CURLF 6-K 2021 - Equibles

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 February, 2021.

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

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.

		CURALEAF HOLDINGS, INC.
		(Registrant)
Date:	February 5, 2021	By:	/s/ Michael Carlotti
		Name:	Michael Carlotti
		Title:	Chief Financial Officer

EXHIBIT INDEX

99.1	Form 7 Monthly Progress Report dated February 4, 2021

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: 589,089,534

Date: February 4, 2021

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.
(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.

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 97 dispensaries, 23 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.

Recentdevelopments regarding the Issuer’s business and operations

On January11, 2021, Curaleaf announced it had completed a USD$50 million dollar credit facility.

Please seethe Form 10 filed with the CSE on January 11, 2021 and the Issuer’s press release dated January 11, 2021 filed on the Issuer’swebsite for more information.

On January12, 2021, Curaleaf announced the closing of an offering of Subordinate Voting Shares for aggregate gross proceeds of CAD$316,882,500.

Please see(i) the Form 8 filed with the CSE on January 8, 2021; (ii) the Form 9 filed with the CSE on January 13, 2021; (iii) the ProspectusSupplement filed with SEDAR on January 8, 2021; (iv) the Material Change Report filed with SEDAR on 13, 2021; and (v) the Issuer’spress releases dated January 6, 2021, January 7, 2021 and January 12, 2021 filed on the Issuer’s website for more information.

On January22, 2021, Curaleaf announced it had launched adult-use operations in Arizona.

Please seethe Issuer’s press release dated January 22, 2021 filed on the Issuer’s website for more information.

On January29, 2021, Curaleaf announced the opening of its first Curaleaf branded retail location in Harrisburg, Pennsylvania.

Please seethe Issuer’s press release dated January 29, 2021 filed on the Issuer’s website for more information.

2.	Provide a general overview and discussion of the activities of management.

Boris Jordan, Executive Chairman, participated ina panel at ATB Capital Markets 9^th^ Annual Institutional Investor Conference on January 14 and in Needham's 23rd AnnualVirtual Growth Conference on January 14. He also participated in broadcast interviews with Yahoo! Finance on January 11, and ina broadcast interview with Grizzle on January 7. He also was featured in both a Bloomberg article and Politico article on January22.

Joseph Bayern, President, participated in a printBloomberg article on January 11. Mr. Bayern also participated in broadcast interviews WGBH radio on January 20. He also featuredin a Cannabis Business Times article on January 22.

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.

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.

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.

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.

N/A

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<br>of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration<br>was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details<br>of the relationship.

On January12, 2021, Curaleaf announced the closing of an offering of Subordinate Voting Shares for aggregate gross proceeds of CAD$316,882,500.

8.	Describe the acquisition of new customers or loss of customers.

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.

N/A

10.	Report on any employee hirings, terminations or lay-offs with details of anticipated length of<br>lay-offs.

Issuer hasa total of 3,801 employees, which includes 244 new hires and 128 terminations in the month of January.

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<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.

Curaleafmay become threatened by a party, or otherwise become party to litigation from time to time in the ordinary course of businesswhich could adversely affect its business. Among other disputes, Curaleaf (1) is defending against claims in arbitration relatingprimarily to a lock-up agreement that the former minority shareholders of Curaleaf’s Connecticut operations signed in connectionwith their receipt of Subordinate Voting Shares of the Issuer in exchange for their minority interest; (2) is defending againstpurported securities class actions alleging similar claims based on the FDA’s July 22, 2019 warning letter to Curaleaf andthe promotion of Curaleaf’s CBD products; and (3) defending against purported class actions alleging, among other things,claims of mislabeling and fraud, related to sales of the Select brand, in most cases related to periods prior to the Company’sacquisition of the brand in February 2020.

Connecticut

No update since last reporting of this item on Form7 filed with the CSE on November 8, 2020.

FDA

No update since last reporting of this item on Form7 filed 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.

On January11, 2021, Curaleaf announced it had completed a USD$50 million dollar credit facility.

Please seethe Form 10 filed with the CSE on January 11, 2021 and the Issuer’s press release dated January 11, 2021 filed on the Issuer’swebsite for more information.

14.	Provide details of any securities issued and options or warrants granted
Security	Number Issued	Details of Issuance	Use of Proceeds^(1)^
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Subordinate Voting Shares	1,553,441	Shares issued in connection with option exercises and RSU conversions	The proceeds from payment of the option exercise price will be used for general working capital purposes.
Subordinate Voting Shares	18,975,000	Shares issued in connection with offering of Subordinate Voting Shares.	Working capital requirements and other general corporate purposes
(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.

EffectiveJanuary 1, 2021, Joseph D. Bayern replaced Joseph F. Lusardi as Chief Executive Officer of the Issuer. Joseph F. Lusardi retainedhis seat on the Issuer’s Board of Directors and assumed the role of Executive Vice-Chairman of the Board.

17.	Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s<br>market(s) or political/regulatory trends.

Concerns about Marijuana Efficacyand Safety

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.

2020 Elections

The results of the 2020 Presidential and Congressional elections may impact the likelihood of any legal developments regarding cannabis at the national level, including the passage of the Secure and Safe Enforcement(SAFE) Banking Act and the Marijuana Opportunity Reinvestment and Enforcement (MORE) Act, measures and initiatives, as well aspotential executive action to clarify federal policy toward the industry, although it is uncertain whether and in what mannerany such federal changes will occur. On a federal level, Joseph R. Biden, who campaigned on a platform that included cannabisdecriminalization, was inaugurated as U.S. President on January 20, 2021. Democrats, who are generally more supportiveof federal cannabis reform than Republicans, maintained their majority in the House of Representatives, although at a smallermargin than initially expected, and, as a result of the Georgia runoff elections in January 2021, have gained sufficient seatsin the Senate to achieve control of the Senate when including a Vice Presidential tie-breaking vote. Although the House of Representativesvoted to pass the MORE Act on December 4, 2020, which would remove cannabis from the Controlled Substances Act, the prospect ofits passage in the Senate and final enactment remains unclear.

On a state level, the November 2020 elections includedmultiple initiatives on state ballots regarding cannabis, all of which passed. In Arizona and New Jersey, two markets wherethe Company already has medical operations described herein, adult use cannabis ballot initiatives passed. Similarly, adultuse passed in Montana, medical use passed in Mississippi, and both adult use and medical use passed in South Dakota. Barringany further legal challenges, these states are expected to adopt governing rules and regulations to expand their cannabis programsaccordingly.

COVID-19

The novel coronavirus commonlyreferred to as "COVID-19" was identified in December 2019 in Wuhan, China. On January 30, 2020, the World Health Organizationdeclared the outbreak a global health emergency, and on March 11, 2020, the spread of COVID-19 was declared a pandemic by the WorldHealth Organization. On March 13, 2020, the spread of COVID-19 was declared a national emergency by President Donald Trump. Theoutbreak has spread throughout Europe, the Middle East and North America, causing companies and various international jurisdictionsto impose restrictions such as quarantines, business closures and travel restrictions. While these effects are expected to be temporary,the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time.The rapid development of the COVID-19 pandemic and the measures being taken by governments and private parties to respond to itare extremely fluid. While the Company has continuously sought to assess the potential impact of the pandemic on its financialand operating results, any assessment is subject to extreme uncertainty as to probability, severity and duration of the pandemicas reflected by infection rates at local, state, and regional levels. The Company has attempted to assess the impact of the pandemicby 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 and changes in local infection rates. The Company’s ability to generate revenuewould be materially impacted by any 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 Centers for Disease Control (CDC), the Presidential Administration, as well as state and local governments.The Company has cancelled non-essential travel by employees, implemented remote meetings where possible, and permitted all staffwho can work remotely to do so. For those whose duties require them to work on-site, measures have been implemented to reduce infectionrisk, such as reducing contact with customers, mandating additional cleaning of workspaces and hand disinfection, providing masksand gloves to certain personnel, and contact tracing following reports of employee infection. Nevertheless, despite such measures,the Company may find it difficult to ensure that its operations remain staffed due to employees falling ill with COVID-19, becomingsubject to quarantine, or deciding not to come to come to work on their own volition to avoid infection. At certain locations,the Company has experienced increased absenteeism due to increased COVID-19 infection rates in certain locales. If such absenteeismincreases, the Company may not be able, including through replacement and temporary staff, to continue to operate at desired levelsin some or all locations. The Company continues to address a limited number of complaints about the efficacy of its Covid-relatedprecautions made both directly to the Company or indirectly through complaints to regulatory authorities.

• Regulatory Backlog.Regulatory authorities, including those that oversee the cannabis industry on the state level, are heavily occupied with theirresponse to the pandemic. These regulators as well as other executive and legislative bodies in the states in which we operatemay not be able to provide the level of support and attention to day-to-day regulatory functions as well as to needed regulatorydevelopment and reform that they would otherwise have provided. Such regulatory backlog may materially hinder the developmentof the Company’s business by delaying such activities as product launches, facility openings and approval of business acquisitions,thus materially impeding development of its business. The Company is actively addressing the risk to business continuity representedby each of the above factors through the implementation of a broad range of measures throughout its structure and is reassessingits response to the COVID-19 pandemic on an ongoing basis. The above risks individually or collectively may have a material impacton the Company’s ability to generate revenue. Implementing measures to remediate the risks identified above may materiallyincrease our costs of doing business, reduce our margins and potentially result in losses. While the Company has not to date experiencedany overall material negative impact on its operations or financial results related to the impact of the pandemic, so long asthe pandemic and measures taken in response to the pandemic are not abated, substantial risk of such impact remains, which couldnegatively impact the Company’s ability to generate revenue and/or profits, raise capital and complete its development plans.

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 orinformation. Generally, forward-looking statements and information may be identified by the use of forward-looking terminologysuch 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 certainactions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this newsrelease contains forward-looking statements and information concerning (i) the Issuer’s current litigation and arbitrationproceedings, (ii) the potential impacts of adverse publicity reports or other media attention regarding the safety, efficacy andquality of 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 the Companyhas made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are madeonly as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whetheras a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerablereliance 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.
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 February 4, 2021.

Michael Carlotti
Name of Director or Senior Officer
/s/ Michael Carlotti
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Signature
Chief Financial Officer
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Official Capacity
Issuer Details<br><br> <br>Name of Issuer<br><br> <br>Curaleaf Holdings, Inc.	For Month Ended<br><br> <br>January 31, 2021	Date of Report<br><br> <br>YY/MM/D<br><br> <br>February 4, 2021
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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>Investor Relations	Contact Position<br><br> <br>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