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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): April 25, 2024
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 1.01 | Entry into a Material Definitive Agreement. |
Canopy Growth Corporation (the “Company” or “Canopy Growth”) previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 26, 2022 that it entered into an arrangement agreement dated October 24, 2022, as amended on March 17, 2023, May 31, 2023, August 31, 2023, October 31, 2023, December 29, 2023 and March 29, 2024 (the “Floating Share Arrangement Agreement”), with Canopy USA, LLC (“Canopy USA”) and Acreage Holdings, Inc. (“Acreage”), pursuant to which, subject to the terms and conditions of the Floating Share Arrangement Agreement, including all closing conditions contained in the arrangement agreement between the Company and Acreage dated April 18, 2019, as amended on May 15, 2019, September 23, 2020 and November 17, 2020 (the “Existing Arrangement Agreement”), Canopy USA will acquire all of the issued and outstanding Class D subordinate voting shares of Acreage (the “Floating Shares”) by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) at a fixed exchange ratio of 0.045 of a common share of Canopy Growth for each Floating Share held (the “Floating Share Arrangement”).
On April 25, 2024, the Company, Canopy USA and Acreage entered into a seventh amendment to the Floating Share Arrangement Agreement (the “Amendment”). Pursuant to the terms of the Amendment, the Company, Canopy USA, and Acreage agreed to amend (i) the Exercise Outside Date (as defined in the Floating Share Arrangement Agreement) from April 30, 2024 to May 9, 2024 and (ii) the date by which the Canopy Call Option (as defined in the Floating Share Arrangement Agreement) is required to be exercised by to not later than May 9, 2024, such date being 15 Business Days (as defined in the Floating Share Arrangement Agreement) following the exchange of all Company common shares held by CBG Holdings LLC and Greenstar Canada Investment Limited Partnership into the Company’s exchangeable shares. The completion of the Floating Share Arrangement is subject to satisfaction or, if permitted, waiver of certain closing conditions. There can be no certainty, nor can the Company provide any assurance, that all conditions precedent contained in the Floating Share Arrangement Agreement and the Existing Arrangement Agreement will be satisfied or waived, which may result in the acquisition of Acreage not being completed.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 10.1 | Seventh Amendment to Arrangement Agreement, dated April 25, 2024, by and among Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 30, 2024
Exhibit 10.1
SEVENTH AMENDMENT TO ARRANGEMENT AGREEMENT
THIS AMENDMENT is made as of April 25, 2024
BETWEEN:
CANOPY USA, LLC, a limited liability company existing under the laws of the State of Delaware (“Canopy USA”)
- and -
CANOPY GROWTH CORPORATION, a corporation existing under the laws of Canada (“Canopy”)
- and -
ACREAGE HOLDINGS, INC., a corporation existing under the laws of the Province of British Columbia (“Acreage”)
RECITALS:
| A. | Canopy USA, Canopy and Acreage are parties to an arrangement agreement (the “Arrangement Agreement”) dated October 24, 2022, as amended on March 17, 2023, May 31, 2023, August 31, 2023, October 31, 2023, December 29, 2023 and March 29, 2024; and |
| B. | Canopy USA, Canopy and Acreage wish to amend certain terms of the Arrangement Agreement, in accordance with Section 9.1 of the Arrangement Agreement, as provided in this Amendment. |
THEREFORE, in consideration of the mutual covenants contained herein (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
ARTICLE 1 INTERPRETATION
| 1.1 | Definitions |
Capitalized terms used but not defined in this Amendment have the meanings given to them in the Arrangement Agreement.
| 1.2 | Interpretation not Affected by Headings |
The division of this Amendment into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment. Unless the contrary intention appears, references in this Amendment to an Article, Section, subsection or paragraph or both refer to the Article, Section, subsection or paragraph, respectively, bearing that designation in this Amendment.
| 1.3 | Number and Gender |
In this Amendment, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender shall include all genders.
ARTICLE 2 AMENDMENTS
| 2.1 | Amendments to the Arrangement Agreement |
| (1) | The definition of “Exercise Outside Date” at Section 1.1 of the Arrangement Agreement is deleted, and replaced with the following: |
“Exercise Outside Date” means May 9, 2024 or such later date as may be agreed to in writing by the Parties.
| (2) | Section 4.7(3) of the Arrangement Agreement is hereby deleted in its entirety and replaced with the following: |
“(iii) Canopy shall forthwith, and in any event not later than 15 Business Days following the exchange of all Canopy Shares held by CBG and Greenstar into the Exchangeable Canopy Shares, exercise the Canopy Call Option.”
ARTICLE 3 GENERAL PROVISIONS
| 3.1 | Confirmation |
The Arrangement Agreement, as amended hereby, remains in full force and effect. Provisions of the Arrangement Agreement that have not been amended or terminated by this Amendment remain in full force and effect, unamended. All rights and liabilities that have accrued to any Party under the Arrangement Agreement up to the date of this Amendment remain unaffected by this Amendment.
| 3.2 | Arrangement Agreement Provisions |
The provisions of Article 9 of the Arrangement Agreement shall apply, mutatis mutandis, to this Amendment.
| 3.3 | Counterparts, Execution |
This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Amendment, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF Canopy USA, Canopy and Acreage have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
| CANOPY USA, LLC | |||
| By: | /s/ David Klein | ||
| Name: | David Klein | ||
| Title: | Authorized Signatory | ||
| CANOPY GROWTH CORPORATION | |||
| By: | /s/ Christelle Gedeon | ||
| Name: | Christelle Gedeon | ||
| Title: | Chief Legal Officer | ||
| ACREAGE HOLDINGS, INC. | |||
| By: | /s/ Dennis Curran | ||
| Name: | Dennis Curran | ||
| Title: | Chief Executive Officer | ||
[Signature Page to Amendment to Arrangement Agreement]