Sec Form 13D Filing - Beehouse LLC filing for Lowell Farms Inc. (LOWLF) - 2021-09-01

Gregory Heyman

Beehouse, LLC

660 Madison Avenue, 14^th Floor

New York, New York 10065

Telephone Number (929) 367-5390

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present Board of Directors or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be listed from a national securities exchange or to ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (g) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes and may dispose of or enter into other transactions in the shares they may be deemed to beneficially own.

The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

As of the date hereof, Beehouse, Beehouse Manager and Gregory Heyman may be deemed to be the beneficial owners of 40,050,640 Shares, constituting 39.2% of the Shares, based upon 96,992,636* Shares outstanding.

Beehouse, Beehouse Manager and Gregory Heyman have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 40,050,640 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 40,050,640 Shares.

As of the date hereof, the Partnership and the GP may be deemed to be the beneficial owners of 17,406,962 Shares, constituting 17.1% of the Shares, based upon 96,992,636* Shares outstanding.

The Fund and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 17,406,962 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 17,406,962 Shares.

As of the date hereof, Hannah Buchan and Hacienda may be deemed to be the beneficial owners of 22,643,678 Shares, constituting 23.3% of the Shares, based upon 96,992,636* Shares outstanding.

Hannah Buchan and Hacienda have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 22,643,678 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 22,643,678 Shares.

The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Exhibit B.

*This outstanding Shares figure reflects the 78,992,636 outstanding Shares as reported in the Form S-1 filed by the Issuer on August 30, 2021 and 18,000,000 Shares sold in a private placement of Shares and certain warrants by the Issuer.

The Partnership holds 223,500 warrants that expire on December 21, 2023. Each warrant entitles the Partnership to purchase one Share at a purchase price of $1.81.  The exercise price was converted from $2.20 CAD using the closing rate of exchange of the Bank of Canada on May 7, 2021. The actual exercise price is the Canadian dollar amount regardless of the exchange rate on the date of exercise. The description of the warrants is qualified in its entirety by the terms and conditions of the Warrant Indenture which is attached as Exhibit C hereto and incorporated herein by reference.

The Partnership also holds 10,000,000 warrants that expire on August 30, 2024. Each warrant entitles the Partnership to purchase one Share at a purchase price of $1.40. The description of the warrants is qualified in its entirety by the terms and conditions of the warrant agreement, as agreed to between the Issuer and the Partnership, which is attached as Exhibit D hereto and incorporated herein by reference.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares

Exhibit C: Warrant Indenture, (incorporated by reference to Exhibit 10.6 of the Issuer’s Form 10 filed with the Securities and Exchange Commission on March 9, 2021)

Exhibit D: Warrant to Purchase Stock, as agreed to between the Issuer and the Partnership on August 30, 2021 (incorporated by reference)

Date of

Transaction

Number of

Units Acquired

Number of

Units Disposed

Price Per

Unit