase agreements |
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— |
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|
(31,303 |
) |
Transaction costs associated with recapitalization |
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— |
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|
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(10,761 |
) |
Advances (repayments) of related party payables |
|
94 |
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|
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(17 |
) |
Net cash provided by financing activities |
|
262 |
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|
27,065 |
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Net decrease in cash, cash equivalents, and restricted cash |
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(9,658 |
) |
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(3,493 |
) |
Cash, cash equivalents, and restricted cash, beginning of year |
|
25,202 |
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|
|
28,695 |
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Cash, cash equivalents, and restricted cash, end of year |
$ |
15,544 |
|
|
$ |
25,202 |
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|
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LEAFLY HOLDINGS, INC
NON-GAAP FINANCIAL MEASURES - UNAUDITED
(in thousands)
Earnings Before Interest, Taxes and Depreciation and Amortization (EBITDA) and Adjusted EBITDA
To provide investors with additional information regarding our financial results, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net loss before interest, taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude non-cash, unusual and/or infrequent costs in the case of Adjusted EBITDA. Below we have provided a reconciliation of net (loss) income (the most directly comparable GAAP financial measure) to EBITDA and from EBITDA to Adjusted EBITDA.
We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.
EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider either in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:
Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net (loss) income and our other GAAP results.
A reconciliation of net (loss) income to non-GAAP EBITDA and Adjusted EBITDA is as follows:
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Three Months Ended December 31, |
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Year Ended December 31, |
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2023 |
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|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net (loss) income |
|
$ |
(455 |
) |
|
$ |
(5,767 |
) |
|
$ |
(9,498 |
) |
|
$ |
5,070 |
|
Interest expense, net |
|
|
621 |
|
|
|
692 |
|
|
|
2,778 |
|
|
|
2,811 |
|
Depreciation and amortization expense |
|
|
289 |
|
|
|
173 |
|
|
|
986 |
|
|
|
449 |
|
EBITDA |
|
|
455 |
|
|
|
(4,902 |
) |
|
|
(5,734 |
) |
|
|
8,330 |
|
Stock-based compensation |
|
|
720 |
|
|
|
758 |
|
|
|
2,955 |
|
|
|
3,917 |
|
Transaction expenses allocated |
|
|
— |
|
|
|
— |
|
|
|
55 |
|
|
|
874 |
|
Severance |
|
|
— |
|
|
|
492 |
|
|
|
754 |
|
|
|
492 |
|
Change in fair value of derivatives |
|
|
(14 |
) |
|
|
(559 |
) |
|
|
(309 |
) |
|
|
(36,823 |
) |
Adjusted EBITDA |
|
$ |
1,161 |
|
|
$ |
(4,211 |
) |
|
$ |
(2,279 |
) |
|
$ |
(23,210 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contacts
Media
pr@leafly.com
Investors
ir@leafly.com
Source: Leafly Holdings, Inc.
EXHIBIT 99.2
Leafly Holdings, Inc. Announces Appointment of Two Cannabis Industry Veterans to Its Board
SEATTLE--(BUSINESS WIRE)-- March 28, 2024 – Leafly Holdings, Inc. (“Leafly” or “the Company”) (NASDAQ: LFLY), a leading online cannabis discovery marketplace and resource for cannabis consumers, today announced the appointment of Jeffrey Monat and Andres Nannetti to its Board of Directors, effective March 25, 2024. Both individuals bring decades of operational and financial expertise to the board as the Company looks to build a more durable business and strengthen its financial position.
Mr. Monat has been an investor in cannabis companies since 2013, funding both cultivation and ancillary businesses. He has served as an independent director of Lowell Farms Inc. (OTCQX:LOWLF) since January 2022 and has extensive capital markets experience. Mr. Nannetti brings more than twenty-five years of domestic and international business leadership. He also has experience as both CEO of companies and private equity principal investor for organizations that span the entire cannabis sector from cultivation to manufacturing.
“We are very pleased to welcome Jeff and Andres to our Board,” said Yoko Miyashita, CEO of Leafly. “This group blends together an excellent set of skills and experience with connections throughout the cannabis industry. Their expertise will help advance Leafly’s position as a leader in legal cannabis, generating additional value for all our stakeholders. The entire leadership team looks forward to working with them.”
The Company also announced today that board chair, Michael Blue, resigned from the board effective at the time Messrs. Monat and Nannetti were appointed, and Alan Pickerill was appointed chair of the board.
“I believe Jeff and Andres bring a high level of financial, operational, and board expertise that will help Leafly navigate the current business environment in the cannabis industry,” said Alan Pickerill, chair of the board. “We are pleased to welcome them to the Board and look forward to collaborating as we continue to build Leafly’s foundation for future success.”
About Leafly
Leafly helps millions of people discover cannabis each year. Leafly's powerful tools help shoppers make informed purchasing decisions and empower cannabis businesses to attract and retain loyal customers through advertising and technology services. Learn more at Leafly.com or download the Leafly mobile app through Apple’s App Store or Google Play.
Contacts
Media
pr@leafly.com
Investors
ir@leafly.com
Source: Leafly Holdings, Inc.