CNSX: TOKI
CORPORATE PRESENTATION
NOVEMBER 2018
Tree of Knowledge International Corp.
Medically Focused, Backed by Science
Tree of Knowledge International Corp. Medically Focused, Backed by - - PowerPoint PPT Presentation
Tree of Knowledge International Corp. Medically Focused, Backed by Science CORPORATE PRESENTATION NOVEMBER 2018 CNSX: TOKI TREE OF KNOWLEDGE INTERNATIONAL CORP 2 DISCLAIMER This presentation is not, and under no circumstances is to be
Medically Focused, Backed by Science
This presentation is not, and under no circumstances is to be construed to be, an offering of
prospective investors in considering their interest. The information in this presentation must be kept confidential at all times. By accepting this presentation, the recipient agrees that it will not copy, duplicate or distribute this presentation, in whole or in part, at any time without the Company’s prior written consent. By your acceptance hereof, you covenant that neither you nor your agents, representatives, directors or employees will copy, reproduce or distribute this presentation or the information herein to others, in whole or in part, at any time, without the prior written consent of the Company, and that you will keep confidential this presentation, the information herein and any information otherwise obtained from the Company. The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C. §811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug and, consequently, the Company’s business may be deemed to
State Cannabis laws and regulations, the regulatory regime is complex and evolving. We may not be able to obtain the necessary licenses, permits or authority to operate our business as currently contemplated, which may have a material adverse effect on our anticipated business strategy and results of operations. The enforcement of U.S. federal laws or changes in the enforcement priorities and policies, our inability to obtain licenses, permits or authority to operate our business as currently contemplated may adversely affect an investment in our securities. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Any securities offered will be offered only to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the U.S. Securities Act under exemptions from such registration requirements. This presentation does not constitute an offer of securities, and no offer
THE OFFERED SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES OR ANY CANADIAN PROVINCIAL SECURITIES REGULATOR PASSED ON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. FORWARD-LOOKING INFORMATION This presentation contains “forward-looking information” within the meaning of applicable securities laws in Canada. Forward-looking information may relate to
financial position, business strategy, growth strategies, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we
identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “an opportunity exists”, “outlook”, “prospects”, “strategy”, “intends”, “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward- looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Forward-looking information contained in this presentation and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and percep- tion
that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. For further details on the forward looking information included in this presentation, see “Forward- Looking Statements” in the Preliminary Prospectus. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information in this presentation, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information in this presentation. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance
information contained in this presentation represents our expectations as of the date of this presentation or the date indicated, regardless of the time of delivery of the presentation. Howev- er, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.
TREE OF KNOWLEDGE INTERNATIONAL CORP 2
PURCHASERS’ RIGHTS OF ACTION The following rights are in addition to and without derogation from any other right or remedy which purchasers may have at law and are intended to correspond to the provisions of the relevant securities laws and are subject to the defences contained therein. The following summaries are subject to the express provisions of the applicable securities statutes and instruments in the below-referenced provinces and the regulations, rules and policy statements thereunder and reference is made thereto for the complete text of such provisions. ONTARIO INVESTORS Under Ontario securities legislation, certain purchasers who purchase securities offered by an offering memorandum during the period of distribution will have a statutory right of action for damages, or while still the owner of the securities, for rescission against the issuer or any selling security holder if the offering memorandum contains a misrepresentation without regard to whether the purchasers relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the issuer or any selling security holder. In no case will the amount recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, the issuer and any selling security holder will have no liability. In the case of an action for damages, the issuer and any selling security holder will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the securities as a result of the misrepresentation relied upon. These rights are not available for a purchaser that is (a) a Canadian financial institution or a Schedule III Bank (each as defined in National Instrument 45-106 – Prospectus Exemptions), (b) the Business Development Bank of Canada incorporated under the Business Development Bank
the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario
INVESTORS FROM OTHER PROVINCES Securities legislation in certain other provinces and territories
law, rights of rescission or damages, or both, where any document, purporting to describe the business and affairs of an issuer that has been prepared primarily for delivery to and review by a prospective purchaser so as to assist the prospective purchaser to make an investment decision in respect of securities and, in some cases, advertising and sales literature used in connection with the offering of the offered securities, contains a misrepresentation. For the purposes of this section, “misrepresentation” means: (a) an untrue statement of a fact that significantly affects, or would reasonably be expected to have a significant effect, on the market price or the securities of the Company (a “material fact”); or (b) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. These rights must be exercised by purchasers of the offered securities within the prescribed time limits under applicable securities legislation. Purchasers should refer to the applicable provisions
consult with their legal advisor.
TREE OF KNOWLEDGE INTERNATIONAL CORP 3
Tree of Knowledge International Corp. (”TOK”
physician led, North American cannabis healthcare platform focused on formulated product development and distribution, backed by cannabis research and education. TOK has three primary business segments: TOK’s primary competitive advantage is derived from its access to patients and broad distribution network across North America and international markets.
TREE OF KNOWLEDGE INTERNATIONAL CORP 4
Multidisciplinary Specialty Pain Clinics with a focus on the treatment
including controlled applications of medical cannabis Distribution & Sale of Products United States, Europe, South America, and China One of the largest Patient Populations in North America through its strategic relationships with
Physician’s Choice, and Jack Nathan Health, among others Ability to Conduct Large Scale Observational Studies and Clinical Trials
generating statistically significant data used for Product Development which in turn, can be monetized through the Company’s patient and consumer base Development of Formulated Products for therapeutic purposes and natural health product alternatives
CBD and cannabis-based products – medically focused, scientifically backed – intention to duplicate TOK CEO JP Gaillard’s success with the Nespresso business model
TREE OF KNOWLEDGE INTERNATIONAL CORP 5
Jean-Paul Gaillard has a successful track record for building
global brands. Gaillard created a unique Nespresso business model, changing the language of coffee in which premium, patented pods serve as the delivery system for coffee. He formed partnerships with major coffee appliance brands to accept Nespresso capsules, as well as Nespresso’s
Club allowed members to purchase Nespresso products with exclusive member benefits. Prestigious ambassador stores and Nespresso boutiques provided a direct touchpoint, allowing consumers to experience to sample the products and coffee. Having successfully launched Nespresso to make it one of the most successful global food and beverage brands in the world, Mr. Gaillard grew Nespresso from a company of only 10 employees to over 2,000. Today, still following the same business model and strategy developed by Gaillard, Nespresso earns over $6 billion in sales annually.
THOUSANDS OF BRANDS, HUGE FRAGMENTATION WITHIN THE CBD & MEDICAL CANNABIS INDUSTRY
ONE SINGULAR PREMIER BRAND
JEAN-PAUL GAILLARD MICHAEL CARIDI
PETER SAUNDERS
■ Founder of Toronto Poly Clinic, a leading
multidisciplinary specialty pain clinic
■ Certified Family Physician credentialed in
Chronic Pain Management by the Canadian and American Academies of Pain Management
■ Chair of Credentialing at the Canadian Academy
member of the Ontario Medical Association Section on Chronic Pain for 10 years
■ Successful career building international brands ■ Transformed the Marlboro Classics brand for
Philip Morris International
■ Turned Nespresso into one of Nestle’s most
profitable brands by creating the unique business model and strategy still in use today
■ Experience in FMCG, consumer durables,
fashion, luxury, aerospace, health, technology, and M&A
Management Board of Directors
TREE OF KNOWLEDGE INTERNATIONAL CORP 6
JEAN-PAUL GAILLARD PRESIDENT & CEO
■ Proven record for building start-up companies
into national successes
■ Developed $100 million in real estate projects
and provided construction services for many Fortune 500 clients and retailers
■ Consulting for business development, biotech
industry, and independent business ventures MICHAEL CARIDI CHAIRMAN OF THE BOARD DIRECTOR OF BUSINESS DEVELOPMENT
CHIEF MEDICAL OFFICER
■ Co-founder/CEO of Jack Nathan Health Inc.,
(1,500,000+ patients across Canada)
■ JNHI provides turnkey medical and dental
clinics within Walmart
■ Co-founder/CEO of Mass Med Media,
digital media company helping brands engage consumers in large Canadian retail environments GEORGE BARAKAT OBSERVER, BOARD NOMINEE
■ Former Premier of the Province of Ontario,
prior to which, was Deputy Premier and Minister of Finance
■ Served as Canadian Vice Chairman and
Senior Advisor at Credit Suisse
■ Advisor, consultant, or board member for
several North American and International companies
Tree of Knowledge has a highly experienced leadership team with a proven track record of success in complementary industries from healthcare to consumer packaged goods
■ Partner at TingleMerrett LLP law firm ■ Corporate and securities counsel to numerous
Canadian and International public and private corporations, including large number of issuers active in the North American cannabis industry
■ Wide experience in private and public debt
and equity offerings, corporate acquisitions of assets and/or shares, corporate structuring and debt financing SCOTT REEVES
■ Senior management for public and private
Pharmaceutical and Healthcare companies
■ Government and regulatory experience, leading
the adoption and implementation of Telehealth Ontario and Clinidata’s electronic medical records
■ Co-founded Oryx Pharmaceuticals Inc. prior to
its sale to Sepracor Inc. for ~$70 million USD
■ VP of Sales and Marketing and Government
Affairs at MariCann Inc. Founding manage- ment member PETER SAUNDERS DIRECTOR OF INTERNATIONAL BUSINESS AFFAIRS
Scientific Advisory Board Industry Advisors
7 TREE OF KNOWLEDGE INTERNATIONAL CORP
■ President of the American Pain Association ■ Worked on the Advisory team of Opioid
Epidemic with the Trump Administration
■ Harvard trained Pain Specialist ■ Active in educational seminars and conferences
■ Director and Founder of the Madison Avenue
Chiropractic Center since 1980
■ Advisory Board Member for Health Corps,
working with founder Dr. Mehmet Oz to educate youth on exercise, nutrition, and mental resilience
■ Chairman of the Board of HealthCore, which
provides an integrated research environment and deep understanding of the complexities
■ Partner in Cajetan, LLC, an independent global
healthcare consulting firm working with companies to deliver better value for patients
■ Senior Vice President, Chief Marketing Officer
■ Commercial leadership of +$5.5B portfolio of
primary care and specialty products CHRISTOPHER KAPLAN
■ President, International Hemp Association ■ Principal Industrial Hemp Specialist, Hemp
Ace International, industrial hemp consulting and brokerage firm
■ Industrial Hemp Advisor to the Northwest
Farmers Union
■ 2014 National Hemp Industries Association’s
Hemp Activist of the Year Award
■ Works directly with law-and policy-makers
JOY BECKERMAN
■ 30+ years senior/executive-level managerial
experience in the Pharmaceutical industry
■ Leadership positions in business development,
and generic pharmaceutical companies
■ UpJohn, AstraZeneca, Genpharm, Immunotech
Developments Inc., Quimica Canada JOHN BONIN
■ Former NFL Player, CEO of The Brewer Group,
assets ranging numerous sectors
■ Regular contributor on Fox News and CNN ■ Ambassador for Peace and Sport for the
United Federation for Peace and Sustainable Development at the United Nations JACK BREWER
■ Successful entrepreneur, author and former
US Navy SEAL with 10 years’ experience leading and managing organizations operating in both public and private spheres
■ Appointed by the US President to act as Chief
Community Service, serving until January 2018 and managed a $1.13B budget CARLTON M. HIGBIE, IV
Tree of Knowledge’s management team and Board of Directors is supported by a team of advisors from both the scientific and business community that provide strategic insight into TOK’s corporate strategy
Epilepsy
✓
Parkinson’s Alzheimer’s Sleep
✓ ✓
Anxiety
✓
Mood
✓
Energy
✓
Neuropathic Pain Inflammation
✓ ✓
Fibromyalgia Multiple Sclerosis
✓
Arthritis
✓
Immune Function Metabolism Appetite Crohn’s
TREE OF KNOWLEDGE INTERNATIONAL CORP 8
OTC: $10B Global Market
■
Pain & Inflammation Tylenol, Aspirin, Aleve
■
Sleep Berry Sleepy, Luna, SleepAid, Nytol
■
Anxiety Kava Kava, Valerian
■
Epilepsy Nuroplen, Forte
■
Parkinson’s Life Extension, Keter Wellness
RX: $100B+ Global Market
■
Pain & Inflammation Lyrica, Celebrex, Humira, OxyContin, Enbrel
■
Sleep Sonata, Lunesta, Rozerem, Ambien
■
Anxiety Zoloft, Ativan, Lexapro, Xanax
■
Epilepsy Lyrica, Priga, Lamictol
■
Parkinson’s Sinevel
Tincture, Sublingual Transdermal Patch Gel Caps Tablets Topical Creams Topical Salves Airless Metered Pen Metered Dose Inhaler DELIVERY MECHANISMS
Our initial suite of products are formulated to address the same conditions as OTC and certain prescription pharmaceuticals, but without the negative side effects.
CONDITIONS
NEUROLOGICAL SLEEP & MOOD PAIN GASTROINTESTINAL FORMULATED PRODUCTS FORMULATED PRODUCTS
PRESCRIBED BY DOCTORS IN BRAZIL NEW PRODUCT UNDER DEVELOPMENT
These products are not approved by FDA in the United States for the diagnosis, cure, mitigation, treatment, or prevention of any disease.
SPOKANE, WASHINGTON
Spokane, Washington
GMP qualified facility constructed above industry standards Formulations, processing, packaging Proprietary state-of-the-art equipment ensures highest production and quality control Operational process tracking and inventory control software
TREE OF KNOWLEDGE INTERNATIONAL CORP 9
TREE OF KNOWLEDGE INTERNATIONAL CORP 10
Cannabis Oil For Chronic Non-Cancer Pain Treatment Concept Alpha
RESEARCH PROJECT INSTITUTION GOAL
chronic non-cancer pain (CNCP) over a 12 week period as compared to placebo.
pain interference, anxiety, depression, insomnia, opioids and use of analgesics, antidepressants, anxiolytics,
limitations, social functioning, mental functioning. The Effect of the Use of Medical Cannabis on Chronic Pain Patients' Opioid UseCatalyst Grant
among CP patients still remains controversial.
CP patients’ opioid use.
rates of side effects and accurate estimates of the difference in opioid use between the two groups (effect size) and its variance to inform the calculation of the sample size for a full-scale RCT with adequate power. Evaluation of Interventions to Address the Opioid Crisis
interested in reducing or stopping their opioid use.
its promise for preventing problematic drug use through safe, effective pain management. Database for Cannabinoid Consumption and Study (DATACANN)
using cannabis.
the eligibility form and if eligible (18 or older, with CNCP, use cannabis and capable of completing on‐line surveys) they will then be asked to review and complete the on‐line consent form. Once they have provided consent they will complete the registration form and the baseline survey. Patients will be emailed a survey link at 4, 8, 12 months and then every 6 months thereafter for approximately 5 years. Data on patient medications will be collected directly from the patient’s pharmacy.
available for clinicians.
Sleep Formula
Current Products New Products Under Development
TREE OF KNOWLEDGE INTERNATIONAL CORP 11
EVR HEMP OIL CBD AIRLESS METERED PEN
A patented, proprietary medical dosing device containing full spectrum Organic Hemp Oil,
percentages of CBD.
EVR HEMP OIL CBD SALVE
CBD is synergistic compound and has been coupled with other ingredients in our Premium Salve to nourish and rebalance the skin with anti-inflammatory qualities.
EVR HEMP OIL CBD TINCTURE
Available as full spectrum
dropper form.
EVR HEMP OIL CBD CAPSULES
CBD coupled with additional organic ingredients delivered in our patented beeswax capsules.
VITAL 3
CBD formulated with Omega-3s and Vitamin D, delivered in capsule form, using our proprietary, patented beeswax encapsulation process.
SLEEP AID
Sleep aid formulation CBZZ’s, a zero THC proprietary blend of cannabinoids, terpenes and other constituents, has had successful results in our product test. It has no after effects of drowsiness the following day. Launching in Europe Q2 2019, and in the US Q3 2019.
Current Products Under Development
President of the American Pain Management Association and worked on the Opioid Epidemic with the Trump Administration. The American Pain Management Association will serve as a distribution vehicle for Dr. Sanjay Gupta’s CBD products across the United States. Dr. Gupta serves on TOK’s Scientific Advisory Board.
*Not to be confused with Dr. Sanjay Gupta featured on CNN
PHYSICIAN’S CHOICE
The Physician's Choice was founded two doctors both specializing in pain management: Dr. Julian Grove who completed his fellowship at Harvard Medical School, and Dr. Peter Kubitz who complete his residency at Mayo Clinic. The label has a potential reach of 400 clinics in the US with 10,000 patients per day. Inital order has been delivered to the first two clinics.
TOK + WATER COMPANY
TOK is working with a water company to create and market a Hydrogen and CBD infused water.
ATHLETIX
Brand targeting athletes and athletic performance. Initial distribution commenced. In discussion with additional, potential distributors which includes big box stores, gyms, and sports fitness shops.
TREE OF KNOWLEDGE INTERNATIONAL CORP 12
MCORP ™ MEDICAL CANNABIS OPIOID REDUCTION PROGRAM
Proprietary training program providing physicians with an effective protocol for using medical cannabis to reduce patients’
The program comprises of a combined pharmacological treatment (i.e, medical cannabis) and psychological treatment (Zendose™). The system provides a unique reduction plan based on each patient’s response to the opioid reduction.
HAND-HELD BATTERY-OPERATED THERAPEUTIC ULTRASONIC DEVICE
Patent pending hand-held ultrasound energy device used to treat acute osteoar- thritis by alleviating pain and stiffness symptoms, matching the output power of desktop versions. Works with a rechargeable
topical medications such as anti-inflamma- tories and cannabidiol (CBD) oils in affected
use for self-management of pain.
COAXIAL-COPLANAR MICROENCAPSULATION
An innovation to the microencapsulation process whereby microspheres of two different sizes are created. The smaller size sphere is encapsulated within the larger size
new species of micro carrier that can be used to improve bioavailability. Controllable variables: Shell wall thickness; percent concentration placement of secondary substances in the core and of the third substance in the matrix of the phase-change material used to create spheres; specific capsule sizes.
EVR PREMIUM BRANDS ™ GENETIC ENZYME MARKING
Pharmacogenomic Testing (Genetic Enzyme Marking Technology): A cheek swab test kit for health care practitioners that reads a patients genetic disposition for metabolic data, indicating how he/she will metabolize various cannabinoids and reactions with
Monitoring the rise or fall of enzyme levels can aid in the assessment of a variety of
now and the product is expected to launch in summer 2018.
EVR PREMIUM BRANDS ™ EXCLUSIVE LICENSING OF BRAINBOT™ EEG HEADBAND
BrainBot
™ is a wireless EEG (electroenceph-
alography) headband, capturing a patient’s brain waves in order to analyze their neural response to cannabinoid stimulants, allowing for the administration of correct dosages and levels of cannabinoids. The NeuroEEG
™ is a multi-channel, miniature,
wireless platform technology capable of recording electroencephalograms (EEG); fast, portable, and easy to use for mobile, field and office environments.
TREE OF KNOWLEDGE INTERNATIONAL CORP 13 TREE OF KNOWLEDGE INTERNATIONAL CORP
TREE OF KNOWLEDGE INTERNATIONAL CORP 14
■
Leading healthcare provider specializing in multidisciplinary specialty pain with clinics founded in 2001 by Dr. Kevin Rod
■
Clinical testing with in-patient population
■
Profit-sharing joint venture with HealthMax Physiotherapy – a leading provider of rehabilitation services including physiotherapy, acupuncture, massage therapy, and chiropractic care – to provide allied healthcare and ancillary services to eligible referred and walk-in patients
MCERP
Medical Cannabis Education, Research, and Best Practices Educational Materials Training Sessions Observational Studies Advanced Clinical Trials
MCORP ™
Medical Cannabis Opioid Reduction Program Proprietary training program providing physicians with an effective protocol for using medical cannabis to reduce patients’ opioid use in treating chronic pain.
RESEARCH PARTNERSHIPS EXCLUSIVE PARTNERSHIP WITH JACK NATHAN MEDICAL INC.
Pain Management Program
psychological management of pain
Medical Cannabis
cannabis for the treatment of chronic illnesses
for alternative treatments to combat the opioid epidemic Injection Therapy
injection, prolotherapy and PRP injections
ligament cells Patient Self Management
TPCI’S FOUR CORE SERVICE LINES
■
Exclusive, on-going partnership with Jack Nathan Medical Inc. to establishi a multidisciplinary chronic pain practice within the JNMI clinic network
■
JNMI operates 72 full service medical and dental clinics located in major supermarketsstores across Canada, with 1.5 million patient visits per year
■
In new JNH clinics, TPCI has the right to run any pain clinics set up by JNMI
■
In existing clinics, doctors will be trained to use TOK’s medical cannabis products and our research programs
TREE OF KNOWLEDGE INTERNATIONAL CORP 15
Toronto Poly Clinics (3x) 26 80,000 Located inside major supermarkets 400 1,500,000 Located in Arizona 400 2,000,000 American Pain Association 800 3,000,000 Distributor, Brazil 700 1,000,000 TOTAL 2,326 7,580,000
CLINIC/ASSOCIATION DOCTORS PATIENT VISITS / YEAR DISTRIBUTOR
TREE OF KNOWLEDGE INTERNATIONAL CORP 16
Education
Physician Education and Training Industrial sponsored research and education support
Manufacturing & Products
Extraction and Isolation Production
Product Sales
Services
Ontario Health Insurance Plan (OHIP) MVA and Assessments Wellness Program Patient Referrals