18. SUBSEQUENT EVENTS

The Company evaluated subsequent events through March 13, 2023, the date on which these financial statements were available to be issued, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2022, and events which occurred subsequent to December 31, 2022 but were not recognized in the financial statements.

On January 17 and 18, 2023, the Investors purchased additional tranches totaling $5,076,923 in convertible debentures and received 2,661,289 warrants. The convertible debentures and warrants were issued with an exercise price of $1.24. The issuance of the additional tranches triggered the down round provision, adjusting the exercise prices of the Debentures and the Debenture Warrants to $1.24 (Note 9 & 11). Subsequent to the year ended December 31, 2022, the investors converted $881,400 of convertible debentures into 710,807 shares.

Subsequent to the year ended December 31, 2022, the Company issued 1,637,049 shares to Manna upon exercise of their prefunded warrants.

Subsequent to the year ended December 31, 2022, the Company issued 12,500 shares to a consultant for services rendered.

On January 24, 2023, the Company entered a binding letter of intent (“BP LOI”) to acquire Berry People LLC (“Berry People”), a U.S. based berry business. The BP LOI sets forth a purchase price of $28 million, consisting of $18.2 million in cash and $9.8 million in restricted shares to acquire 70% of Berry People.