Canopy Growth Corp 8-K, filed Apr 6, 2023
Canopy Growth Corp (CGC)
About this 8-K
Canopy Growth Corp filed this 8-K on April 6, 2023, reporting on events of March 31, 2023.
Items reported
- Item 3.02: Unregistered sale of equity
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 3.02 | Unregistered Sales of Equity Securities. |
On March 31, 2023 (the “Execution Date”), Canopy Growth Corporation (the “Company”) entered into an agreement (the “Agreement”) to, among other things, purchase 45% of the common shares of Les Serres Vert Cannabis Inc. (the “Purchased Shares”) from Les Serres Stéphane Bertrand Inc., increasing its existing 55% common share holding of Les Serres Vert Cannabis Inc. to 100%. Pursuant to the terms of the Agreement, CAD $8,000,000 of the purchase price for the Purchased Shares is payable in common shares of the Company (the “Common Shares”) valued at the time the Common Shares are issued based on the volume-weighted average price of the Common Shares on the Toronto Stock Exchange (the “TSX”) for specified periods of time prior to the issuance of the Common Shares. The Common Shares will be issued at a future date based on certain factors as provided in the Agreement. Under the terms of the Agreement, if the Common Shares issuable pursuant to the Agreement were issued on the Execution Date, the Company would have issued 3,058,103 Common Shares, or 0.59% of the outstanding Common Shares on the Execution Date. However, depending upon the price of the Common Shares on the TSX at the time the Common Shares are issued under the Agreement, the number of Common Shares issuable could theoretically exceed 1% of the outstanding Common Shares at that time. The Common Shares were sold in reliance on the exemption from securities registration in Section 4(a)(2) under the Securities Act of 1933, as amended.
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 6, 2023