6-K - AYRWF - Equibles

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2022.

Commission File Number: 333-253466

AyrWellness Inc.

(Exact Name of Registrant as Specified in Charter)

199Bay Street, Suite 5300, Toronto, Ontario, M5L 1B9, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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.

		AYR WELLNESS INC.
		(Registrant)
Date:	August 12, 2022	By:	/s/ Brad Asher
		Name:	Brad Asher
		Title:	Chief Financial Officer

EXHIBIT INDEX

99.1	News Release dated August 11, 2022
99.2	News Release dated August 11, 2022

Exhibit 99.1

Ayr WellnessCelebrates Milestone in Florida with the Opening of its50^th^ Retail Store in the State

**MIAMI,**August 11, 2022 - Ayr Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“Ayr” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, announces the opening of its 50^th^ Florida dispensary, located in Jacksonville.

“Since acquiring Liberty Health Sciences in 2021, we have rapidly expanded our footprint in Florida, adding an additional 19 retail stores in prime locations,” said Jonathan Sandelman, Founder and CEO of Ayr. “We’re proud to deliver on our mission of making high-quality cannabis more accessible to Florida patients by serving 50 local communities throughout the state, with more to come. We’ve invested heavily in the state of Florida because we believe it will be one of the largest cannabis markets in the country, and we’re excited with the progress that our team has made.”

The 50^th^ store spans 4,500+ sq. ft. of retail space and reflects the elevated retail design showcased at the two recently opened AYR adult use dispensaries in Greater Boston and representing the future of the Company’s presence in Florida.

The store is located at 8050-1 Philips Highway, conveniently situated southeast of Downtown Jacksonville, minutes from the St. John’s River. Between this newest Jacksonville store and the already operating Jacksonville Beaches store, located just off the beach on A1A at 1222 3^rd^ St., Ayr can now strategically serve Northeast Florida patients, with easy access to Jacksonville, Jacksonville Beaches, University of North Florida and St. John’s Town Center.

“Opening our 50^th^ retail location in Florida is a milestone to celebrate how far Ayr has come in the market, not only with our fresh approach to retail expansion and design, but with our wide variety of product offerings,” said Rhonda Kratz, who leads retail at Ayr. “All 50 of our Florida stores feature Ayr’s full line of concentrates, edibles, vapes, and an evolving selection of high-quality flower , with an evolving omnichannel consumer experience which includes proprietary digital ecosystems, e-commerce, merchandise, and retail stores.”

Following the acquisition of Florida-based Liberty Health Sciences in February 2021, Ayr relocated its U.S. headquarters from New York City to Miami, underscoring the Company’s commitment to the region. Since the acquisition, Ayr has expanded its retail footprint by more than 60% and has introduced its full suite of national brands and products to its dispensaries statewide. Today, Ayr Wellness proudly employs more than 680 people across the state of Florida between corporate, retail and field positions.

Florida has more than 740,000 patients enrolled in its medical marijuana program as of August 5, 2022, per Florida OMMU. Florida’s cannabis market ranks fourth in the nation by total legal cannabis sales, per BDSA, and generated over $1.8 billion in medical cannabis revenue in 2021. BDSA expects Florida’s legal cannabis market to generate $3.4 billion per year by 2026.

For more information about Ayr Wellness or to locate your nearest dispensary, please visit https://ayrwellness.com.

Forward-LookingStatements

Certain information contained in this news release may be forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “target”, “expect”, “anticipate”, “believe”, “foresee”, “could”, “would”, “estimate”, “goal”, “outlook”, “intend”, “plan”, “seek”, “will”, “may”, “tracking”, “pacing” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, Ayr’s future growth plans. Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: anticipated strategic, operational and competitive benefits may not be realized; events or series of events, including in connection with COVID-19, may cause business interruptions; required regulatory approvals may not be obtained; laws or the interpretation, administration or enforcement thereof may change; differing regulatory requirements across states may prevent Ayr from achieving economies of scale; favorable locations may be restricted or difficult to obtain; acquisitions may not be able to be completed on satisfactory terms or at all, or if completed may not be successful; the enforcement of contracts may be restricted; scientific research regarding cannabis is still in its early stages and is subject to change as further research is completed; the inherent risks of an agricultural business; cyber-security, transportation, recall, product liability and litigation related risks; and Ayr may not be able to raise additional debt or equity capital if required. Among other things, Ayr has assumed that its businesses will operate as anticipated, that it will be able to complete acquisitions and acquire desirable retail sites on reasonable terms, and that all required regulatory approvals will be obtained on satisfactory terms and within expected time frames.

Estimates and assumptions involve known and unknown risks and uncertainties that may cause actual results to differ materially. While Ayr believes there is a reasonable basis for these assumptions, such estimates may not be met. These estimates represent forward-looking information. Actual results may vary and differ materially from the estimates.

About Ayr WellnessInc.

Ayr is an expanding vertically integrated, U.S. multi-state cannabis operator. Based on the belief that everything starts with the quality of the plant, the Company’s mission is to cultivate the finest quality cannabis at scale and deliver remarkable experiences to its customers every day.

Ayr’s leadership team brings proven expertise in growing successful businesses through disciplined operational and financial management, and is committed to driving positive impact for customers, employees and the communities they serve. For more information, please visit www.ayrwellness.com.

Company/Media Contact:

Robert Vanisko

VP, Corporate Communications

Email: robert.vanisko@ayrwellness.com

Investor RelationsContact:

Sean Mansouri, CFA

Elevate IR

T: (720) 330-2829

Email: IR@ayrwellness.com

Exhibit 99.2

Ayr Wellness ReceivesKey Massachusetts Regulatory Approval for Adult-Use Sales in Somerville, Subject to Municipal Approval; Ayr Announces Approval for Phase1 of Milford Cultivation Expansion

MIAMI, August 11,2022 - Ayr Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“Ayr” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, announced that the Massachusetts Cannabis Control Commission (“CCC” or the “Commission”) has granted a final license for adult-use cannabis at its Sira Naturals dispensary in Somerville. The Company also received approval to open the first phase of its cultivation expansion in Milford, Massachusetts. The CCC voted to approve both measures during its meeting on August 11, 2022.

“Ayr continues to make substantial progress in Massachusetts, where we’ve already opened two new adult-use dispensaries this summer, in Boston’s Back Bay and Watertown. Now, with approval to add adult-use to our long-standing Somerville medical dispensary, we anticipate having three adult-use stores in premier locations throughout Greater Boston, once local municipal conditions are met” said Jonathan Sandelman, Founder and CEO of Ayr. “Ayr has made serving as a Force for Good a priority throughout the Massachusetts area, and our team looks forward to furthering this commitment and continuing to enact positive change in Somerville.”

“At our Milford cultivation campus, we are using a phased approach to operationalizing our expansion,” he continued. “This approach allows Ayr to support its new adult-use stores with additional high-quality flower options, as well as serving the broader wholesale market with its unique branded offerings.”

Sira Naturals executed a Host Community Agreement (“HCA”) with the City of Somerville in November 2020, shortly after The Company executed two additional HCAs in the Greater Boston area in October 2020 for retail locations in Back Bay and the City of Watertown. The addition of adult-use in Somerville is subject to the simultaneous opening of an Economic Empowerment licensed dispensary in Somerville, per local regulation.

Massachusetts’ legal cannabis market ranks 7^th^ in the nation by total sales, per BDSA, and generated a total $1.6 billion in revenue in 2021. BDSA expects the Massachusetts legal cannabis market to generate $2.3 billion per year by 2026.

Forward-Looking Statements

Certain information contained in this news release may be forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “target”, “expect”, “anticipate”, “believe”, “foresee”, “could”, “would”, “estimate”, “goal”, “outlook”, “intend”, “plan”, “seek”, “will”, “may”, “tracking”, “pacing” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, Ayr’s future growth plans. Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: anticipated strategic, operational and competitive benefits may not be realized; events or series of events, including in connection with COVID-19, may cause business interruptions; required regulatory approvals may not be obtained in a timely manner or at all; inflationary pressures may increase input costs; supply chain issues may hamper production and distribution; scientific research regarding cannabis is still in its early stages and is subject to change as further research is completed; state laws may restrict or prevent inter-state commerce in cannabis products; acquisitions may not be able to be completed on satisfactory terms or at all; and Ayr may not be able to raise needed additional debt or equity capital. Among other things, Ayr has assumed that its businesses will operate as anticipated, that it will be able to complete acquisitions on reasonable terms, and that all required regulatory approvals will be obtained on satisfactory terms and within expected time frames. Forward-looking estimates and assumptions involve known and unknown risks and uncertainties that may cause actual results to differ materially. While Ayr believes there is a reasonable basis for these assumptions, such estimates may not be met. These estimates represent forward-looking information. Actual results may vary and differ materially from the estimates.

About Ayr Wellness Inc.