Canopy Growth Corp 8-K, filed Jul 22, 2022
Canopy Growth Corp (CGC)
About this 8-K
Canopy Growth Corp filed this 8-K on July 22, 2022, reporting on events of July 18, 2022.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
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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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).
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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 |
The information set forth under Item 8.01 is incorporated into this Item 3.02 by reference.
The Exchanges (as defined below) were conducted as private placements, and the common shares issued in the Exchanges were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act in transactions not involving any public offering. On or about June 30, 2022, an aggregate of 35,662,420 common shares were issued in the Exchanges. On or about July 18, 2022, an aggregate of 41,141,992 additional common shares were issued in the Exchanges.
| Item 8.01 | Other Events. |
On or about June 29, 2022, Canopy Growth Corporation (the “Company,” “we” or “us”) entered into separate, privately negotiated exchange agreements with a limited number of holders of its 4.25% convertible senior notes due 2023 (the “Notes”) to exchange (collectively, the “Exchanges”) approximately C$262.6 million principal amount of Notes for consideration consisting of an aggregate of approximately C$5.4 million in cash and a number of the Company’s common shares to be determined over a ten consecutive trading day period beginning on, and including, June 30, 2022. On or about June 30, 2022, an aggregate of 35,662,420 common shares were issued in the Exchanges. On or about July 18, 2022, an aggregate of 41,141,992 additional common shares were issued in the Exchanges.
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: July 22, 2022