6-K
Aurora Cannabis Inc (ACB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File No. 001-38691
AURORA CANNABIS INC.
(Translation of registrant’s name into English)
2207 90B St. SW
Edmonton, Alberta T6X 1V8
Canada
(Address ofprincipal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F ☐ Form 40-F ☒
INCORPORATION BY REFERENCE
Each of Exhibit 99.1 and 99.2 to this Form 6-K are hereby filed and incorporated by reference into the registrant’s Registration Statement on Form F-10 (File No. 333-284958) and on Form S-8 (File No. 333-282253).
SUBMITTED HEREWITH
| Exhibits | Description |
|---|---|
| 99.1 | Material Change Report |
| 99.2 | Material Change Report |
SIGNATURE
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, thereunto duly authorized.
| AURORA CANNABIS INC. |
|---|
| /s/ Miguel Martin |
| Miguel Martin |
| Chief Executive Officer |
| Date: February 12, 2026 |
EX-99.1
Exhibit 99.1
Form 51-102F3
MATERIAL CHANGE
REPORT
| Item 1. | Name and Address of Company |
|---|
Aurora Cannabis Inc. (“Aurora” or the “Company”)
2207-90b Street SW
Edmonton, Alberta
T6X 1V8
| Item 2. | Date of Material Change |
|---|
February 3, 2026
| Item 3. | News Release |
|---|
A news release announcing the material change referred to in this report was disseminated on February 4, 2026 and filed on SEDAR+ at www.sedarplus.ca under Aurora’s profile on the same date.
| Item 4. | Summary of Material Change |
|---|
On February 3, 2026, Aurora and its wholly owned subsidiary entered into a definitive agreement (the “Bevo Agreement”) with Bevo Agtech Inc. (“Bevo Agtech”) and Bevo Farms Ltd. (“Bevo Farms”) pursuant to which, among other things, Aurora agreed to exchange all of its common shares of Bevo Agtech for preferred shares (the “BevoPreferred Shares”) of Bevo Agtech (the “Bevo Transaction”).
| Item 5. | Full Description of Material Change |
|---|
On February 3, 2026, Aurora and its wholly owned subsidiary entered into the Bevo Agreement. The closing of the Bevo Transaction remains subject to certain conditions, including Bevo Agtech shareholder approval and the consent of Bevo Farms’ lender.
As holder of the Bevo Preferred Shares, Aurora will, among other things, be entitled to an annual 5% dividend on the value of the Bevo Preferred Shares and distributions of 30% of eligible Bevo Agtech cashflow (which will increase to 40% following the 15-year anniversary of closing of the Bevo Transaction), which cashflow will first be paid to satisfy any unpaid dividend entitlements on the Bevo Preferred Shares and then be used to redeem the outstanding Bevo Preferred Shares, and 30% of proceeds on a Bevo Agtech liquidation event, including any sale of Bevo Agtech. The remaining eligible Bevo Agtech cash flow and the proceeds on a liquidation event will be distributed to the holders of the common shares of Bevo Agtech. Aurora will also have certain customary preferred shareholder protections such as veto rights on the creation or issuance of shares ranking equal to or senior to the Bevo Preferred Shares. Upon the closing of the Bevo Transaction, the Aurora-nominated directors will resign from the board of Bevo Agtech and its subsidiaries, and Aurora will no longer have any right to appoint directors. Aurora will retain its entitlement to the earnouts of up to $25 million and $15 million related to the Aurora Sky facility in Edmonton, Alberta and Aurora Sun facility in Medicine Hat, Alberta, respectively, both of which are payable upon Bevo Farms successfully achieving certain financial milestones. As a result of the Bevo Transaction, the assets and liabilities of Bevo Agtech will be classified as held-for-sale and remeasured at the lower of their carrying amount and fair value. Any impairment losses which may be recognized upon initial classification as held-for-sale and subsequent gains and losses on re-measurement will be recognized in the consolidated statements of income (loss) and comprehensive income (loss), and the financial results of Bevo, including comparative periods, will be restated and presented as a discontinued operation, separate from continuing operations. The financial results of Bevo Agtech will no longer be consolidated in Aurora’s financial statements subsequent to the closing of the Bevo Transaction. In addition, on closing of the Bevo Transaction, Aurora will transfer the shareholder loans owing to Aurora by Bevo Farms in exchange for $5.5 million in cash.
| Item 5.2. | Disclosure for Restructuring Transactions |
|---|
Not applicable.
| Item 6. | Reliance on subsection 7.1(2) or (3) of National Instrument51-102 |
|---|
Not applicable.
| Item 7. | Omitted Information |
|---|
Not applicable.
| Item 8. | Executive Officer |
|---|
Further information regarding the matters described in this report may be obtained from Nathalie Clark, Executive Vice President, General Counsel & Corporate Secretary who is knowledgeable about the details of the matters described in this material change report and may be contacted at nathalie.clark@auroramj.com.
| Item 9. | Date of Report |
|---|
February 11, 2026
2
EX-99.2
Exhibit 99.2
Form 51-102F3
MATERIAL CHANGE
REPORT
| Item 1. | Name and Address of Company |
|---|
Aurora Cannabis Inc. (“Aurora” or the “Company”)
2207-90b Street SW
Edmonton, Alberta
T6X 1V8
| Item 2. | Date of Material Change |
|---|
February 4, 2026
| Item 3. | News Release |
|---|
A news release announcing the material change referred to in this report was disseminated on February 4, 2026 and filed on SEDAR+ at www.sedarplus.ca under Aurora’s profile on the same date.
| Item 4. | Summary of Material Change |
|---|
On February 4, 2026, Aurora entered into an arm’s-length Sales Agreement (the “SalesAgreement”), with TD Securities (USA) LLC (the “Agent”), setting out the terms and conditions whereby the Company may from time to time issue and sell up to an aggregate amount of US$100,000,000 of common shares (the “ATM Shares”) in the United States through or to the Agent (collectively, the “ATM Offering”).
| Item 5. | Full Description of Material Change |
|---|
On February 4, 2026, Aurora and the Agent entered into the Sales Agreement in respect of the ATM Offering. The Company intends to use the net proceeds from the ATM Offering for strategic and accretive purposes only, including for increased cultivation capacity and M&A.
Any sales of ATM Shares under the ATM Offering will be made through “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions and sold through the Nasdaq Capital Market or another marketplace in the United States at the prevailing market price at the time of sale. Sales may also be made in privately negotiated transactions. No sales will be made through a stock exchange or stock market in Canada. Distributions of the ATM Shares through the ATM Offering will be made pursuant to the terms of the Sales Agreement.
A prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated February 14, 2025 (the “Base Shelf Prospectus”) has been filed with the securities commissions or securities regulatory authorities in each of the provinces of Canada, except Quebec, and with the U.S. Securities and Exchange Commission as part of the Company’s registration statement on Form F-10 (the “Registration Statement”) under the U.S./Canada Multijurisdictional Disclosure System. The Prospectus Supplement, the Base Shelf Prospectus and the Registration Statement contain important detailed information about the Company and the ATM Offering.
| Item 5.2. | Disclosure for Restructuring Transactions |
|---|
Not applicable.
| Item 6. | Reliance on subsection 7.1(2) or (3) of National Instrument51-102 |
|---|
Not applicable.
| Item 7. | Omitted Information |
|---|
Not applicable.
| Item 8. | Executive Officer |
|---|
Further information regarding the matters described in this report may be obtained from Nathalie Clark, Executive Vice President, General Counsel & Corporate Secretary who is knowledgeable about the details of the matters described in this material change report and may be contacted at nathalie.clark@auroramj.com.
| Item 9. | Date of Report |
|---|
February 11, 2026
2