On May 11, 2018 a
Exhibit,Appendix
was filed
involving a dispute between
Cresco Labs Llc, An Illinois Limited Liability Company,
Cresco Labs New York, Llc,
A New York Limited Liability Company,
and
Eric Sirota,
Fiorello Pharmaceuticals, Inc.,
A New York Corporation,
John Does 1 - 10,
Susan Yoss,
for Commercial Division
in the District Court of New York County.
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FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 411 RECEIVED NYSCEF: 01/06/2022
EXHIBIT 68
November 14, 2018 letter from DOH to Valley
Index No. 652343/2018
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 411 RECEIVED NYSCEF: 01/06/2022
November 14, 2018
VIA CERTIFIED AND ELECTRONIC MAIL to Erik.Holling@valleyagriceuticals.com
Eric Holling
President
Valley Agriceuticals, LLC
80 Business Park Drive, Suite 207
Armonk, NY 10504
Dear Mr. Holling:
This letter is in response to your email dated October 12, 2018, requesting the review
and approval of the New York State Department of Health (Department) for an ownership
change of Valley Agriceuticals, LLC (Valley) to Cresco Labs. The proposed ownership change
would result in Cresco Labs, a proposed new investor, merging with Valley’s parent company,
Gloucester Street Capital, resulting in Gloucester Street Capital becoming a wholly owned
subsidiary of Cresco Labs, and ultimately Cresco owning one hundred percent of Valley. Valley
requested a response by October 31, 2018 to secure a new location in Brookyn and to build out
a 60,000 square foot facility rather than commencing manufacturing operations with a 6500
square foot facility. The Department acknowledged receipt of Valley’s request for a change in
ownership on October 12, 2018 and responded again on October 31, 2018 to put Valley on
notice that the Department’s response to the request for a change in ownership would not be
completed by October 31, 2018.
The Department issued a registration to Valley on August 1, 2017. Valley was informed
by the Department on October 5, 2018 that it had not demonstrated progress toward beginning
operations. Pursuant to 10 NYCRR § 1004.9, a registered organization is required to surrender
its registration to the Department upon written notice and demand if the registered organization
fails to begin operations, to the satisfaction of the Department, of a manufacturing and/or
dispensing facility within six months of the date of issuance of the registration. The Department
has provided flexibility with this requirement to help support a phased-in approach of new
registered organizations. Pursuant to 10 NYCRR § 1004.8, the registration issued to Valley is
non-transferrable. The Department has reviewed your request and hereby denies the proposed
change in ownership, as it would constitute a direct transfer of the registration.
While Valley provided Appendix A affidavits for investors listed in the Cresco Labs
capitalization table, the submission did not include all investors. In addition, Valley only
provided a memorandum summarizing the principal terms of the merger, rather than the actual
proposed merger agreement between Valley and Cresco Labs. Should Valley choose to
resubmit a revised change in ownership request for Department consideration, please include
the actual proposed merger agreements, as well as any operating agreements, partnership
agreements and other applicable documents and agreements between Cresco, Valley and any
of their subsidiaries, parent or holding companies. Valley must also provide a list of Gloucester
FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018
NYSCEF DOC. NO. 411 RECEIVED NYSCEF: 01/06/2022
Street Capital’s assets including but not limited to properties owned by Valley Agriceuticals Real
Estate, machinery, lab equipment, growing equipment, lease agreements, intellectual property
rights, and other assets that Cresco would be receiving.
Please submit a confirmatory email to mmp@health.ny.gov to acknowledge receipt of
this letter. Should you have any questions concerning this letter, please feel free to contact me
directly at (518) 402-0705.
Sincerely,
Nicole K. Quackenbush, Pharm.D.
Director
Medical Marijuana Program
2
Document Filed Date
January 06, 2022
Case Filing Date
May 11, 2018
Category
Commercial Division
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FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 411 RECEIVED NYSCEF: 01/06/2022 EXHIBIT 68 November 14, 2018 letter from DOH to Valley Index No. 652343/2018 FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 411 RECEIVED NYSCEF: 01/06/2022 November 14, 2018 VIA CERTIFIED AND ELECTRONIC MAIL to Erik.Holling@valleyagriceuticals.com Eric Holling President Valley Agriceuticals, LLC 80 Business Park Drive, Suite 207 Armonk, NY 10504 Dear Mr. Holling: This letter is in response to your email dated October 12, 2018, requesting the review and approval of the New York State Department of Health (Department) for an ownership change of Valley Agriceuticals, LLC (Valley) to Cresco Labs. The proposed ownership change would result in Cresco Labs, a proposed new investor, merging with Valley’s parent company, Gloucester Street Capital, resulting in Gloucester Street Capital becoming a wholly owned subsidiary of Cresco Labs, and ultimately Cresco owning one hundred percent of Valley. Valley requested a response by October 31, 2018 to secure a new location in Brookyn and to build out a 60,000 square foot facility rather than commencing manufacturing operations with a 6500 square foot facility. The Department acknowledged receipt of Valley’s request for a change in ownership on October 12, 2018 and responded again on October 31, 2018 to put Valley on notice that the Department’s response to the request for a change in ownership would not be completed by October 31, 2018. The Department issued a registration to Valley on August 1, 2017. Valley was informed by the Department on October 5, 2018 that it had not demonstrated progress toward beginning operations. Pursuant to 10 NYCRR § 1004.9, a registered organization is required to surrender its registration to the Department upon written notice and demand if the registered organization fails to begin operations, to the satisfaction of the Department, of a manufacturing and/or dispensing facility within six months of the date of issuance of the registration. The Department has provided flexibility with this requirement to help support a phased-in approach of new registered organizations. Pursuant to 10 NYCRR § 1004.8, the registration issued to Valley is non-transferrable. The Department has reviewed your request and hereby denies the proposed change in ownership, as it would constitute a direct transfer of the registration. While Valley provided Appendix A affidavits for investors listed in the Cresco Labs capitalization table, the submission did not include all investors. In addition, Valley only provided a memorandum summarizing the principal terms of the merger, rather than the actual proposed merger agreement between Valley and Cresco Labs. Should Valley choose to resubmit a revised change in ownership request for Department consideration, please include the actual proposed merger agreements, as well as any operating agreements, partnership agreements and other applicable documents and agreements between Cresco, Valley and any of their subsidiaries, parent or holding companies. Valley must also provide a list of Gloucester FILED: NEW YORK COUNTY CLERK 01/06/2022 11:23 PM INDEX NO. 652343/2018 NYSCEF DOC. NO. 411 RECEIVED NYSCEF: 01/06/2022 Street Capital’s assets including but not limited to properties owned by Valley Agriceuticals Real Estate, machinery, lab equipment, growing equipment, lease agreements, intellectual property rights, and other assets that Cresco would be receiving. Please submit a confirmatory email to mmp@health.ny.gov to acknowledge receipt of this letter. Should you have any questions concerning this letter, please feel free to contact me directly at (518) 402-0705. Sincerely, Nicole K. Quackenbush, Pharm.D. Director Medical Marijuana Program 2