Cannabis Sativa, Inc. (OTCPK:CBDS) signed a Letter of Intent to acquire MJ Harvest, Inc. (OTCPK:MJHI) from a group of shareholders for $6.9 million on May 11, 2022. Cannabis Sativa, Inc. (OTCPK:CBDS) entered into an Agreement of Merger to acquire MJ Harvest, Inc. (OTCPK:MJHI) on August 8, 2022. The LOI provides for MJHI shareholders to receive 2.7 shares of CBDS common stock for each one share of MJHI common stock held immediately prior to the merger.

As per amended filing on February 8, 2023 MJHI shareholders will receive 2.66 shares of CBDS common stock for each one share of MJHI common stock held immediately prior to the merger. The shares of CS common stock to be issued to MJ stockholders in connection with the Merger will be listed on the OTCQB Market under the symbol “CBDS”. Upon completion of the merger on the terms described in the LOI, it is anticipated that MJHI shareholders would own approximately 72% of the surviving company.

The LOI contemplates that CBDS will be the surviving company in the merger and that following the merger, MJHI will cease to exist as a separate corporate entity. The Merger will be accounted for as an acquisition of MJ by CS using the "acquisition" method of accounting under accounting principles generally accepted in the United States of America ("GAAP") with CS treated as the acquirer. The name of the surviving company in the Merger will be Cannabis Sativa, Inc. It is also anticipated that the shareholder meeting to approve the merger will result in changes in the Board of Directors and officers of the surviving company.

Upon completion of the Merger, the CS board of directors will consist of Patrick Bilton, David Tobias,  Ralph Clinton Pyatt III, and Randy Lanier.  Upon completion of the Merger, the CS principal officers will consist of Patrick Bilton, CEO and Ralph Clinton Pyatt III, COO. A virtual special meeting of the stockholders of MJ is scheduled to be held on April 5, 2023. The transaction is subject to approval of shareholders of MJ, registration statement shall become effective and other customary closing conditions.

The transaction has been unanimously approved by Board of Director of both MJ and Cannabis. The shareholders meeting of MJ is scheduled on April 10, 2023. The transaction is expected to complete during first quarter of 2023.

As per amended filing, Currently, CS and MJ expect to complete the Merger in the second quarter of 2023. Pacific Stock Transfer Company and Colonial Stock Transfer Company, Inc. acted as transfer agent for MJ and Cannabis Sativa respectively.