Canopy Growth Corp 8-K, filed Jan 2, 2024
Canopy Growth Corp (CGC)
About this 8-K
Canopy Growth Corp filed this 8-K on January 2, 2024, reporting on events of December 29, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 and October 31, 2023 (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 0.45 of a common share of Canopy Growth for each Floating Share held (the “Floating Share Arrangement”).
On December 29, 2023, the Company, Canopy USA and Acreage entered into a fifth 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 the Exercise Outside Date (as defined in the Floating Share Arrangement Agreement) from December 31, 2023 to March 31, 2024. The completion of the Floating Share Arrangement is subject to satisfaction or, if permitted, waiver of certain closing conditions, including, among others, completion of the Canopy Capital Reorganization (as defined in the Floating Share Arrangement Agreement) on or prior to the Exercise Outside Date. 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 | Fifth Amendment to Arrangement Agreement, dated December 29, 2023, 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: January 2, 2024
Exhibit 10.1
FIFTH AMENDMENT TO ARRANGEMENT AGREEMENT
THIS AMENDMENT is made as of December 29, 2023
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 and October 31, 2023; 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 March 31, 2024 or such later date as may be agreed to in writing by the Parties.
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]
2
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]