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Intercure(INCR) - 2022 Q4 - Annual Report

Regulatory Compliance - The medical-use cannabis industry is highly regulated, and compliance with laws and regulations is critical for the company's operations[37]. - The company holds licenses for breeding, cultivating, and distributing pharmaceutical-grade cannabis in Israel, including IMC-GAP, IMC-GMP, IMC-GDP, and IMC-GSP certifications[40]. - Regulatory approvals for import/export permits are essential for the company's strategic partnerships with brands like Tilray and Organigram[45]. - Compliance with evolving regulations is critical, as failure to do so may result in penalties and operational disruptions[73]. - The company is subject to various laws and regulations regarding money laundering, which could disrupt operations and incur significant costs if violated[74]. - The company's ability to conduct cannabis-related activities in Israel is contingent upon compliance with IMCA regulations, which impose strict ownership limits[175]. - Changing laws and regulations may increase compliance costs and create uncertainty, potentially harming business operations[116]. Clinical Trials and Research - The company has received IMCA feasibility approval to initiate nine clinical trials, with one phase 3 clinical trial currently underway[49]. - The company may face significant delays in clinical trials due to COVID-19 challenges, impacting its ability to conduct and complete studies[49]. - Future research and clinical trials may yield negative conclusions regarding the medical benefits of cannabis, impacting product distribution and regulatory approvals[51]. - The company is currently providing products for one active clinical study but does not have ownership of the intellectual property generated from this study[154]. - The company is considering the possibility of canceling its clinical program due to significant delays and changes in market conditions[198]. Financial Performance and Risks - The company has not paid dividends on its ordinary shares, which may affect investor returns unless the securities appreciate in value[36]. - The company is exposed to risks related to currency fluctuations and inflation, which could adversely affect its financial condition[36]. - Increased inflation raises costs for commodities, labor, and materials, potentially impacting financial condition and cash flows[57]. - Recent bank closures have created liquidity risks, which may impair access to working capital and increase financing costs[58]. - Future revenues are difficult to forecast due to the underdeveloped medical-use cannabis market, potentially impacting financial stability[80]. - Additional financing will be necessary for continued business development, and there is no assurance that such financing will be available on favorable terms[111]. - The market price of the company's shares may be volatile due to various factors, including market reactions to operating results and changes in analyst coverage[133]. Operational Challenges - The company may face challenges in attracting and retaining key personnel, which is critical for executing its business strategy[94]. - The company may face challenges in expanding operations to meet demand, which could hinder growth and profitability[110]. - The company faces operational risks that may result from inadequate technology or external events, potentially leading to financial loss or reputational damage[130]. - The company may incur increased costs due to operating as a public company in the U.S.[36]. - The company is exposed to risks of liability due to potential fraudulent or illegal activities by employees and third parties, which could lead to significant financial penalties and reputational damage[95]. Market Conditions and Competition - The medical-use cannabis market's growth is uncertain, and demand projections may prove incorrect, affecting profitability[62]. - Competition in the medical-use cannabis industry is intensifying, with competitors having greater resources and experience[65]. - Economic conditions, including military conflicts and inflation, may adversely affect business operations, sales cycles, and market share[56]. - Political and military instability in Israel may adversely affect the company's results of operations and business prospects[158]. Strategic Partnerships and Expansion - The company plans to expand its international presence, but may face challenges related to import restrictions and production requirements in target markets[72]. - The company aims to expand its global distribution network through joint ventures and partnerships in the European Union and Canada, although no products have been distributed through these partnerships yet[193][194]. - The company has entered into long-term exclusive strategic partnerships with industry leaders such as Tilray, Organigram, Charlotte's Web, and Cookies to enhance its global footprint and access to raw materials[204]. - The company plans to establish distribution channels in fully-regulated markets, including Germany, the UK, and Switzerland, to meet anticipated demand for medical cannabis[215]. Production and Quality Control - The company operates a production facility in Southern Kibbutz with a gross area of 1.7 million square feet, currently producing 7 tons of cannabis annually, with potential to expand to 88 tons per year upon full operational capacity[191]. - The Northern Kibbutz facility has a gross area of 55,000 square feet, capable of producing up to 3 tons of cannabis annually, with an option to expand to 10 tons[192]. - The company has established rigorous cultivation and harvest protocols to ensure consistency, quality, and efficiency as it scales operations globally[206]. - The current product portfolio includes dried inflorescences and liquid oil, with a focus on well-defined cannabinoid profiles[220]. Intellectual Property and Innovation - The company has submitted trademark applications for its brand and logo in multiple jurisdictions, including Israel, Canada, the United States, and EU member states[144]. - The company has obtained protected breeding rights on five unique genetics in Israel and plans to apply for similar rights in other jurisdictions[145]. - The company relies on trade secret protection and confidentiality agreements to safeguard its proprietary technologies and products[146]. - The company may seek to file patent applications in Israel and other countries for its novel technologies, although this process is costly and time-consuming[147]. Leadership and Governance - The CEO, Alexander Rabinovich, holds over 26% of the company's voting power, with insiders collectively owning approximately 28% of the outstanding Ordinary Shares, leading to substantial control over corporate operations[179]. - The concentration of ownership among executives and major shareholders may limit the availability of Ordinary Shares to the public, potentially affecting trading prices[180]. - The company is classified as an emerging growth company and may rely on exemptions from certain disclosure requirements for up to five years or until total annual gross revenue exceeds $1.235 billion[118].