Curaleaf Holdings, Inc 6-K, filed Apr 7, 2023
Curaleaf Holdings, Inc. (CURLF)
About this 6-K
Curaleaf Holdings, Inc filed this 6-K on April 7, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2023.
Commission File Number: 333-249081
CURALEAF HOLDINGS,
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
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.
| CURALEAF HOLDINGS, INC. | |||
| (Registrant) | |||
| Date: | April 7, 2023 | By: | /s/ Peter Clateman |
| Name: | Peter Clateman | ||
| Title: | Chief Legal Officer | ||
EXHIBIT INDEX
| 99.1 | Form 9, Notice of Issuance or Proposed Issuance of Listed Securities dated April 5, 2023 |
| 99.2 | Form 7, Monthly Progress Report dated April 6, 2023 |
Exhibit 99.1
FORM 9
NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES
(or securities convertible or exchangeable into listed securities1)
| Name of Listed Issuer: | Symbol(s): |
| Curaleaf Holdings, Inc. (the “Issuer”). | CURA |
Date: April 5, 2023 Is this an updating or amending Notice: þ Yes ¨ No
If yes provide date(s) of prior Notices: March 30, 2023.
Issued and Outstanding Securities of Issuer Prior to Issuance: 624,275,613 Subordinate Voting Shares.
Pricing
Date of news release announcing proposed issuance: N/A or
Date of confidential request for price protection: N/A
Closing Market Price on Day Preceding the news release: N/A or
Day preceding request for price protection: N/A
Closing
Number of securities to be issued: Refer to Part 2 below.
Issued and outstanding securities following issuance: Refer to Part 2 below.
Instructions:
| 1. | For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form. |
| 2. | Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8. |
| 3. | Complete Table 1B – Related Persons only for Related Persons |
| 4. | If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form. |
| 5. | An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction |
| 6. | Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
Part 1. Private Placement
Table 1A – Summary
| Each jurisdiction in which purchasers reside | Number of Purchasers |
Price per Security |
Total dollar value (CDN$) raised in the jurisdiction |
| Total number of purchasers: | |||
| Total dollar value of distribution in all jurisdictions: | |||
Table 1B – Related Persons
| Full
Name & Municipality of Residence of Placee |
Number
of Securities Purchased or to be Purchased |
Purchase price per Security (CDN$) |
Conversion Price (if Applicable) (CDN$) |
Prospectus Exemption |
Total
Securities Previously Owned, Controlled or Directed |
Payment Date(1) |
Describe relationship to Issuer (2) |
1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.
| 1. | Total amount of funds to be raised: ____________________________________. |
| 2. | Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. ___________________________. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 2
| 3. | Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: | |
| . |
| 4. | If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities. |
| 5. | Description of securities to be issued: |
| (a) | Class | . |
| (b) | Number | . |
| (c) | Price per security | . |
| (d) | Voting rights |
| 6. | Provide the following information if warrants, (options) or other convertible securities are to be issued: |
| (a) | Number | . |
| (b) | Number of securities eligible to be purchased on exercise of warrants (or options) | . |
| (c) | Exercise price | . |
| (d) | Expiry date | . |
| 7. | Provide the following information if debt securities are to be issued: |
| (a) | Aggregate principal amount | . |
| (b) | Maturity date | . |
| (c) | Interest rate | . |
| (d) | Conversion terms | . |
| (e) | Default provisions | . |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 3
| 8. | Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.): |
| (a) | Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): | |
| . |
| (b) | Cash | . |
| (c) | Securities | . |
| (d) | Other | . |
| (e) | Expiry date of any options, warrants etc. | . |
| (f) | Exercise price of any options, warrants etc. | . |
| 9. | State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship _____________________________________________________ |
| . |
| 10. | Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.). |
| . |
| 11. | State whether the private placement will result in a change of control. |
| . |
| 12. | Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. ____________________________________________________________________________________________ |
| . |
| 13. | Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 4
| Part 2. | Acquisition |
| 1. | Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: |
On March 28, 2023, the Issuer announced that it has entered into a definitive agreement and plan of merger (the “Merger Agreement) to acquire Deseret Wellness LLC (the “Target”), the largest cannabis retail operator in Utah, for a cash and stock consideration valued at approximately U.S.$20 million, as further described below. The transaction is expected to close on April 7, 2023, subject to customary closing conditions.
| 2. | Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: |
The Issuer, a wholly owned subsidiary of the Issuer (“Merger Sub”), the Target and the Member Representative (as defined in the Merger Agreement) entered into the Merger Agreement on March 28, 2023, pursuant to which, by way of a merger of Merger Sub with and into the Target, with the Target continuing as the surviving entity (the “Surviving Entity”) and as a wholly owned subsidiary of the Issuer, (i) each issued and outstanding share of common stock, par value $0.001 per share, of Merger Sub shall be converted into and become one fully paid and non-assessable unit of the Surviving Entity, so that the Issuer shall be the holder of all of the issued and outstanding units, representing 100% of the outstanding membership interests, of the Surviving Entity, and (ii) each unit that is issued and outstanding immediately prior to the effective time will be cancelled and extinguished as of the effective time and be converted into the right of the holder thereof to receive its percentage interest of the Merger Consideration (as defined below).
The overall consideration payable to the participating securityholders (the “Sellers”) amounts in the aggregate to U.S.$20,000,000 (“Purchase Price”) and will be satisfied by the Purchaser on closing as detailed below.
Each of the Sellers is an arm’s length party with respect to Merger Sub and the Issuer.
Each of the Sellers has agreed to a lock-up on the Consideration Shares they are entitled to receive under the Merger Agreement, whereby 50 percent of the Consideration Shares that a Seller is entitled to receive on the Consideration Share Issuance Date (as defined in the Merger Agreement) will be released from the lock-up on the date that is six (6) months after the Closing Date, and the remaining 50 percent of such shares will be released from the lock-up on the date that is twelve (12) months after the Closing Date. Any subsequent issuance of Subordinate Voting Shares to the Sellers under the Merger Agreement will be subject to a similar lock-up release schedule, whereby 50 percent of such shares will be released from lock-up on the date that is six (6) months after the issuance of such shares, and the remaining 50 percent of such shares will be released from the lock-up on the date that is twelve (12) months after the issuance of such shares.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 5
| 3. | Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: |
| (a) | Total aggregate consideration in Canadian dollars: U.S.$20,000,000 equivalent to approximately CAD27,252,000 using the daily average exchange rate of CAD1.3626 to USD1.00 published by the Bank of Canada on March 28, 2023. |
| (b) | Cash: U.S.$5,000,000, less the amount of the assumed debt, subject to adjustments in accordance with the Merger Agreement. |
| (c) | Securities (including options, warrants etc.) and dollar value: A number of Subordinate Voting Shares of the Issuer equal to U.S.$15,000,000 (the “Consideration Shares”), and subject to adjustment in accordance with the Merger Agreement, converted into Canadian Dollars at the closing exchange rate at the end of the trading day immediately preceding the Consideration Share Issuance Date, at a price per Subordinate Voting Share (the “Purchaser Share Price”) equal to the greater of (i) the volume weighted average price (“VWAP”) of the Subordinate Voting Shares on the CSE for the seven-trading day period that ends on the trading day immediately preceding the Consideration Share Issuance Date, and (ii) 85% of the closing price of the Subordinate Voting Shares on the CSE on the date that is two (2) trading days prior to Consideration Share Issuance Date. |
The Merger Consideration will be adjusted post-closing, up or down, on a dollar-for-dollar basis, by the amount, if any, by which the final closing working capital determined in accordance with the Merger Agreement is greater or lesser than the estimated closing working capital (the “Post-Closing Adjustment”). The Post-Closing Adjustment will be satisfied by the issuance of additional Subordinate Voting Shares by the Issuer, in the event the Post-Closing Adjustment is positive, or the forfeiture of a certain number of Subordinate Voting Shares by the sellers, in the event the Post-Closing Adjustment is negative (such number of Subordinate Voting Shares being referred to as the “Post Closing Share Consideration Adjustment). The Post Closing Share Consideration Adjustment shall represent a number of Subordinate Voting Shares equal to the Post Closing Adjustment divided by the Purchaser Share Price, provided that the VWAP shall be calculated with reference to the date of issuance or forfeiture of the Subordinate Voting Shares comprising the Post Closing Share Consideration Adjustment rather than the Consideration Share Issuance Date.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 6
| (d) | Other: N/A |
| (e) | Expiry date of options, warrants, etc. if any: N/A |
| (f) | Exercise price of options, warrants, etc. if any: N/A. |
| (g) | Work commitments: N/A. |
| 4. | State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc). |
The purchase price was determined through arm’s length negotiation.
| 5. | Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A. |
| 6. | The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows: |
| Name
of Party (If not an individual, name all insiders of the Party) |
Number
and Type of Securities to be Issued |
Dollar
value per Security |
Conversion
price (if applicable) |
Prospectus Exemption |
Total
Securities, Previously Owned, Controlled or Directed by Party |
Describe relationship to Issuer(1) |
| Rockwood Advisory LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Jonathon Goldrath | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Peter Bio | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| SEM Deseret, LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Poppo Trust 06-30-1999 | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Alan Dayton | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Rocco Levine | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Paul K. Rothe | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Reiss Holdings, LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Christina Corey | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 7
| Trip Hoffman | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| William R Greenberg MD, LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Robbins Gottlock | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Robin Lines | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| John Ziegler | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| PWG, LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Ari Raptis | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Michael Vanderzwan | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Leslie Crabb | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Ted Clayton | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Ben Glaze | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Leslie Glaze | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| Jeremy Sumerix | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| MXY License Holdings, LLC | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| John Lykouretzos | Refer to Item 3 above | Refer to Item 3 above | N/A | Section 3 of BC Instrument 72-503 | Nil | Not a Related Person |
| (1) | Indicate if Related Person |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 8
| 7. | Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: Customary due diligence, including lien and litigation due diligence, as customary under local law. |
| 8. | Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.): |
| (a) | Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, andif a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): N/A. |
| (b) | Cash N/A. |
| (c) | Securities N/A. |
| (d) | Other N/A. |
| (e) | Expiry date of any options, warrants etc. N/A |
| (f) | Exercise price of any options, warrants etc. N/A. |
| 9. | State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A |
| 10. | If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 9
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 by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer. |
| 2. | As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed. |
| 3. | the Issuer has obtained the express written consent of each applicable individual to: |
| (a) | the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and |
| (b) | the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time |
| 4. | The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1). |
| 5. | All of the information in this Form 9 Notice of Issuance of Securities is true. |
Dated April 5, 2023.
| Peter Clateman | |
| Name of Director or Senior Officer | |
| (signed) Peter Clateman | |
| Signature | |
| Chief Legal Officer | |
| Official Capacity |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
Appendix A
PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9
The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, “CSE or the “Exchange”) collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:
| • | To determine whether an individual is suitable to be associated with a Listed Issuer; |
| • | To determine whether an issuer is suitable for listing; |
| • | To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute; |
| • | To conduct enforcement proceedings; |
| • | To ensure compliance with Exchange Requirements and applicable securities legislation; and |
| • | To fulfil the Exchange’s obligation to regulate its marketplace. |
The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.
The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.
All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.
Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.
If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street – 9th Floor, Toronto, ON, M5J 2W4.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
Exhibit 99.2
FORM 7
MONTHLY PROGRESS REPORT
Name of Listed Issuer: Curaleaf Holdings, Inc. (the “Issuer” or “Curaleaf”).
Trading Symbol: CURA
Number of Outstanding Listed Securities: 624,275,613
Date: April 6, 2023
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 must not be altered, nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer to any item is negative or not applicable to the Issuer. The title to each item must precede the answer. |
| (b) | The term “Issuer” includes the Issuer and any of its subsidiaries. |
| (c) | Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions. |
Report on Business
| 1. | Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose this fact. |
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 vertically integrated medical and wellness cannabis operator in the United States. As of March 31, 2023, the Company has operations in 19 states including operating 147 dispensaries, with a focus on highly populated states including Arizona, Florida, Illinois, Massachusetts, New York, New Jersey and Pennsylvania. The Company leverages its extensive research and development capabilities to distribute cannabis products with the highest standard for safety, effectiveness, consistent quality 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. Moreover, Curaleaf International Holdings Limited, a subsidiary of the Issuer, is the largest vertically integrated independent cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with leading cultivation, extraction and production capabilities.
Recent developments regarding the Issuer’s business and operations
On March 1, 2023, Curaleaf announced the opening of the first dispensary to begin adult-use cannabis sales in Hartford, CT.
Please see the Issuer’s press release dated March 1, 2023, filed on the Issuer’s website, for more information.
On March 9, 2023, Curaleaf and Fab 5 Freddy announced the expansion of its B Noble cannabis brand in Florida.
Please see the Issuer’s press release dated March 9, 2023, filed on the Issuer’s website, for more information.
On March 27, 2023, Curaleaf announced the expansion of its brand portfolio with the launch of JAMS™ cannabis-infused edibles.
Please see the Issuer’s press release dated March 27, 2023, filed on the Issuer’s website, for more information.
On March 29, 2023, Curaleaf announced it had entered into a definitive agreement to acquire Deseret Wellness, the largest cannabis retail operator in Utah, in transaction valued at approximately US$20 million. The transaction is expected to close on April 7, 2023.
Please see the Issuer’s press release dated March 29, 2023, filed on the Issuer’s website for more information, as well as the Forms 9 filed with the CSE on March 30, 2023 and April 5, 2023.
| 2. | Provide a general overview and discussion of the activities of management. |
N/A
| 3. | Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law. |
On March 27, 2023, Curaleaf announced the expansion of its brand portfolio with the launch of JAMS™ cannabis-infused edibles.
Please see the Issuer’s press release dated March 27, 2023, 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, provide details of any drilling, exploration or production programs that have been amended or abandoned. |
N/A
| 5. | Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship. |
N/A
| 6. | Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced. |
N/A
| 7. | Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from, or the disposition was to, a Related Person of the Issuer and provide details of the relationship. |
On March 29, 2023, Curaleaf announced it had entered into a definitive agreement to acquire Deseret Wellness, the largest cannabis retail operator in Utah, in a transaction valued at approximately US$20 million. The transaction is expected to close on April 7, 2023.
Please see the Issuer’s press release dated March 29, 2023, filed on the Issuer’s website for more information, as well as the Forms 9 filed with the CSE on March 30, 2023 and April 5, 2023.
| 8. | Describe the acquisition of new customers or loss of customers. |
Please refer to Item 1 for new dispensary openings during the month of March.
| 9. | Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trademarks. |
N/A
| 10. | Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs. |
As of March 31, 2023, the Issuer had a total of 5,481 employees, which includes 171 new hires and 275 terminations in the month of March.
| 11. | Report on any labour disputes and resolutions of those disputes if applicable. |
N/A
| 12. | Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the. |
Curaleaf may become threatened by a party, or otherwise become party to litigation from time to time in the ordinary course of business which could adversely affect its business.
Sentia Wellness
Measure 8 Ventures LP et al. v. Khanna et al., Or. No. 22CV00946
No changes since last reporting on Form 7.
Eagle Valley Holdings, LLC
In January 2022, a Curaleaf subsidiary completed the acquisition of Bloom Dispensaries (“Bloom”) in Arizona. On January 4, 2023, the Curaleaf subsidiary that purchased Bloom filed suit against the sellers of Bloom and Edmond Vartughian, their designated representative, in Arizona Superior Court in Maricopa County for violation of certain representations and warranties in the purchase agreement related to the transaction including with respect to the condition of one of the buildings in the acquired cultivation facility. The parties resolved the claims on March 21, 2023 and dismissed the suit. As part of the settlement agreement, the parties have agreed to reduce the purchase price payable by Curaleaf by US$10 million, from approximately US$210 million to approximately US$200 million. The purchase price for Bloom was paid US$51 million in cash at close, with the remaining approximately US$160 million to be paid through the issuance of three promissory notes of US$50 million, US$50 million, and US$60 million due, respectively, on the first, second and third anniversary of closing of the transaction. Curaleaf has settled in full the US$50 million note due January 2023 for US$44 million and the principal of the US$50 million note due January 2024 has been reduced by US$4 million.
| 13. | Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness. |
N/A
| 14. | Provide details of any securities issued and options or warrants granted. |
| Security | Number Issued | Details of Issuance | Use of Proceeds(1) |
| Subordinate Voting Shares | 48,674 | Shares issued in connection with RSU conversions during the month of March, 2023. | N/A |
| (1) | State aggregate proceeds and intended allocation of proceeds. |
| 15. | Provide details of any loans to or by Related Persons. |
N/A
| 16. | Provide details of any changes in directors, officers or committee members. |
N/A
| 17. | Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends. |
N/A
This document 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 Monthly Progress Report contains forward-looking statements and information concerning (i) the expected benefits of recently opened dispensaries and (ii) the Issuer's current litigation and arbitration proceedings. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Issuer with respect to the matter described in this Monthly Progress Report. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this Monthly Progress Report 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 the "Risk Factors" heading in the Issuer's management's discussion and analysis for the year ended December 31, 2021 and under the "Risk Factors" heading in the Issuer’s annual information form for the year ended December 31, 2021, and in other filings that the Company has made and may make in the future with the Canadian securities regulatory authorities available on SEDAR under the Issuer’s profile at www.sedar.com or with the U.S. Securities and Exchange Commission available at www.sec.gov/edgar. Forward-looking statements contained herein are made only as to the date of this Monthly Progress Report and the Issuer undertakes 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. The Issuer cautions investors not to place undue reliance on the forward-looking statements contained in this Monthly Progress Report.
[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 by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance. |
| 2. | As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed, other than the financial statements and related MD&A for the year ended December 31, 2022. |
| 3. | The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1). |
| 4. | All of the information in this Form 7 Monthly Progress Report is true. |
Dated: April 6, 2023
| Peter Clateman | |
| Name of Director or Senior Officer | |
| /s/ Peter Clateman | |
| Signature | |
| Chief Legal Officer | |
| Official Capacity |
|
Issuer Details Name of Issuer
Curaleaf Holdings, Inc. |
For Month Ended March 31, 2023 |
Date of Report YY/MM/DD April 6, 2023 |
|
Issuer Address 420 Lexington Avenue
| ||
|
City/Province/Postal Code
New York, NY 10170 |
Issuer Fax No. N/A |
Issuer Telephone No. (781) 451-0150 |
|
Contact Name Investor Relations
|
Contact Position Investor Relations
|
Contact Telephone No. (781) 451-0150 |
|
Contact Email Address IR@curaleaf.com
|
Web Site Address www.curaleaf.com | |