UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 29, 2023

 

 

Canopy Growth Corporation

(Exact name of registrant as specified in its charter)

 

 

Canada		001-38496		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1 Hershey Drive Smiths Falls, Ontario	K7A 0A8
(Address of principal executive officers)	(Zip Code)

 

(855) 558-9333

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	CGC	Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

Item 3.02

Unregistered Sales of Equity Securities.

 

As previously disclosed, on March 31, 2023, Canopy Growth Corporation (the “Company”) entered into an agreement (the “Agreement”) to, among other things, purchase 45% of the common shares of Les Serres Vert Cannabis Inc. from Les Serres Stéphane Bertrand Inc. (“LSB”), increasing its existing 55% common share holding of Les Serres Vert Cannabis Inc. to 100%.

 

On August 29, 2023, the parties amended and restated the Agreement (the “A&R Agreement”). Pursuant to the A&R Agreement, on August 29, 2023, the Company issued 15,206,046 common shares of the Company (the “Common Shares”) to LSB. The Common Shares were issued in reliance on the exemption from securities registration in Section 4(a)(2) under the Securities Act of 1933, as amended.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CANOPY GROWTH CORPORATION
	By:	/s/ Judy Hong
		Judy Hong
		Chief Financial Officer

 

Date: August 30, 2023