6-K
Curaleaf Holdings, Inc. (CURLF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2020.
Commission File Number: 333-249081
CURALEAFHOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
666 Burrard Street, Suite 1700, Vancouver, British Columbia V6C 2X8
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.
| CURALEAFHOLDINGS, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| Date: | November 12, 2020 | By: | /s/ Michael Carlotti |
| Name: | Michael Carlotti | ||
| Title: | Chief<br>Financial Officer |
EXHIBIT INDEX
Exhibit 99.1
FORM 7
MONTHLY PROGRESS REPORT
Name of Listed Issuer: Curaleaf Holdings, Inc. (the “Issuer” or “Curaleaf”).
Trading Symbol: CURA
Number of Outstanding Listed Securities: 565,581,775 Subordinate Voting Shares
Date: November 8, 2020
This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month. This report is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by Exchange Policies. If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the Exchange website.
This report is intended to keep investors and the market informed of the Issuer’s ongoing business and management activities that occurred during the preceding month. Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the Policies. The discussion in this report must be factual, balanced and non-promotional.
General Instructions
| (a) | Prepare this Monthly Progress Report using the format set out below. The sequence of questions<br>must not be altered nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State<br>when the answer to any item is negative or not applicable to the Issuer. The title to each item must precede the answer. |
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| (b) | The term “Issuer” includes the Issuer and any of its subsidiaries. |
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| (c) | Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions. |
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Report on Business
| 1. | Provide a general overview and discussion of the development of the Issuer’s business and<br>operations over the previous month. Where the Issuer was inactive disclose this fact. |
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General
Curaleaf Holdings, Inc.(“Curaleaf” or the “Company”) operates as a life science company developing full scale cannabis operations,with core competencies in cultivation, manufacturing, dispensing and medical cannabis research. Curaleaf is a leading verticallyintegrated medical and wellness cannabis operator in the United States. Headquartered in Wakefield, Massachusetts, the Companyhas operations in 23 states including operating 95 dispensaries, 22 cultivation sites and 30 processing sites with a focus on highlypopulated, limited license states, including New York, New Jersey, Florida and Massachusetts. The Company leverages its extensiveresearch and development capabilities to distribute cannabis products with the highest standard for safety, effectiveness, consistentquality and customer care. The Company is committed to leading the industry in education and advancement through research and advocacy.The Company markets to medical and adult-use customers through brand strategies intended to build trust and loyalty.
Recent developments regardingthe Issuer’s business and operations
On October 5, 2020, Curaleafannounced its Select brand had expanded into Ohio.
Please see the Issuer’spress release dated October 5, 2020 filed on the Issuer’s website for more information.
On October 6, 2020, Curaleafannounced a multi-faceted, month-long fundraising initiative to raise awareness for breast cancer.
Please see the Issuer’spress release dated October 6, 2020 filed on the Issuer’s website for more information.
On October 8, 2020, Curaleafannounced it had received unanimous approval for the acquisition of Alternative Therapies Group from the Massachusetts CannabisControl Commission.
Please see the Issuer’spress release dated October 8, 2020 filed on the Issuer’s website for more information.
On October 9, 2020, Curaleafannounced it was expanding its product line featuring fast acting nanoemulsion technology with NANO Drops.
Please see the Issuer’spress release dated October 9, 2020 filed on the Issuer’s website for more information.
On October 12, 2020, Curaleafannounced new branding for all its Connecticut dispensary locations.
Please see the Issuer’spress release dated October 12, 2020 filed on the Issuer’s website for more information.
On October 14, 2020, Curaleafannounced the opening of two new dispensaries in Pensacola, Florida and Panama City, Florida.
Please see the Issuer’spress release dated October 14, 2020 filed on the Issuer’s website for more information.
On October 15, 2020, Curaleafannounced the debut of flavorful live blends vape cartridges in Florida.
Please see the Issuer’spress release dated October 15, 2020 filed on the Issuer’s website for more information.
On October 29, 2020, Curaleafannounced its Select brand had expanded into Illinois.
Please see the Issuer’spress release dated October 29, 2020 filed on the Issuer’s website for more information.
| 2. | Provide a general overview and discussion of the activities of management. |
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Boris Jordan, Executive Chairman, participated inthe Benzinga Virtual Cannabis Capital Conference on October 15, 2020.
Joseph F. Lusardi, Chief Executive Officer, and MitchKahn, Board Member, participated in the Burns & Levinson 4^th^ Annual State of Cannabis industry Conference onOctober 29, 2020.
Joseph D. Bayern, President, and Jason White, ChiefMarketing Officer, participated in the Growth at Home event that aired virtually on October 28, 2020.
| 3. | Describe and provide details of any new products or services developed or offered. For resource<br>companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach<br>any mineral or oil and gas or other reports required under Ontario securities law. |
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On October 15, 2020, Curaleafannounced the debut of flavorful live blends vape cartridges in Florida.
Please see the Issuer’spress release dated October 15, 2020 filed on the Issuer’s website for more information.
| 4. | Describe and provide details of any products or services that were discontinued. For resource companies,<br>provide details of any drilling, exploration or production programs that have been amended or abandoned. |
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N/A
| 5. | Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates<br>or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State<br>whether the relationship is with a Related Person of the Issuer and provide details of the relationship. |
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In the month of October, Curaleafannounced continued expansion of its Select brand into the states of Ohio and Illinois.
Please see Issuer’s pressreleases dated October 5 and 29, 2020 filed on the Issuer’s website for more information.
| 6. | Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s<br>affiliates or third parties or cancellation of any financing arrangements that have been previously announced. |
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N/A
| 7. | Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred<br>during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration<br>paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined<br>and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship. |
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N/A
| 8. | Describe the acquisition of new customers or loss of customers. |
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Pleasesee Item 1 above for information on new dispensary openings.
| 9. | Describe any new developments or effects on intangible products such as brand names, circulation<br>lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks. |
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Curaleaf has received trademarkregistration of the following word mark with the noted jurisdiction:
| Word Mark | Class | Jurisdiction | Registration Number |
|---|---|---|---|
| S SELECT | 5 | Mexico | 2182019 |
| 10. | Report on any employee hirings, terminations or lay-offs with details of anticipated length of<br>lay-offs. | ||
| --- | --- |
Issuer has a total of 3,494employees, which includes 241 new hires and 135 terminations in the month of October.
| 11. | Report on any labour disputes and resolutions of those disputes if applicable. |
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N/A
| 12. | Describe and provide details of legal proceedings to which the Issuer became a party, including<br>the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount<br>claimed, if any, if the proceedings are being contested, and the present status of the proceedings. |
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Curaleaf may become threatenedby a party, or otherwise become party to litigation from time to time in the ordinary course of business which could adverselyaffect its business. Among other disputes, Curaleaf (1) is defending against claims in arbitration relating primarily to alock-up agreement that the former minority shareholders of Curaleaf’s Connecticut operations signed in connection with theirreceipt of Subordinate Voting Shares of the Issuer in exchange for their minority interest; (2) is defending against purportedsecurities class actions alleging similar claims based on the FDA’s July 22, 2019 warning letter to Curaleaf and thepromotion of Curaleaf’s CBD products; and (3) defending against purported class actions alleging, among other things,claims of mislabeling and fraud.
Connecticut
As reported on the Form 7 filed with the CSEon February 24, 2020, the former holders of a minority interest in the Company’s Connecticut subsidiary (the “Holders”)filed claims in arbitration, including for fraudulent inducement and breach of contract, relating primarily to a lock-up agreementthat the Holders signed in connection with a Stipulation of Settlement entered into in connection with the purchase of their interestin the Connecticut subsidiary in October 2018. In October 2020, the Company agreed with the Holders to an arbitrationschedule in which the hearing on these claims will be held in January 2022. The Company intends to vigorouslydefend against these claims.
FDA
No update since last reporting of this item on Form 7filed with the CSE on April 9, 2020.
| 13. | Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of<br>such indebtedness. |
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Please see Item 15 of this Form 7
| 14. | Provide details of any securities issued and options or warrants granted | ||
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| Security | Number Issued | Details of Issuance | Use of Proceeds^(1)^ |
| --- | --- | --- | --- |
| Subordinate Voting Shares | 62,000 | Shares issued in connection with option exercises | The proceeds from payment of the option exercise price will be used for general working capital purposes. |
| Subordinate Voting Shares | 410,084 | Shares issued in connection with executive compensation | N/A |
| (1) | State aggregate proceeds and intended allocation of proceeds. | ||
| --- | --- | ||
| 15. | Provide details of any loans to or by Related Persons. | ||
| --- | --- |
Curaleaf, Inc.,a wholly owned subsidiary of the Issuer, issued a Promissory Note for $10 million in favor of Baldwin Holdings, LLC, of whichJoseph F. Lusardi (CEO of the Isuer) is a member, in lieu of certain contingent cash payments. Please see the Issuer’sForm 10 filed with the CSE on November 8, 2020 for more information.
| 16. | Provide details of any changes in directors, officers or committee members. |
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N/A
| 17. | Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s<br>market(s) or political/regulatory trends. |
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Adverse publicity reports orother media attention regarding the safety, efficacy and quality of marijuana in general, or associating the consumption of adult-useand medical marijuana with illness or other negative effects or events, could have such a material adverse effect. There is noassurance that such adverse publicity reports or other media attention will not arise. A negative shift in the public's perceptionof cannabis, including vaping or other forms of cannabis administration, in the U.S. or any other applicable jurisdiction couldcause State jurisdictions to abandon initiatives or proposals to legalize medical and/or adult-use cannabis, thereby limiting thenumber of new State jurisdictions into which Curaleaf could expand. Recent medical alerts by the CDC and future bans on the saleof vaping products in the locations we serve, and recent state health agencies’ approaches to vaping related illness andother issues directly related to cannabis consumption could potentially create an inability to fully implement Curaleaf's expansionstrategy and may have a material adverse effect on Curaleaf's business, results of operations or prospects.
COVID-19
The novel coronavirus commonlyreferred to as "COVID-19" was identified in December 2019 in Wuhan, China. On January 30, 2020, the World HealthOrganization declared the outbreak a global health emergency, and on March 11, 2020, the spread of COVID-19 was declared apandemic by the World Health Organization. On March 13, 2020, the spread of COVID-19 was declared a national emergency byPresident Donald Trump. The outbreak has spread throughout Europe, the Middle East and North America, causing companies and variousinternational jurisdictions to impose restrictions such as quarantines, business closures and travel restrictions. While theseeffects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannotbe reasonably estimated at this time. The rapid development of the COVID-19 pandemic and the measures being taken by governmentsand private parties to respond to it are extremely fluid. While the Company has continuously sought to assess the potential impactof the pandemic on its financial and operating results, any assessment is subject to extreme uncertainty as to probability, severityand duration of the pandemic as reflected by infection rates at local, state, and regional levels. The Company has attempted toassess the impact of the pandemic by identifying risks in the following principle areas:
• Mandatory Closures. Inresponse to the pandemic, many states and localities implemented mandatory closures of, or limitations to, businesses to preventthe spread of COVID-19; this impacted the Company’s operations. Subsequently, the Company’s business was deemed an "essential service," permitting us to stay open despite the mandatory closure of non-essential businesses. More recently,the mandatory closures that impacted the Company’s operations were lifted and the Company resumed full operations, albeitsubject to various COVID-19 related precautions. The Company’s ability to generate revenue would be materially impacted byany future shut down of its operations.
• Customer Impact. Whilethe Company has not experienced an overall downturn in demand for its products in connection with the pandemic, if its customersbecome ill with COVID-19, are forced to quarantine, decide to self-quarantine or not to visit its stores or distribution pointsto observe "social distancing" it may have material negative impact on demand for its products while the pandemic continues.While the Company has implemented measures, where permitted, such as "curb side" sales and delivery, to reduce infectionrisk to our customers, regulators may not permit such measures, or such measures may not prevent a reduction in demand.
• Supply Chain Disruption.The Company relies on third party suppliers for equipment and services to produce its products and keep its operations going. Ifits suppliers are unable to continue operating due to mandatory closures or other effects of the pandemic, it may negatively impactits own ability to continue operating. At this time, the Company has not experienced any failure to secure critical supplies orservices. However, disruptions in our supply chain may affect our ability to continue certain aspects of the Company’s operationsor may significantly increase the cost of operating its business and significantly reduce its margins.
• Staffing Disruption.The Company is, for the time being, implementing among its staff where feasible "social distancing" measures recommendedby such bodies as the Center of Disease Control, the Presidential Administration, as well as state and local governments. The Companyhas cancelled non-essential travel by employees, implemented remote meetings where possible, and permitted all staff who can workremotely to do so. For those whose duties require them to work on-site, measures have been implemented to reduce infection risk,such as reducing contact with customers, mandating additional cleaning of workspaces and hand disinfection, providing masks andgloves to certain personnel. Nevertheless, despite such measures, the Company may find it difficult to ensure that its operationsremain staffed due to employees falling ill with COVID-19, becoming subject to quarantine, or deciding not to come to come to workon their own volition to avoid infection. At certain locations, the Company has experienced increased absenteeism due to the pandemic.If such absenteeism increases, the Company may not be able, including through replacement and temporary staff, to continue to operatein some or all locations.
• Regulatory Backlog. Regulatoryauthorities, including those that oversee the cannabis industry on the state level, are heavily occupied with their response tothe pandemic. These regulators as well as other executive and legislative bodies in the states in which we operate may not be ableto provide the level of support and attention to day-to-day regulatory functions as well as to needed regulatory development andreform that they would otherwise have provided. Such regulatory backlog may materially hinder the development of the Company’sbusiness by delaying such activities as product launches, facility openings and approval of business acquisitions, thus materiallyimpeding development of its business. The Company is actively addressing the risk to business continuity represented by each ofthe above factors through the implementation of a broad range of measures throughout its structure and is reassessing its responseto the COVID-19 pandemic on an ongoing basis. The above risks individually or collectively may have a material impact on the Company’sability to generate revenue. Implementing measures to remediate the risks identified above may materially increase our costs ofdoing business, reduce our margins and potentially result in losses. While the Company is not currently in financial distress,if the Company’s financial situation materially deteriorates as a result of the impact of the pandemic, the Company couldeventually be unable to meet its obligations to third parties, including observing financial covenants under the Facility, whichin turn could lead to insolvency and bankruptcy of the Company.
This document contains forward-lookingstatements and forward-looking information within the meaning of applicable securities laws. These statements relate to futureevents or future performance. All statements other than statements of historical fact may be forward-looking statements or information.Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", " or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions,events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news releasecontains forward-looking statements and information concerning (i) the Issuer’s current litigation and arbitration proceedings,(ii) the potential impacts of adverse publicity reports or other media attention regarding the safety, efficacy and qualityof marijuana in general, or associating the consumption of adult-use and medical marijuana and (iii) the potential impactsof the COVID-19 pandemic on the Issuer’s business and operations. Such forward-looking statements and information reflectmanagement's current beliefs and are based on assumptions made by and information currently available to the company with respectto the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on currentexpectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual resultsto differ materially from those expressed or implied by such statements. Additional information about these assumptions and risksand uncertainties is contained under "Risk Factors and Uncertainties" in the Company's Annual Information Form filedon September 25, 2020, which is available under the Company's SEDAR profile at www.sedar.com, and in other filings that theCompany has made and may make with applicable securities authorities in the future. Forward-looking statements contained hereinare made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statementswhether as a result of new information, future events or otherwise, except as required by law. We caution investors not to placeconsiderable reliance on the forward-looking statements contained in this press release.
[signature page follows]
Certificate of Compliance
The undersigned hereby certifies that:
| 1. | The undersigned is a director and/or senior officer of the Issuer and has been duly authorized<br>by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance. |
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| 2. | As of the date hereof there is no material information concerning the Issuer which has not been<br>publicly disclosed. |
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| 3. | The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements<br>of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as<br>defined in CNSX Policy 1). |
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| 4. | All of the information in this Form 7 Monthly Progress Report is true. |
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Dated November 8, 2020.
| Michael Carlotti | ||
|---|---|---|
| Name of Director or Senior Officer | ||
| /s/ Michael Carlotti | ||
| Signature | ||
| Chief Financial Officer | ||
| Official Capacity | ||
| Issuer Details<br><br> <br>Name of Issuer<br><br> <br><br><br> <br>Curaleaf Holdings, Inc. | For Month Ended<br><br> <br>October 31, 2020 | Date of Report<br><br> <br>YY/MM/D<br><br> <br>November 8, 2020 |
| --- | --- | --- |
| Issuer Address<br><br> <br>301 Edgewater Place #405 | ||
| City/Province/Postal Code<br><br> <br><br><br> <br>Wakefield, MA 01880 USA | Issuer Fax No.<br><br> <br>( ) | Issuer Telephone No.<br><br> <br>(781) 451-0150 |
| Contact Name<br><br> <br>Dan Foley | Contact Position<br><br> <br>Vice President of Investor Relations | Contact Telephone No.<br><br> <br>(781) 451-0150 |
| Contact Email Address<br><br> <br>[email protected] | Web Site Address<br><br> <br>www.curaleaf.com |
Exhibit 99.2
FORM 10
NOTICE OF PROPOSED SIGNIFICANT TRANSACTION (not involving an issuance or potential issuance of a listed security)^1^
| Name<br> of Listed Issuer: | Curaleaf<br> Holdings, Inc. | (the<br> “Issuer”). |
|---|---|---|
| Trading<br> Symbol: | CURA | |
| --- | --- | |
| Issued<br> and Outstanding Securities of the Issuer Prior to Transaction: | 564,890,062 | |
| --- | --- | |
| Date<br> of News Release Fully Disclosing the Transaction: | N/A | |
| --- | --- | |
| 1. | Transaction | |
| --- | --- | |
| 1. | Provide<br> details of the transaction including the date, description and location of assets, if<br> applicable, parties to and type of agreement (eg: sale, option, license, contract for<br> Investor Relations Activities etc.) and relationship to the Issuer. The disclosure should<br> be sufficiently complete to enable a reader to appreciate the significance of the transaction<br> without reference to any other material: In March 2018, Curaleaf, Inc. acquired a<br> 50% stake, plus one share, in Curaleaf Massachusetts, Inc. (“Curaleaf MA”),<br> for a consideration of US$36,000 in cash and US$3.51 million of debt settlement, in accordance<br> with a plan of conversion of Curaleaf MA's predecessor, Mass Organic Therapy, Inc., to<br> a for-profit entity. PT Mass Holdings, LLC, of which Joseph F. Lusardi is a member, acquired<br> the remaining shares of Curaleaf MA at the time of conversion for a consideration of<br> US$35,500. In August 2018, Curaleaf, Inc. agreed to acquire PT Mass Holdings, LLC's stake<br> in Curaleaf MA for US$46.2 million, of which US$28.2 million was satisfied by the issuance<br> of 3,212,337 Subordinate Voting Shares of the Issuer and US$18 million in contingent<br> cash payments based on Curaleaf MA satisfying certain milestones. Those milestones have<br> been satisfied. Mr. Lusardi and the other member of PT Mass Holdings, LLC have agreed<br> to, in lieu of a cash payment, convert US$10 million of the contingent cash payments<br> into a promissory note, on terms substantially similar as those of the Company’s<br> senior secured term loan facility bearing interest at a rate of 13.0% per annum, payable<br> quarterly in arrears, entered into pursuant to a financing agreement by and between Curaleaf,<br> Inc., as borrower, the Issuer, as parent, certain subsidiaries of Curaleaf Inc., as guarantors,<br> the lenders party thereto and GLAS Trust Company, LLC, as agent (the “Senior Term<br> Loan Facility”). Contrary to the collateral package under the Senior Term Loan<br> Facility, the promissory note issued is secured by a security interest on the assets<br> comprising the dispensaries of the Issuer located in Stamford, CT and Hartford CT, formerly<br> operating under the name “Arrow Alternative Care & Herbology”. | |
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^1^ If the transaction involved the issuance of securities, other than debt securities that are not convertible into listed securities, use Form 9.
FORM 10 - NOTICE OF PROPOSED
SIGNIFICANT TRANSACTION
January2015
Page 1
| 2. | Provide<br> the following information in relation to the total consideration for the transaction<br> (including details of all cash, non-convertible debt securities or other consideration)<br> and any required work commitments: | |
|---|---|---|
| (a) | Total<br> aggregate consideration in Canadian dollars: CAD | $13,120,000^2^ |
| --- | --- | --- |
| (b) | Cash: | |
| --- | --- | |
| (c) | Other: | CAD$13,120,000^2^principal amount under a promissory note |
| --- | --- | --- |
| (d) | Work<br> commitments: | N/A |
| --- | --- | --- |
| 3. | State<br> how the purchase or sale price and the terms of any agreement were determined (e.g. arm’s-length<br> negotiation, independent committee of the Board, third party valuation etc). Arm’s-length<br> negotiation. Despite the fact that the promissory note involves a Related Person, being<br> Mr. Joseph F. Lusardi, Chief Executive Officer of the Issuer, the terms of the promissory<br> note are substantially similar to those of the Senior Term Loan Facility, which were<br> established based on arm’s length negotiation between the Issuer and the lenders<br> under the Senior Term Loan Facility. | |
| --- | --- | |
| 4. | Provide<br> details of any appraisal or valuation of the subject of the transaction known to management<br> of the Issuer: | N/A |
| --- | --- | --- |
| 5. | If<br> the transaction is an acquisition, details of the steps taken by the Issuer to ensure that the vendor has<br> good title to the assets being acquired: | |
| --- | --- | |
| Not<br> applicable | ||
| 6. | Provide<br> the following information for any agent’s fee, commission, bonus or finder’s<br> fee, or other compensation paid or to be paid in connection with the transaction (including<br> warrants, options, etc.): | |
| --- | --- | |
| (a) | Details<br> of any dealer, agent, broker or other person receiving compensation in connection with<br> the transaction (name, address. If a corporation, identify persons owning or exercising<br> voting control over 20% or more of the voting shares if known to the Issuer): N/A | |
| --- | --- |
^2^ Based on an exchange rate of CAD$1.3120 for US$1.00 as at October 20, 2020.
FORM 10 - NOTICE OF PROPOSED
SIGNIFICANT TRANSACTION
January2015
Page 2
| (b) | Cash | N/A |
|---|---|---|
| (c) | Other | N/A |
| --- | --- | --- |
| 7. | State<br> whether the vendor, sales agent, broker or other person receiving compensation in connection<br> with the transaction is a Related Person or has any other relationship with the Issuer<br> and provide details of the relationship. | |
| --- | --- |
Joseph F. Lusardi is Chief Executive Officer of the Issuer.
| 8. | If<br> applicable, indicate whether the transaction is the acquisition of an interest in property<br> contiguous to or otherwise related to any other asset acquired in the last 12 months. <br> N/A |
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| 2. | Development |
| --- | --- |
Provide details of the development. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: N/A
| 3. | Certificate of Compliance |
|---|
The undersigned hereby certifies that:
| 1. | The<br> undersigned is a director and/or senior officer of the Issuer and has been duly authorized<br> by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance. |
|---|---|
| 2. | To<br> the knowledge of the Issuer, at the time an agreement in principle was reached, no party<br> to the transaction had knowledge of any undisclosed material information relating to<br> the Issuer, other than in relation to the transaction. |
| --- | --- |
| 3. | As<br> of the date hereof there is no material information concerning the Issuer which has not<br> been publicly disclosed. |
| --- | --- |
FORM 10 - NOTICE OF PROPOSED
SIGNIFICANT TRANSACTION
January2015
Page 3
| 4. | The<br> undersigned hereby certifies to the Exchange that the Issuer is in compliance with the<br> requirements of applicable securities legislation (as such term is defined in National<br> Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1). |
|---|---|
| 5. | All<br> of the information in this Form 10 Notice of Proposed Significant Transaction is true. |
| --- | --- |
| Dated:<br> November 8, 2020. | |
| --- | --- |
| Michael<br> Carlotti | |
| Name<br> of Director or Senior Officer | |
| /s/<br> Michael Carlotti | |
| Signature | |
| Chief<br> Financial Officer | |
| Official<br> Capacity |
FORM 10 - NOTICE OF PROPOSED
SIGNIFICANT TRANSACTION
January2015
Page 4
Exhibit 99.3
Curaleaf's Select Brand ExpandsInto Pennsylvania
America's #1 Cannabis OilBrand Is Now Available in 16 States
WAKEFIELD, Mass., Nov. 9, 2020 /CNW/ -- Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading vertically integrated cannabis operator in the United States, announced today that it will expand its award-winning line of Select Oil brand products to Pennsylvania — the fifth most populated state in the U.S. Starting today, Select's best-selling Elite Live cartridges will be available at dispensaries across the state.
Select, America's #1 Cannabis Oil Brand, was acquired by Curaleaf in February 2020 and can be found in over 1,000 dispensaries in 16 states, including Arizona, California, Colorado, Connecticut, Florida, Illinois, Maine, Massachusetts, Maryland, Michigan, Nevada, New York, Ohio, Oklahoma, Oregon, and Pennsylvania. With plans to expand its product line to New Jersey and Utah by the first quarter of 2021, Select is well on track to become the first nationally recognized cannabis brand. As a recognized industry leader, Select has set the bar for stringent quality standards while continuing to pursue progress and innovation.
Products slated to launch in Pennsylvania include Select Elite Live and Select Elite — the brand's most popular product — and Select Ratio Drops, which allow for a personalized experience with four varieties, including 1:1, 4:1, 18:1, and THC.
"With the addition of Pennsylvania, an important East Coast market, the Select brand is now available to over 4.1 million registered medical patients across the country, which is a remarkable milestone," said Joe Bayern, President of Curaleaf. "As an industry leader, we feel it's both an honor and our responsibility to make the most innovative consumer products with consistent quality accessible to our patients and customers across the U.S."
In July 2020, Curaleaf closed on its acquisition of Grassroots, allowing the Company to continue developing innovative products serving additional communities across the United States, including Pennsylvania. This news follows last week's passage of adult use ballot measures in Montana, South Dakota, Arizona, and New Jersey, a clean sweep for cannabis on the ballot box nationwide.
According to the Pennsylvania Department of Health's Medical Marijuana Two Year Final Report published in May 2020, there are 297,317 registered patients with the state, 29,040 registered caregivers, and 1,349 licensed physicians from the state who may recommend medical cannabis for 23 qualifying medical conditions. For more information about Pennsylvania's Medical Marijuana Program, visit www.health.pa.gov.
Select products will be available at many of Pennsylvania's leading dispensaries, including the nine Herbology retail locations, which will operate under the Curaleaf brand pending regulatory approval. To find a dispensary near you that carries Select products, go to www.selectbetter.com and click "Find Us" for an interactive map of locations.
About Curaleaf Holdings, Inc.
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is the leading vertically integrated U.S. multi-state cannabis operator with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf currently operates in 23 states with 95 dispensaries, 22 cultivation sites and over 30 processing sites, and employs over 3,000 team members across the United States. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information please visit www.curaleaf.com.
INVESTOR CONTACT
Curaleaf Holdings, Inc.
Dan Foley, VP, Finance and Investor Relations
MEDIA CONTACTS
Curaleaf Holdings, Inc.
Tracy Brady, VP Corporate Communications
FORWARD-LOOKING STATEMENTS
This media advisory contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the expansion of the Select Brand and its product offerings in Pennsylvania. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed September 23, 2019, which is available under the Company's SEDAR profile at www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future.
Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
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SOURCE Curaleaf Holdings, Inc.
View original content: http://www.newswire.ca/en/releases/archive/November2020/09/c0442.html
%SEDAR: 00037057E
CO: Curaleaf Holdings, Inc.
CNW 08:30e 09-NOV-20
Exhibit 99.4
CURALEAF ANNOUNCES ASSET DIVESTITURES IN MARYLAND FOR $31.5 MILLION
Transactions Support the Optimization of Curaleaf's Vertically Integrated Presence in Maryland
WAKEFIELD, Mass., Nov. 6, 2020 /CNW/ -- CuraleafHoldings, Inc. (CSE: CURA, OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading vertically integrated cannabis operator in the United States, today announced a pair of planned asset divestitures in Maryland for a combined $31.5 million in total proceeds:
| · | Entering into<br> Definitive documentation to sell Curaleaf's interests in HMS cultivation and processor<br> for $27.5 million to TerrAscend Corp. ("TerrAscend") (CSE:TER, OTCQX: TRSSF) |
|---|---|
| · | Closing of<br> its sale of Cumberland, MD processor for $4.0 million |
| --- | --- |
Curaleaf announced today the signing of a definitive agreement to sell its rights to the HMS Health LLC and HMS Processing LLC ("HMS") assets in Maryland to TerrAscend for a total consideration of $27.5 million. The HMS asset sale includes the divestiture of operations in a 22,000 square foot co-located cultivation and processing facility in Frederick, MD. The total consideration due to Curaleaf of $27.5 million includes $25 million in cash due at closing as well as a $2.5 million interest bearing Note due and payable to Curaleaf on April 30, 2022. The transaction is expected to close pending customary closing conditions, including regulatory approval by the Maryland Medical Cannabis Commission.
The completion of the HMS transaction will allow Curaleaf to move forward, subject to regulatory approval, with its proposed acquisition of Maryland Compassionate Care and Wellness, LLC ("MCCW"), which operates a 55,000 square foot co-located cultivation and processing facility in Taneytown, MD and a dispensary in Gaithersburg, MD under the Herbology brand.
Curaleaf is also pleased to announce today the closing of its sale of Curaleaf Maryland, Inc., which holds a processing license in Cumberland, MD, for a total consideration of $4.0 million. This divestiture closed on November 1, 2020 and supports Curaleaf's strategy for optimizing its vertically integrated presence in Maryland.
Joseph Lusardi, Chief Executive Officer of Curaleaf, stated, "The asset sales we announce today will allow us to optimize Curaleaf's vertically integrated presence in Maryland within the regulation which limits operators to a single grow and single processor. Overall, the Maryland market continues to see impressive growth with over 115,000 certified cannabis patients. The actions we are taking aim to further strengthen Curaleaf's position as a leading cannabis operator in Maryland as well as reaffirm our commitment to best serving our customers across the state."
About Curaleaf Holdings, Inc.
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is the leading vertically integrated U.S. multi-state cannabis operator with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a high-growth cannabis company known for quality, expertise and reliability, the company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf currently operates in 23 states with 95 dispensaries, 23 cultivation sites and over 30 processing sites, and employs over 3,000 team members across the United States. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information please visit www.curaleaf.com.
FORWARD LOOKING STATEMENT
This media advisory contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information.
Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward–looking statements and information concerning the planned divestiture of certain assets in Maryland, which depend upon closing the respective transactions and getting regulatory approval for the same. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed September 25, 2020, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
INVESTOR CONTACT
Curaleaf Holdings, Inc.
Dan Foley, VP, Finance and Investor Relations
MEDIA CONTACT
Curaleaf Holdings, Inc.
Tracy Brady, VP Corporate Communications
SOURCE Curaleaf Holdings, Inc.
Related Links
https://curaleaf.com/
Exhibit 99.5
Curaleaf Completes Acquisition of Alternative Therapies Group's Cultivation and Processing Operations
WAKEFIELD, Mass., Nov. 5, 2020 /CNW/ -- Curaleaf Holdings,Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading vertically integrated cannabis operator in the United States, today announced the successful completion of the Company's acquisition of Alternative Therapies Group's ("ATG") licensed cultivation and processing operations in Amesbury, Massachusetts as of November 3, 2020. Curaleaf
Joseph Lusardi, Chief Executive Officer of Curaleaf, stated, "With the acquisition of ATG's grow and processing operations, we'll be adding 53,600 square feet of capacity to our existing 104,000 square feet capacity in Massachusetts. The Amesbury facility is fully built out, operational, and will be immediately accretive to our production capabilities in Massachusetts, which, according to Cannabis Benchmarks, currently commands the second highest wholesale flower prices in the nation."
Combined with Curaleaf's current cultivation facility in Webster, Massachusetts, the ATG acquisition brings Curaleaf's total cultivation capacity in the state to 157,600 square feet. The integration of the new operations establish Curaleaf as the only cannabis provider in Massachusetts approved for two adult-use cultivation licenses, two adult-use processing licenses, and the maximum-permitted three adult-use dispensary licenses. In connection with the acquisition, ATG's dispensaries located in Amesbury, Salisbury and Salem have been spun off and continue to operate under the ATG brand.
Curaleaf is vertically integrated in Massachusetts, including licensed cultivation and manufacturing facilities as well as operating four dispensary locations. The Company dispensary footprint includes two adult-use locations in Provincetown and Ware, a co-located medical and adult-use dispensary in Oxford, and a medical dispensary in Hanover. In July of 2020, Curaleaf announced the continued expansion of its Select brand offerings into new markets, including Massachusetts, with the launches of its Select Elite and Select Nano Gummies. Select, America's #1 Cannabis Oil Brand, is a nationally recognized brand that maintains peak industry-standard practices for quality control to ensure the best product experience possible. As a recognized industry leader, Select has gained popularity in medical as well as adult-use markets and is now available in 15 states and is on track to become the first nationally recognized consumer cannabis brand.
About Curaleaf Holdings, Inc.
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is the leading vertically integrated U.S. multi-state cannabis operator with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a high- growth cannabis company known for quality, expertise and reliability, the company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf currently operates in 23 states with 95 dispensaries, 23 cultivation sites and over 30 processing sites, and employs over 3,000 team members across the United States. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information please visit www.curaleaf.com.
FORWARD LOOKING STATEMENT
This media advisory contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward–looking statements and information concerning the ability of Curaleaf to successfully integrate the business of ATG. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed September 25, 2020, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
INVESTOR CONTACT
Curaleaf Holdings, Inc.
Dan Foley, VP, Finance and Investor Relations [email protected]
MEDIA CONTACT
Curaleaf Holdings, Inc.
Tracy Brady, VP Corporate Communications [email protected]
SOURCE Curaleaf Holdings, Inc.
Related Links
https://www.curaleaf.com*/*