we're just going to give it a second and let the waiting room clear if you can make sure you're muted as you [Music] enter all right good afternoon this is a hearing before the Boston cannabis board the BCB today is April 10th 2024 please note that today will be both the bcb's transactional and voting hearing today's hearing is being conducted pursuant to Temporary amendments to the open meeting law this is what allows us to meet virtually this hearing is being recorded and posted to the city of Boston's website before I review some procedural matters I will introduce chairwoman Kathleen Joyce thank you Jasmine good afternoon my name is Kathleen Joyce I'm chair of the Boston cannabis board and today I'm pleased to be joined by commissioner Lisa Holmes commissioner Gabriel kamacho commissioner John Smith commissioner Ramon SoDo and commissioner Sono Gandhi thank you chairwoman Joyce my name is Jasmine W and I am the Boston cannabis board manager we are also joined by Luke Santos Who is the canab licensing specialist I will Begin by calling each item in the order they appear on the agenda I will then ask who is present on behalf of the pro proposal before us for today's hearing we only have one amendment to an already approved establishment and a few old and new business items we do not have any new licensed applications being heard today the amendment proposal will have five minutes to present to the BCB followed by questions from the board members who will then take public testimony beginning with elected officials or their repres resentatives followed by the general public you may use the chat function or raise hand function to request to testify after we hear the testimony will move to a vote each board member has the ability to grant grant with conditions defer reject without prejudice which means an applicant can return any time with an application at the same location or reject with prejudice which means the applicant cannot reapply at the same location for one year um we will begin with the amendment the licy is Stones Throw cannabis LLC DBA Firebrand cannabis the license permise is 727 Atlantic Avenue Chinatown leather District the license type is a retail recreational cannabis dispensary and Courier license the request is for a change of ownership interest by adding investors to acquire various percentages of ownership of ston throw cannabis LLC the requested changes will not change the lenses Equity status um who is presentent on behalf of the ly uh David rabinovitz and Blake mening okay um you have five minutes you may begin I believe Blake was gonna speak I Blake you there yep so yeah this is uh as you surmised Jasmine uh to update ownership we have a series of new investors um that are subject to convertible note uh wherein their Equity won't be granted in less until the Boston cannabis board approves their admission um so also as you said it will not change our majority ownership status as a social Equity company um and that's that's really the long and the short of it all right all five minutes sorry um chairman Jo do you have any questions um I do I don't know if there's anyone else who wants to testify but I'm curious about we've been noed that there's a pending lawsuit about this is that something you want to sure so yeah we' filed suit uh a little bit ago um and because of the pendency of litigation we can't really uh get into it but it uh uh doesn't impact this hearing in my view um we're simply updating the board uh with our proposed new owners the law suit is uh not about the new owners any other I might have some question more questions afterwards but I'll let the other Commissioners go first okay commissioner kamacho I have no questions commissioner SM smth thanks Jasmine none at this time but I reserve to come back maybe commissioner Holmes I guess I'm the only one with the questions um I'm I'm completely confused about the lawsuit so I I I've read it but I don't so are Mr Lawrence and Mr finny being sued or are they suing we filed suit against them and they have who is we Blake who is we Stones Throw cannabis The Entity okay so the entity Stones Throw is filing a lawsuit against Mr finny and M Lawrence yes has filed and Mr Lawrence and Mr finny have asserted uh counter claims is it possible to tell us what this lawsuit is about uh there is some uh confidentiality matters um our attorney has filed a motion to impound the complaint uh and that is stemming from uh again confidentiality matters so the court is yet to rule on that um so yeah because it's an open piece litigation we we can't really discuss it so how can we in effectively vote on changing ownership we don't know what this lawsuit is about law has no bearing on this on this it may not have any bearing in your mind but I need to know what the law is about hold on hold on hold on Mr Rin Mr rosin hold on please um the request um um commissioner Holmes is to add additional investors so the the the request we've made isn't about finy and Lawrence it's about we have some new small investors who've come in they are all below the Cannabis control threshold uh Jasmine had requested of us information whether we had notified the the commission and we explained because they're in aggregate they're all below they're individually and in aggregate below the 10% we're not required to um go through the disclosures with the commission but what we're looking for today is to bring the new investors in this isn't about Lawrence or finny today um I'm Mr Jeffrey I know you're representing Eric Lawrence and still kind of so you'll get a chance to speak we're just going to let them let the Commissioners finished with their question you'll get a chance to speak both of them have wrongly deprived of their ownership rights by The Entity so there's a lawsuit in my little mine here the way I'm reading Mr finny and Mr Lawrence are suing the entity because they feel they're not being fairly compensated or acknowledged as owners is that what it is correct they're not owners right pardon me they are not owners what are they they're litigants okay I'mma I'mma let the chair see if we do have their um attorney Eric Lawrence and James fny Attorney and I do see James FY so maybe they can clear up what their position is when we get to that point I I just have one question for this for Blake and his team um what if any harm will come if we decide not to vote on this change of ownership today or until we get more information about this lawsuit are investors who uh are expecting to have ownership after investing money money under convertible note will be left in limbo um and and my view is that the Boston cannabis board rules require and and have a gatekeeping power of who may come into an entity um but all we're trying to do is update who we would like to be a current owner so whether there's litigation pending or not the the truth of the matter is Mr finny and Mr Lawrence are not present tense owners of this company so we're just seeking that the board update that that reality so they're not receiving any profits they're not involved in any decision making they they paid no money and they are not in in involved in it the investors whether the investors come in have no bearing on finny and Lawrence whether they were owners we're not owners our owners or are not owners they're literally they are they are purely two totally separate issues these were additional investors that came in um and we we structured it with convertible notes mindful of the fact that we cannot bring in a new Equity owner until we present it to the BCB okay who isn't Mr finny listed as the equity owner here on this they were originally listed Lawrence finny and um I'm not sure if the other two were L we had we started with eight social Equity applicants in uh two of them one didn't qualify for the BCB one didn't have sufficient time that brought us down to six perspective folks and Lawrence and Finny were in fact two of those six they never paid documents that's what I was gonna ask uh commissioner so will their Equity status will change no the the we're still the the remaining four um social Equity folks own 51 % of the company okay okay okay so this was not there was even the well I see the problem is I'd love to an I I'm itching to answer a bunch of your questions but the attorneys have indicated because of the empowerment and the confidentiality we've been instructed not to not to step in discussing it well I don't actually understand how you think you're gonna get a vote and we don't have all the information because you have a role in approving new don't tell me what I got a roll in doing I I'm it's because we see this say what we're talk what we're presenting today is to bring new investors in which we would need regardless of the finny or Lawrence issue their issue is that they believe that they should have an ownership stake and we don't and that's what the courts are going to decide but the issue of the new investors coming in have no bearing upon fine or Lawrence the new investors would if they if finey and Lawrence were owners the new investors would not impact their ownership interest in any way it's just raising Capital to cover the cost of getting the store open m Mr Ritz are they Equity investors to new ones that was ask the new the the new folks yes they right they're not yet if you vote Yes then they will become automatically Pur to the convertible notes they lent US money and the structure of the transaction is it's under a loan agreement that will convert to Equity upon BCB approval but not until I still think we need more information but thank you sir thank you I appreciate it and and um commissioner Holmes I apologize it's just we our hands are tied with the attorneys and the and the empowerment issues with the court and we're trying to be respectful of that understand commissioner Gandhi do you have any questions yes I have a question so um I'm looking at the letter that was sent in to the BCB on March 8th dated March 8th I just want to understand um the last uh few sentences it says we're also seeking to update uh to reflect the following um it mentioned the two um Eric Lawrence and James finny so I'm just a I'm wondering if that needs to be amended because I'm not sure why that would be even presented to the board if the position is that um we're you know we're looking to at new fol so I'm just not sure that um I'm comfortable um voting on this with that the application thank you well the the form that we were required to fill out um requires that we list all the owners and if you look at the um the form J the the the table that we submitted I believe there is a column that shows what the ownership is versus what it was was what it was proposed and it would I think it would be improper of us to have listed fin and Lawrence's owners if they are not owners um things never got completed so they never became owners yeah I think the issue was that when you originally submitted the application you had them as Equity owners yes we we we had expected that that whole process would have played out properly and and they would have and everybody would have done what they were supposed to do and they would have become owners unfortunately issues came up which is again why we're in court right but when it was submitted to the BCB and you got approval they were part of the application process they were absolutely so that's where it's coming off where you're saying we're not removing we're not removing them as owners but technically in our eyes they are they were owners understood so that's what the the no I get it to as when the today what we're really our Focus today is to bring in the investors as owners commissioner Soo do you have any questions no no questions at this time any other followup questions from the board before we move to public testimony all right we will move to public testimony beginning with elected officials or their representatives and if there are no elected officials or Representatives we will move to public testimony um Jeffrey I know you have your hand raised you can give your testimony please state your name andk thank you sir so much this is Jeff Rosen and I am the lawyer for James finny and Eric Lawrence they take the position and and it is in writing to the board that they are owners uh they take the position that they are being wrongfully deprived of ownership when you have 100% of a company and you try to give some of that company to supposed new owners my question is who is being diluted is Mr rabinovitz or Mr mening proposing that they give up their equity for these new owners we've heard from them that they are absolutely planning to deny finny and Lawrence their ownership interest that's what we're litigating right that's inappropriate if they do deny them that interest and give it to somebody else whether on a convertible note or otherwise they've now put their ownership interest in the hands of yet another third party making an utter mess of the situation so without Mr reinitz Mr mening saying that they are giving up their own ownership to give ownership to this other third parties I'm very concerned and I would ask that the board deny this application uh may I respond sure um any ownership to investors comes out of Blake and I exclusively it is in the co it is in all the governing documents of the entity that the social Equity folks are not diluted and if you would look at the table that we submitted it shows that the the dilution comes from Blake and I that is the whole structure of this the sc's have 51% when we start started originally with the concept there would be eight se's they each would have 6.375% I believe it was when um uh Allah didn't have the time and Judy didn't qualify for the BCB and it went to six then the math was it would be 6times 8 and a half and when it went down to four it's four time 12.75 anything that comes out of the investors comes from Blake and I anything that comes any Equity that's distributed beyond that 51% Blake and I handle all that delution not the se's and that's in the governing documents their Equity is non- dilutable May I respond to that briefly thank you with a quick clarifying question do the so-called four existing sees that you do recognize have the right to vote on what you're proposing and if so why wouldn't Lawrence and Finny have the right to have a say because in our view they are rightful owners and and as in litigation as you're aware sir there are always two views there's the plaintiff's view which which Stones Throw has and there's the defendant's view which finny Lawrence and yourself have and I respectfully suggest that's a question that is best resolved in the Superior Court well if that is the case and Lawrence and Finny would have the right to vote on whether there should be these additional owners in this additional Equity they're being deprived of that right by way of this request of the board okay and again they are not owners sir and and I would respectfully say that's going to be decided by a superior court judge and and and you ask the question which I answered pretty clearly and directly the delution was your concern right that's what you raised I'll state it for the record very clearly because it's in the documents all the delution comes out of mening and rovit it does not come out of the se's if we have to raise we additional Equity beyond what we're doing right now it comes out of Blake and myself the whole structure of this transaction is the sc's will control it and own 51% and they have no risk of dilution that's in the documents and you have them so I think respectfully we've answered that concern okay we're going to move back to see if I see um commissioner Holmes has our hands right I I do and I was going to ask do we have a court date set already um when you say a court date do you mean for a trial commissioner or for whatever you all are going to court for do you have a date to solve this to resolve this uh it's way too early to have quote a date but there are there well oh no hear me out just to be fair we filed the complaint they have filed an answer and now there are hearings that are that I'm much sure I'll let Blake weigh in about whether there's a hearing date but there's some there's some back and forth on the impoundment because there are confidential issues or in the complaints that can't be made public because of the confidentiality and I'm not certain that we don't have a court date yet so the answer is no we don't have a court date yet okay well we've had we when you say a if you're saying a we have filed so we are in the we this is under the jurisdiction a court date to resolve the issue is what I going to happen for a year that the court to resolve the issu that's the answer I needed it's not gonna happen for a year that's the answer thank you thank you any additional comments or questions from the board members I have a comment um in my mind there is still a question as to whether or not um finny and Lawrence are owners now and I am confused as to what percentages are being shared with us today some of them don't seem to have been disclosed to the board before um so I am not prepared to move forward on this without further information um I need more information about these agreements you're talking about about your interests going up your percentages your percentag is going up by your interest going down um and um I I don't have enough information um the percentages are listed in that table that we submitted yeah the percentages are what we're requesting to be updated so they'll you want go you want to go from 16.25 to 18.625 no we're our our Equity is going down if the board were to approve the investors subject to a convertible note so 51% is owned by the four social Equity members who signed their documents and paid the fee and right there question two of them are are Lawrence and Finny they did not no they didn't they never signed the documents or paid the fee okay all right any other comments from the board members or is there anyone else that would like to speak on this matter C can you share those documents with us but they were supposed to sign and didn't sign we'll have to ask our attorney that yeah but I believe still all right one comment on that Mr finny and Mr Lawrence made comments to the documents they were supposed to sign assuming that they were good faith comments they would have been signed but then they were frozen out can you share those with us again I would again as a regulator it's very difficult to wrap my head around what is going on and it feels as if stuff is not being disclosed to the board that should be so whatever you can share would be most helpful we will we will act in good faith to do so promptly we can move to a vote now chairman Joyce do you a vote Yes I make a motion to defer the vote on this right is there is there a timeline or what when till we get addition I don't have a timeline I don't know what we're going to receive if we could just um def until we receive updated documents I'm gonna look at I think commissioner Holmes might have a timeline in mind commission homes my suggestion was going to be we don't vote on this until they finish with this court hearing because we don't know what's going to happen right so you want to put forth a motion to defer until the court cases resolved that would be my motion yes ma'am okay is there a second commissioner Smith all in favor I commissioner Gandhi are you okay all right and none opposed so this matter will be deferred until the court case is resolved okay thank you very much we appreciate your uh time thank you all right we will move two old and new business um the first one is Happy Valley at 220 McCullen Highway East Boston they're requesting a one-day extension of hours for April 19th and April 20th um they were requesting to open at 8:00 a.m. as opposed to their 10: a opening and they want to close at their normal 1000 p.m closing are there any questions I have no questions all right chair voice TR I vote to amend I vote to approve the amendment okay is there a second second second all right all in favor all right oppose the amendment is granted the next Amendment we have is Mayflower at 2:30 Harvard Avenue um they are applying for a one-day extension of hours for 420 the applicant was requesting to open at 8:00 a as opposed to their 9:00 am opening chairwoman Joyce V to approve the amendment there a second y all in favor I and none opposed so the amendment is granted as requested and the final item which just needs acknowledgement from the board the license is community growth Partners um license premises 591 Albany Street this is a Col collocated medical and recreational um dispensary and we are in receipt of correspondents from the lensey stating that they will cease operations as a medical treatment center at this location the licy will continue to operate as a marijuana retailer only at this time chair Jo I knowledge I do have a question yes two separate hcas no they're one HCA okay so we have to revise that yes okay acknowledged second all in favor all right respondence is acknowledged all right those were all the MS before the board today the board's next transactional hearing will take place on May 15th at 1M thank you all for attending and enjoy the rest of your evening thank you