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 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 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: | December 8, 2023 | By: | /s/ Peter Clateman |
| Name: | Peter Clateman | ||
| Title: | Chief Legal Officer |
EXHIBIT INDEX
| 99.1 | Form 7, Monthly Progress Report dated December 6,<br> 2023 |
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| 99.2 | Press Release dated December 7, 2023 |
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: 640,212,780
Date: December 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<br>be altered, nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer<br>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 operations<br>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 vertically integrated medical and wellness cannabis operator in the United States. As of November 30, 2023, the Company has operations in 17 states including operating 146 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 (“Curaleaf International”), 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 theIssuer’s business and operations
On November 9, 2023, Curaleaf reported its financial results for the third quarter ended September 30, 2023.
Please see the Issuer’s press release dated November 9, 2023, filed on the Issuer’s website for more information and available on SEDAR+ under the Issuer’s profile for more information. The unaudited condensed interim consolidated financial statements as of and for the three and nine months ended September 30, 2023 and 2022, as well as the accompanying management’s discussion and analysis of financial condition and results of operations for such periods, are also available on SEDAR+ under the issuer’s profile.
| 2. | Provide a general overview and discussion of the activities of management. |
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Executive Chairman Boris Jordan was quoted in Proactive Investors on November 10^th^ and Cannabis Products Insider on November 13^th^ regarding Curaleaf’s Q3 2023 financial results. On November 13^th^, Green Market Report featured Mr. Jordan in an article detailing Curaleaf’s global operations and 2024 predictions. Mr. Jordan was quoted in InvestorPlace on November 27^th^ to discuss market performance, 2023 business results and 2024 goals.
CEO Matt Darin was included in Cannabis Business Times on November 7^th^ to discuss the legalization of adult use sales in Ohio. New Jersey Business Magazine quoted Mr. Darin on November 9^th^ regarding the adult use and medical cannabis markets in New Jersey. On November 10^th^, Mr. Darin discussed Curaleaf’s Q3 2023 results in Benzinga and on Best Stocks. On November 13^th^, Green Market Report featured Mr. Darin in an article detailing Curaleaf’s global operations and 2024 predictions.
| 3. | Describe and provide details of any new products or services developed or offered. For resource companies,<br>provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil<br>and gas or other reports required under Ontario securities law. |
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N/A
| 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 whether<br>the relationship is with a Related Person of the Issuer and provide details of the relationship. |
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N/A
| 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 during<br>the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid<br>or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether<br>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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N/A
| 9. | Describe any new developments or effects on intangible products such as brand names, circulation lists,<br>copyrights, franchises, licenses, patents, software, subscription lists and trademarks. |
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N/A
| 10. | Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs. |
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As of November 30th, the issuer had a total of 5,220 active employees. There were 271 hires and 214 terminations in the month of November.
| 11. | Report on any labour disputes and resolutions of those disputes if applicable. |
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There are no material labor disputes to report. Labor disputes that impact single sites or single employees, or that do not materially interfere with the operation do not rise to the level of a material dispute.
| 12. | Describe and provide details of legal proceedings to which the Issuer became a party, including the name<br>of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if<br>any, if the proceedings are being contested, and the present status of the. |
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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. Refer to the Issuer’s continuous disclosure documents available on SEDAR+ under the Company’s profile at www.sedarplus.ca for more information on the material litigation claims affecting the Company from time to time.
| 13. | Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness. |
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N/A
| 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 | 36,889 | Shares issued in connection with RSU conversions during the month of November 2023. | N/A |
| (1) | State aggregate proceeds and intended allocation of proceeds. | ||
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| 15. | Provide details of any loans to or by Related Persons. | ||
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N/A
| 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 market(s) or<br>political/regulatory trends. |
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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 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 annual information form for the year ended December 31, 2022, and in other filings that the Company has made and may make available in the future with the Canadian securities regulatory authorities through SEDAR+ under the Issuer’s profile at www.sedarplus.ca or with the U.S. Securities and Exchange Commission available at www.sec.gov/edgar. Forward-looking statements contained herein are made only as of the date of this Monthly Progress Report or if the forward-looking information is given as at a certain date, as of such date, 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<br>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 publicly<br>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 defined<br>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: December 6, 2023
| Peter Clateman | ||
|---|---|---|
| Name of Director or Senior Officer | ||
| /s/ Peter Clateman | ||
| Signature | ||
| Chief Legal 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>November 30, 2023 | Date of Report<br><br> <br>YY/MM/DD<br><br> <br>December 6, 2023 |
| --- | --- | --- |
| Issuer Address<br><br> <br>420 Lexington Avenue | ||
| City/Province/Postal Code<br><br> <br>New York, NY 10170 | Issuer Fax No.<br><br> <br>N/A | Issuer Telephone No.<br><br> <br>(781) 451-0150 |
| Contact Name<br><br> <br>Investor Relations | Contact Position<br><br> <br>Investor Relations | Contact Telephone No.<br><br> <br>(781) 451-0150 |
| Contact Email Address<br><br> <br>IR@curaleaf.com | Web Site Address<br><br> <br>www.curaleaf.com |
Exhibit 99.2
Curaleaf Announces Receipt of ConditionalApproval to List Subordinate Voting Shares on the TSX
NEW YORK, (December7, 2023) – Curaleaf Holdings, Inc. (CSE: CURA / OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today announced that it has received conditional approval from the Toronto Stock Exchange (the “TSX”) to list its subordinate voting shares (the “Shares”) on the TSX (the “TSX Listing”).
“We are excited to announce that Curaleaf has received conditional approval to join the Toronto Stock Exchange," said Executive Chairman Boris Jordan. "We are now one step closer to accessing an even broader set of global institutional investors than we currently have, alongside the capital and increased liquidity that comes with listing on a major exchange such as the TSX.”
Final approval of the TSX Listing is subject to the Company meeting certain customary conditions required by the TSX. The Company will issue a press release once such TSX listing conditions are satisfied and the TSX confirms the date that trading of the Subordinate Voting Shares will commence on the TSX.
In connection with the TSX Listing, the Company intends to submit a request to voluntarily delist (the “CSE Delisting”) its Shares from the Canadian Securities Exchange (the “CSE”). The CSE Delisting is expected to be effective on or shortly after the date the Shares commence trading on the TSX.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, and Grassroots provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf brands are sold in 17 states with operations encompassing 147 dispensaries and employing more than 5,200 team members. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. 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 https://ir.curaleaf.com
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities laws and United States securities laws (collectively, "forward-looking statements"). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on management's current beliefs, expectations or assumptions regarding the future of the business, plans and strategies, operational results and other future conditions of the Company. In addition, the Company may make or approve certain statements in future filings with Canadian securities regulatory authorities, in press releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements. All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as "assumptions", "assumes", "guidance", "outlook", "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", or the negative of those words or other similar or comparable words. In particular, but without limiting the foregoing, disclosure in this news release as well as statements regarding the Company's intention and timing to complete the TSX Listing and the CSE Delisting; the Company’s ability to satisfy all listing and regulatory requirements of the TSX and obtain TSX final approval for the TSX Listing; and anticipated benefits to the Company from the TSX Listing including the increased market liquidity are forward-looking statements. These forward-looking statements speak only as at the date they are made and are based on information currently available and on the then current expectations.
Holders of securities of the Company are cautioned that forward-looking statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties related to the TSX Listing set forth in the prospectus supplement of the Company dated September 28, 2023 to the short form base shelf prospectus of the Company dated December 30, 2022, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca; risks and uncertainties related to the legality of cannabis in the U.S., including the fact that cannabis is a controlled substance under the U.S. federal Controlled Substances Act; anti-money laundering laws and regulations; the lack of access to U.S. bankruptcy protections; financing risks, including risks related to additional financing and restricted access to banking; general regulatory and legal risks, including risk of legal, regulatory or political change; general regulatory and licensing risks;; liquidity; as well as those risk factors discussed under "Risk Factors" in the Company's Annual Information Form dated May 1, 2023 for the fiscal year ended December 31, 2022, and additional risks described in the Company's Annual Management's Discussion and Analysis for the year ended December 31, 2022 (both of which documents have been filed on the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov), and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities. There is no guarantee the Company will complete the TSX Listing as currently proposed, which remain subject to certain closing conditions, including the Company meeting the listing conditions and requirements of the TSX. In anticipation of and pursuant to the TSX Listing, the Company expect to need to reorganize its U.S.-based operations and will be subject to significant restrictions on the conduct of the U.S.-based operations of the Company, which such restrictions could have a material adverse effect on the Company, its business and its results of operation.
The purpose of forward-looking statements is to provide the reader with a description of management's expectations, and such forward-looking statements may not be appropriate for any other purpose. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. You should not place undue reliance on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this news release. The Company 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 applicable law. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement.
INVESTOR CONTACT
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
IR@curaleaf.com
MEDIA CONTACT
Curaleaf Holdings, Inc.
Tracy Brady, SVP Corporate Communications
media@curaleaf.com