Business ProfileforHigh Times

SEC vs High Times

From 2020 through 2021, Hightimes engaged in a scheme to deceive investors by paying
undisclosed compensation for the purportedly independent recommendation from Palm Beach
Venture (“Palm Beach”), an investment newsletter. Investors were given the misleading impression
that Palm Beach’s endorsement of Hightimes was objective and independently formed when, in
fact, Hightimes was paying for the promotion. Hightimes secretly paid Palm Beach’s chief analyst
and author for this endorsement by lavishly entertaining him and through a sham consulting
agreement with his affiliates who funneled a portion of their Hightimes consulting fees to the
analyst as payment for Palm Beach’s promotion of Hightimes. To facilitate the promotion,
Hightimes falsely represented to investors that they were purchasing Hightimes common stock at a
price of $1 per share, when in fact they were purchasing for $11 per share. Hightimes also engaged
in an unregistered offering from at least June 2020 through December 2022. As a result of its
conduct, Hightimes violated the anti-fraud and securities offering registration provisions of the
federal securities laws.

Hightimes is a Delaware corporation with its principal place of business in Los
Angeles, California. Hightimes was founded in 2017 for the purpose of acquiring the High Times
brand, a cannabis related publication and platform. Since 2017, the company has expanded its
operations to the distribution of cannabis and related products. The Commission qualified
Hightimes to conduct a Regulation A (“Reg A”) offering under the Securities Act in March 2018.
The offering permitted Hightimes to offer shares at $11 per share. 

Adam E. Levin (“Levin”), age 44, is a resident of Venice, California. Levin
founded Hightimes in 2017 and has served as the executive chairman (“Chairman”) of the Board
since that time. Levin was also chief executive officer of Hightimes from 2017 to 2019. 

William Mikula a/k/a Jonathan W. Mikula (“Mikula”), age 38, is a resident of
Woodstock, Georgia. Mikula was chief analyst and author of Palm Beach Venture, a newsletter
published by Palm Beach Research Group, from at least 2019 through late 2021. The Commission
has charged Mikula in three separate matters, most recently for receiving undisclosed payments.

From 2020 through 2021, Hightimes participated in a fraudulent promotional
scheme, paying undisclosed compensation to be promoted by Palm Beach, which published an
investor newsletter.

From at least April 2020 through August 2021, Palm Beach circulated emails, at
least two articles, and videos touting Hightimes to its subscribers. One of the articles and some of
the emails included a false disclaimer stating that neither Palm Beach “nor its affiliates receive
compensation for bringing this deal to you.” Another article included a false disclaimer stating that
“Palm Beach Research Group writers and publications do not take compensation in any form for
covering those securities or commodities.” 

From 2020 through 2021, Hightimes participated in a fraudulent promotional
scheme, paying undisclosed compensation to be promoted by Palm Beach, which published an
investor newsletter. 

From at least April 2020 through August 2021, Palm Beach circulated emails, at
least two articles, and videos touting Hightimes to its subscribers. One of the articles and some of
the emails included a false disclaimer stating that neither Palm Beach “nor its affiliates receive
compensation for bringing this deal to you.” Another article included a false disclaimer stating that
“Palm Beach Research Group writers and publications do not take compensation in any form for
covering those securities or commodities.” 

During the pendency of the fraudulent Palm Beach promotion, Hightimes raised
approximately $20 million in its Reg A offering from thousands of investors. 

Accordingly, pursuant to Section 8A of the Securities Act and 21C of the Exchange Act, it
is hereby ORDERED that: 

A. Respondent cease and desist from committing or causing any violations and any
future violations of Sections 5 and 17(a) of the Securities Act and Section 10(b) of the Exchange
Act and Rule 10b-5 thereunder. 

B. Hightimes shall, within thirty (30) days of the entry of this Order, pay a civil money
penalty in the amount of $558,071 to the Securities and Exchange Commission. If timely payment
is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.

BBB opened an investigation into this firm due to the number of inquiries we have received. According to BBB files, consumers allege not receiving the purchases they paid for. Furthermore, consumers allege not being able to get a response with the details of their orders or refunds. On August 16, 2023 the BBB contacted the company regarding our concerns about the amount and pattern of complaints we have received, unfortunately, the BBB did not receive a response.

The Federal Trade Commission’s Prompt Delivery Rules "spells out the ground rules for making promises about shipments, notifying consumers about unexpected delays, and refunding consumers' money. Enforced by the FTC, the Mail or Telephone Order Rule applies to orders placed by phone, fax or the Internet.” For more information about the FTC's Prompt Delivery Rule please visit https://www.ftc.gov/tips-advice/business-center/guidance/selling-internet-prompt-delivery-rules