As used in this article 10, unless the context otherwise requires:
"Accelerator cultivator" means a social equity licensee qualified to participate in theaccelerator program established pursuant to this article 10 and authorized pursuant to rule to exercise the privileges of a retail marijuana cultivation facility on the premises of an acceleratorendorsed retail marijuana cultivation facility licensee.
"Accelerator-endorsed licensee" means a retail marijuana cultivation facility licensee, retail marijuana products manufacturer licensee, or retail marijuana store who has, pursuant to rule, been endorsed to host and offer technical and capital support to a social equity licensee pursuant to the requirements of the accelerator program established pursuant to this article 10.
Repealed.
"Accelerator manufacturer" means a social equity licensee qualified to participate inthe accelerator program established pursuant to this article 10 and authorized pursuant to rule to exercise the privileges of a retail marijuana products manufacturer on the premises of an accelerator-endorsed retail marijuana products manufacturing licensee.
(4.5) "Accelerator store" means a social equity licensee qualified to participate in the accelerator program established pursuant to this article 10 and authorized pursuant to rule to exercise the privileges of a retail marijuana store on the premises of an accelerator-endorsed retail marijuana store licensee.
"Acquire", when used in connection with the acquisition of an owner's interest of amedical marijuana business or retail marijuana business, means obtaining ownership, control, power to vote, or sole power of disposition of the owner's interest, directly or indirectly or through one or more transactions or subsidiaries, through purchase, assignment, transfer, exchange, succession, or other means.
"Acting in concert" means knowing participation in a joint activity or interdependentconscious parallel action toward a common goal, whether or not pursuant to an express agreement.
"Advertising" means the act of providing consideration for the publication, dissemination, solicitation, or circulation of visual, oral, or written communication to directly induce any person to patronize a particular medical marijuana business or retail marijuana business or purchase particular regulated marijuana. "Advertising" does not include packaging and labeling, consumer education materials, or branding.
"Affiliate" of, or person "affiliated with", has the same meaning as defined in the"Securities Act of 1933", 17 CFR 230.405, as amended.
"Beneficial owner of", "beneficial ownership of", or "beneficially owns an" owner'sinterest is determined in accordance with section 13(d) of the federal "Securities Exchange Act of 1934", as amended, and rule 13d-3 promulgated thereunder.
"Branding" means promotion of a business's brand through publicizing the medicalmarijuana business's or retail marijuana business's name, logo, or distinct design features of the brand.
"Consumer education materials" means any informational materials that seek to educate consumers about regulated marijuana generally, including but not limited to education regarding the safe consumption of marijuana, regulated marijuana concentrate, or regulated marijuana products, provided they are not distributed or made available to individuals under twenty-one years of age.
"Control", "controls", "controlled", "controlling", "controlled by", and "under common control with", means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting owner's interests, by contract, or otherwise.
"Controlling beneficial owner" is limited to a person that satisfies one or more ofthe following criteria:
(a) A natural person, an entity as defined in section 7-90-102 (20) that is organized under the laws of and for which its principal place of business is located in one of the states or territories of the United States or District of Columbia, a publicly traded corporation, or a qualified private fund that is not a qualified institutional investor:
Acting alone or acting in concert, that owns or acquires beneficial ownership of tenpercent or more of the owner's interest of a medical marijuana business or retail marijuana business;
That is an affiliate that controls a medical marijuana business or retail marijuanabusiness and includes, without limitation, any manager; or
That is otherwise in a position to control the medical marijuana business or retailmarijuana business except as authorized in section 44-10-506 or 44-10-606; or
(b) A qualified institutional investor acting alone or acting in concert that owns or acquires beneficial ownership of more than thirty percent of the owner's interest of a medical marijuana business or retail marijuana business.
"Escorted" means appropriately checked into a limited access area and accompanied by a person licensed by the state licensing authority; except that trade craftspeople not normally engaged in the business of cultivating, processing, selling, or testing regulated marijuana need not be accompanied on a full-time basis, but only reasonably monitored.
"Executive director" means the executive director of the department of revenue.
"Fibrous waste" means any roots, stalks, and stems from a medical or retail marijuana plant.
"Good cause", for purposes of refusing or denying a license renewal, reinstatement,or initial license issuance, means:
The licensee or applicant has violated, does not meet, or has failed to comply withany of the terms, conditions, or provisions of this article 10; any rules promulgated pursuant to this article 10; or any supplemental local law, rules, or regulations;
The licensee or applicant has failed to comply with any special terms or conditionsthat were placed on its license pursuant to an order of the state or local licensing authority;
The licensed premises have been operated in a manner that adversely affects thepublic health or welfare or the safety of the immediate neighborhood in which the establishment is located.
"Immature plant" means a nonflowering marijuana plant that is no taller than eightinches and no wider than eight inches; is produced from a cutting, clipping, or seedling; and is in a cultivating container.
"Indirect financial interest holder" means a person that is not an affiliate, a controlling beneficial owner, or a passive beneficial owner of a medical marijuana business or retail marijuana business and that:
Holds a commercially reasonable royalty interest in exchange for a medical marijuana business's or retail marijuana business's use of the person's intellectual property;
Holds a permitted economic interest that was issued prior to January 1, 2020, andthat has not been converted into an owner's interest;
Is a contract counterparty with a medical marijuana business or retail marijuana business, other than a customary employment agreement, that has a direct nexus to the cultivation, manufacture, or sale of regulated marijuana, including, but not limited to, a lease of real property on which the medical marijuana business or retail marijuana business operates, a lease of equipment used in the cultivation of regulated marijuana, a secured or unsecured financing agreement with the medical marijuana business or retail marijuana business, a security contract with the medical marijuana business or retail marijuana business, or a management agreement with the medical marijuana business or retail marijuana business, provided that no such contract compensates the contract counterparty with a percentage of revenue for profits of the medical marijuana business or retail marijuana business; or
Is identified by rule by the state licensing authority as an indirect financial interestholder.
"Industrial fiber products" means intermediate or finished products made from fibrous waste that are not intended for human or animal consumption and are not usable or recognizable as medical or retail marijuana. Industrial fiber products include but are not limited to cordage, paper, fuel, textiles, bedding, insulation, construction materials, compost materials, and industrial materials.
"Industrial hemp" means a plant of the genus cannabis and any part of the plant,whether growing or not, containing a delta-9 tetrahydrocannabinol concentration of no more than three-tenths of one percent on a dry weight basis.
"Industrial hemp product" means a finished product containing industrial hemp that:
Is a cosmetic, food, food additive, or herb;
Is for human use or consumption;
Contains any part of the hemp plant, including naturally occurring cannabinoids, compounds, concentrates, extracts, isolates, resins, or derivatives; and
Contains a delta-9 tetrahydrocannabinol concentration of no more than three-tenthsof one percent on a dry weight basis.
"License" means to grant a license, permit, or registration pursuant to this article 10.
"Licensed premises" means the premises specified in an application for a licenseunder this article 10 that are owned or in possession of the licensee and within which the licensee is authorized to cultivate, manufacture, distribute, sell, or test regulated marijuana and regulated marijuana products in accordance with this article 10.
"Licensee" means a person licensed or registered pursuant to this article 10.
"Limited access areas", subject to the provisions of section 44-10-1001, means abuilding, room, or other contiguous area upon the licensed premises where regulated marijuana and regulated marijuana products are cultivated, manufactured, stored, weighed, packaged, sold, possessed for sale, or tested, under control of the licensee, with access limited to only those persons licensed by the state licensing authority and those visitors escorted by a person licensed by the state licensing authority. All areas of ingress or egress to limited access areas must be clearly identified as such by a sign as designated by the state licensing authority.
"Local jurisdiction" means a locality as defined in section 16 (2)(e) of article XVIIIof the state constitution.
"Local licensing authority" means an authority designated by municipal, county, orcity and county charter, ordinance, or resolution, or the governing body of a municipality or city and county, or the board of county commissioners of a county if no such authority is designated.
"Location" means a particular parcel of land that may be identified by an address orother descriptive means.
"Manager" has the same meaning as in section 7-90-102 (35.7).
"Marijuana accessories" has the same meaning as defined in section 16 (2)(g) ofarticle XVIII of the state constitution.
"Marijuana-based workforce development or training program" means a programdesigned to train individuals to work in the regulated marijuana industry operated by an entity licensed under this article 10 or by a school that is authorized by the private occupational school division.
"Marijuana consumer waste" means any component left after the consumption of aregulated marijuana product, including but not limited to containers, packages, cartridges, pods, cups, batteries, all-in-one disposable devices, and any other waste component left after the regulated marijuana is consumed as defined by rules promulgated by the state licensing authority.
(33.5) "Marijuana hospitality business" means a facility, which may be mobile, licensed to permit the consumption of marijuana pursuant to this article 10; rules promulgated pursuant to this article 10; and the provisions of an enacted, initiated, or referred ordinance or resolution of the local jurisdiction in which the licensee operates.
"Medical marijuana" means marijuana that is grown and sold pursuant to the provisions of this article 10 and for a purpose authorized by section 14 of article XVIII of the state constitution but shall not be considered a nonprescription drug for purposes of section 12280-103 (28) or 39-26-717, or an over-the-counter medication for purposes of section 25.5-5322. If the context requires, medical marijuana includes medical marijuana concentrate and medical marijuana products.
"Medical marijuana business" means any of the following entities licensed pursuantto this article 10: A medical marijuana store, a medical marijuana cultivation facility, a medical marijuana products manufacturer, a medical marijuana testing facility, a marijuana research and development licensee, a medical marijuana business operator, or a medical marijuana transporter.
"Medical marijuana business operator" means an entity or person that is not anowner and that is licensed to provide professional operational services to a medical marijuana business for direct remuneration from the medical marijuana business. A medical marijuana business operator is not, by virtue of its status as a medical marijuana business operator, a controlling beneficial owner or a passive beneficial owner of any medical marijuana business it operates.
"Medical marijuana cultivation facility" means a person licensed pursuant to thisarticle 10 to operate a business as described in section 44-10-502.
"Medical marijuana product" means a product infused with medical marijuana thatis intended for use or consumption other than by smoking, including but not limited to edible products, ointments, and tinctures.
"Medical marijuana products manufacturer" means a person licensed pursuant tothis article 10 to operate a business as described in section 44-10-503.
"Medical marijuana store" means a person licensed pursuant to this article 10 tooperate a business as described in section 44-10-501 that sells medical marijuana to registered patients or primary caregivers as defined in section 14 of article XVIII of the state constitution, but is not a primary caregiver.
"Medical marijuana transporter" means an entity or person that is licensed to transport medical marijuana and medical marijuana products from one medical marijuana business to another medical marijuana business and to temporarily store the transported medical marijuana and medical marijuana products at its licensed premises, but is not authorized to sell medical marijuana or medical marijuana products under any circumstances.
"Mobile distribution center" means any vehicle other than a common passengerlight-duty vehicle with a short wheel base used to carry a quantity of marijuana greater than one ounce.
"Opaque" means that the packaging does not allow the product to be seen withoutopening the packaging material.
"Operating fees", as referred to in section 16 (5)(f) of article XVIII of the stateconstitution, means fees that may be charged by a local jurisdiction for costs, including but not limited to inspection, administration, and enforcement of retail marijuana businesses authorized pursuant to this article 10.
"Owner's interest" has the same meaning as in section 7-90-102 (44) and is synonymous with the term "security" unless the context otherwise requires.
"Passive beneficial owner" means any person acquiring any owner's interest in amedical marijuana business or retail marijuana business that is not otherwise a controlling beneficial owner or in control.
"Permitted economic interest" means any unsecured convertible debt instrument,option agreement, warrant, or any other right to obtain an ownership interest when the holder of such interest is a natural person who is a lawful United States resident and whose right to convert into an ownership interest is contingent on the holder qualifying and obtaining a license as an owner under this article 10, or such other agreements as may be permitted by rule of the state licensing authority.
"Person" has the same meaning as defined in section 7-90-102 (49).
"Premises" means a distinctly identified, as required by the state licensing authority,and definite location, which may include a building, a part of a building, a room, or any other definite contiguous area.
"Publicly traded corporation" means any person other than an individual that isorganized under the laws of and for which its principal place of business is located in one of the states or territories of the United States or District of Columbia or another country that authorizes the sale of marijuana and that:
(a) Has a class of securities registered pursuant to section 12 of the federal "Securities Exchange Act of 1934", as amended, that:
Constitutes "covered securities" pursuant to section 18 (b)(1)(A) of the federal
"Securities Act of 1933", as amended; or
Is qualified and quoted on the OTCQX or OTCQB tier of the OTC markets if:
The person is then required to file reports and is filing reports on a current basis withthe federal securities and exchange commission pursuant to the federal "Securities Exchange Act of 1934", as amended, as if the securities constituted "covered securities" as described in subsection (46)(a)(I) of this section; and
The person has established and is in compliance with corporate governance measures pursuant to corporate governance obligations imposed on securities qualified and quoted on the OTCQX tier of the OTC markets.
(b) Is an entity that has a class of securities listed on the Canadian securities exchange, Toronto stock exchange, TSX venture exchange, or other equity securities exchange recognized by the state licensing authority, if:
The entity constitutes a "foreign private issuer", as defined in rule 405 promulgatedpursuant to the federal "Securities Act of 1933", as amended, whose securities are exempt from registration pursuant to section 12 of the federal "Securities Exchange Act of 1934", as amended, pursuant to rule 12g3-2 (b) promulgated pursuant to the federal "Securities Exchange Act of 1934", as amended; and
The entity has been, for the preceding three hundred sixty-five days or since theformation of the entity, in compliance with all governance and reporting obligations imposed by the relevant exchange on such entity; or
Is reasonably identified as a publicly traded corporation by rule;
A "publicly traded corporation" described in subsection (50)(a), (50)(b), or (50)(c) ofthis section does not include:
(I) An "ineligible issuer", as defined in rule 405 promulgated pursuant to the federal "Securities Act of 1933", as amended, unless such publicly traded corporation satisfies the definition of ineligible issuer solely because it is one or more of the following, and the person is filing reports on a current basis with the federal securities and exchange commission pursuant to the federal "Securities Exchange Act of 1934", as amended, as if the securities constituted "covered securities" as described in subsection (50)(a)(I) of this section, and prior to becoming a publicly traded corporation, the person for at least two years was licensed by the state licensing authority as a medical marijuana business or retail marijuana business with a demonstrated history of operations in the state of Colorado, and during such time was not subject to suspension or revocation of the license:
A "blank check company", as defined in rule 419 (a)(2) promulgated pursuant to thefederal "Securities Act of 1933", as amended;
An issuer in an offering of "penny stock", as defined in rule 3a51-1 promulgatedpursuant to the federal "Securities Exchange Act of 1934"; or
A "shell company", as defined in rule 405 promulgated pursuant to the federal
"Securities Act of 1933", as amended; and
(II) A person disqualified as a "bad actor" under rule 506 (d) promulgated pursuant to the federal "Securities Act of 1933", as amended.
(51) "Qualified institutional investor" means:
A bank as defined in section 3 (a)(6) of the federal "Securities Exchange Act of1934", as amended, if the bank is current in all applicable reporting and record-keeping requirements under such act and rules promulgated thereunder;
A bank holding company as defined in the federal "Bank Holding Company Act of1956", as amended, if the bank holding company is registered and current in all applicable reporting and record-keeping requirements under such act and rules promulgated thereunder;
An insurance company as defined in section 2 (a)(17) of the federal "InvestmentCompany Act of 1940", as amended, if the insurance company is current in all applicable reporting and record-keeping requirements under such act and rules promulgated thereunder;
An investment company registered under section 8 of the federal "Investment Company Act of 1940", as amended, and subject to 15 U.S.C. sec. 80a-1 to 80a-64, if the investment company is current in all applicable reporting and record-keeping requirements under such act and rules promulgated thereunder;
An employee benefit plan or pension fund subject to the federal "Employee Retirement Income Security Act of 1974", excluding an employee benefit plan or pension fund sponsored by a licensee or an intermediary holding company licensee that directly or indirectly owns ten percent or more of a licensee;
A state or federal government pension plan;
A group comprised entirely of persons specified in subsections (51)(a) to (51)(f) ofthis section; or
Any other entity identified by rule by the state licensing authority.
(52) "Qualified private fund" means an issuer that would be an investment company, as defined in section 3 of the federal "Investment Company Act of 1940", but for the exclusions provided under sections 3(c)(1) or 3(c)(7) of that act, and that:
(a) Is advised or managed by an investment adviser as defined and registered under sections 80b-1-21, title 15 of the federal "Investment Advisers Act of 1940", and for which the registered investment adviser is current in all applicable reporting and record-keeping
requirements under such act and rules promulgated thereunder; and (b) Satisfies one or more of the following:
Is organized under the law of a state or the United States;
Is organized, operated, or sponsored by a "U.S. person", as defined under 17 CFR230.902(k), as amended; or
Sells securities to a "U.S. person", as defined under 17 CFR 230.902(k), as amended.
"Reasonable cause" means just or legitimate grounds based in law and in fact tobelieve that the particular requested action furthers the purposes of this article 10 or protects public safety.
"Regulated marijuana" means medical marijuana and retail marijuana. If the contextrequires, regulated marijuana includes medical marijuana concentrate, medical marijuana products, retail marijuana concentrate, and retail marijuana products.
"Regulated marijuana products" means medical marijuana products and retail marijuana products.
"Resealable" means that the package continues to function within effectiveness specifications, which shall be established by the state licensing authority similar to the federal "Poison Prevention Packaging Act of 1970", 15 U.S.C. sec. 1471 et seq., for the number of openings and closings customary for its size and contents, which shall be determined by the state licensing authority.
"Retail marijuana" means "marijuana" or "marihuana", as defined in section 16 (2)(f) of article XVIII of the state constitution, that is cultivated, manufactured, distributed, or sold by a licensed retail marijuana business. If the context requires, retail marijuana includes retail marijuana concentrate and retail marijuana products.
"Retail marijuana business" means a retail marijuana store, a retail marijuana cultivation facility, a retail marijuana products manufacturer, a marijuana hospitality business, a retail marijuana hospitality and sales business, a retail marijuana testing facility, a retail marijuana business operator, or a retail marijuana transporter licensed pursuant to this article 10.
"Retail marijuana business operator" means an entity or person that is not an ownerand that is licensed to provide professional operational services to a retail marijuana business for direct remuneration from the retail marijuana business.
"Retail marijuana cultivation facility" has the same meaning as "marijuana cultivation facility" as defined in section 16 (2)(h) of article XVIII of the state constitution.
"Retail marijuana hospitality and sales business" means a facility, which cannotbe mobile, licensed to permit the consumption of only the retail marijuana or retail marijuana products it has sold pursuant to the provisions of an enacted, initiated, or referred ordinance or resolution of the local jurisdiction in which the licensee operates.
"Retail marijuana products" means "marijuana products" as defined in section 16 (2)(k) of article XVIII of the state constitution that are produced at a retail marijuana products manufacturer.
"Retail marijuana products manufacturer" has the same meaning as "marijuana product manufacturing facility" as defined in section 16 (2)(j) of article XVIII of the state constitution.
"Retail marijuana store" has the same meaning as defined in section 16 (2)(n) ofarticle XVIII of the state constitution.
"Retail marijuana testing facility" means "marijuana testing facility" as defined insection 16 (2)(l) of article XVIII of the state constitution that is licensed pursuant to this article 10.
"Retail marijuana transporter" means an entity or person that is licensed to transportretail marijuana and retail marijuana products from one retail marijuana business to another retail marijuana business and to temporarily store the transported retail marijuana and retail marijuana products at its licensed premises, but is not authorized to sell retail marijuana or retail marijuana products under any circumstances.
"Sale" or "sell" includes to exchange, barter, or traffic in; to solicit or receive andorder except through a licensee licensed under this article 10; to deliver for value in any way other than gratuitously; to peddle or possess with intent to sell; or to traffic in for any consideration promised or obtained directly or indirectly.
"School" means a public or private preschool or a public or private elementary,middle, junior high, or high school or institution of higher education.
"Security" has the same meaning as in section (2)(l) of the federal "Securities Act of1933", as amended.
"Social equity licensee" means a natural person who meets the criteria establishedpursuant to section 44-10-308 (4). A person qualified as a social equity licensee may participate in the accelerator program established pursuant to this article 10 or may hold a regulated marijuana business license or permit issued pursuant to this article 10.
"State licensing authority" means the authority created for the purpose of regulatingand controlling the licensing of the cultivation, manufacture, distribution, sale, and testing of regulated marijuana in this state pursuant to section 44-10-201.
Source: L. 2019: Entire article added with relocations, (SB 19-224), ch. 315, p. 2825, § 5, effective January 1, 2020; (33.5) and (60.5) added and (58) amended, (HB 19-1230), ch. 340, p. 3117, § 12, effective January 1, 2020. L. 2020: (1), (2), and (4) amended, (3) repealed, and (4.5) and (68.5) added, (HB 20-1424), ch. 184, p. 842, § 1, effective September 14.
Editor's note: (1) This section is similar to former §§ 44-11-104 and 44-12-103 as they existed prior to 2020.
(2) Subsection (34) of this section was numbered as § 44-11-104 (11) in HB 19-1172. That provision was harmonized with and relocated to this section as this section appears in SB 19-224.
Cross references: (1) For the federal "Securities Act of 1933", see 15 U.S.C. § 77a et seq.; for the "Securities Exchange Act of 1934", see 15 U.S.C. § 78a et seq.; for the definitions in the federal "Securities Act of 1933", see 15 U.S.C. § 77b; for provisions of the federal "Securities Act of 1933" referring to "covered securities", see 15 U.S.C. § 77r (b)(1)(A); for the federal "Bank Holding Company Act of 1956", see 12 U.S.C. § 1841, et seq.; for the federal "Investment Company Act of 1940", see 15 U.S.C. §§ 80a-1 to 80a-64; for the federal "Employee Retirement Income Security Act of 1974", see 29 U.S.C. § 1001 et seq.; for the federal "Investment Advisers Act of 1940", see 15 U.S.C. § 80b-1 et seq.
(2) For rule 13d-3, referred to in subsection (9), see 17 CFR § 240.13d-3; for rule 405, referred to in subsection (50), promulgated under the federal "Securities Act of 1933", see 17 CFR § 230.405; for rule 12g3-2 (b), referred to in subsection (50), promulgated pursuant to the federal "Securities Exchange Act of 1934", see 17 CFR § 240.12g3-2 (b); for rule 419 (a)(2), referred to in subsection (50), promulgated under the "Securities Act of 1933", see 17 CFR § 230.419; for rule 3a51-1, referred to in subsection (50), promulgated pursuant to the federal "Securities Exchange Act of 1934", see 17 CFR § 240.3a51-1; for rule 506 (d), referred to in subsection (50), promulgated pursuant to the federal "Securities Act of 1933", see 17 CFR § 230.506 (d).