Curaleaf Holdings, Inc 6-K, filed Aug 20, 2021

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 August, 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:	August 20, 2021	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 August 17, 2021
99.2	Form 6, Certificate of Compliance, dated August 18, 2021
99.3	Letter to CSE, dated August 18, 2021

Exhibit 99.1

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FORM 9

NOTICE OF ISSUANCE OR PROPOSEDISSUANCE OF LISTED SECURITIES

(orsecurities convertible or exchangeable into listed securities^1^)

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Name of Listed Issuer:	Symbol(s):
****<br><br> <br>Curaleaf Holdings, Inc. (the “Issuer”).	****<br><br> <br>CURA

Date: August 17, 2021

Is this an updating or amending Notice:	¨ Yes	x No
If yes provide date(s) of prior Notices:	.
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Issued and Outstanding Securities of Issuer Prior to Issuance: 609,930,883.

Pricing

Date of news release announcing proposed issuance: Not applicable. See below for additional details. or

Date of confidential request for price protection:

Closing Market Price on Day Preceding the news release:                                       or

Day preceding request for price protection:

Closing

Number of securities to be issued: 722,577 Subordinate Voting Shares

Issued and outstanding securities following issuance: 610,653,460

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.
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3.	Complete Table 1B – Related Persons only for Related Persons
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4.	If shares are being issued in connection with an acquisition (either as consideration or to raise funds<br>for a cash acquisition) please proceed to Part 2 of this form.
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5.	An issuance of non-convertible debt does not have to be reported unless it is a significant transaction<br>as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction
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6.	Post the completed Form 9 to the CSE website in accordance with Policy 6 –
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES September 2018 Page 1

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 2

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:

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Table 1B – Related Persons

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****<br><br> <br>Full Name	****<br><br> <br>Number of	****<br><br> <br>Purchase	Conversion	****<br><br> <br>TotalSecurities	****<br><br> <br>Payment	****<br><br> <br>Describe
&Municipali	Securities	price per	Price (if	Previously	Date(1)	relations
ty of	Purchased	Security	Applicable)	Owned,		-hip to
Residence	or to be	(CDN$)	(CDN)	Controlled or		Issuer (2)
of Placee	Purchased			Directed

All values are in US Dollars.

^1^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.

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 3

3.	Provide particulars of any proceeds which are to be paid to Related Persons<br> of the Issuer:
.
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4.	If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or<br>and the agreement to exchange the debt for securities.
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5.	Description of securities to be issued:
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(a)	Class	.
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(b)	Number	.
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(c)	Price per security	.
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(d)	Voting rights
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6.	Provide the following information if warrants, (options) or other convertible securities are to be<br>issued:
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(a)	Number	.
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(b)	Number of securities eligible to be purchased on exercise of warrants (or options)
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(c)	Exercise price	.
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(d)	Expiry date	.
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7.	Provide the following information if debt securities are to be issued:
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(a)	Aggregate principal amount	.
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(b)	Maturity date	.
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(c)	Interest rate	.
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(d)	Conversion terms	.
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(e)	Default provisions	.
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8.	Provide the following information for any agent’s fee, commission, bonus<br>or finder’s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES September 2018 Page 4

(a)	Details of any dealer, agent, broker or other person receiving compensation in<br>connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the<br>voting shares if known to the Issuer): .
(b)	Cash	.
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(c)	Securities	.
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(d)	Other	.
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(e)	Expiry date of any options, warrants etc.	.
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(f)	Exercise price of any options, warrants etc.	.
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9.	State whether the sales agent, broker, dealer<br> or other person receiving compensation in connection with the placement is Related Person<br> or has any other relationship with the Issuer and provide details of the relationship                                                                                             .
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		.
10.	Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).
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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<br>of the private placement shares, indicate the names of the new controlling shareholders.
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	.
13.	Each purchaser has been advised of the applicable securities legislation restricted<br>or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting<br>their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES September 2018 Page 5

Part 2.    Acquisition

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1.	Provide details of the assets to be acquired by the Issuer (including the location<br>of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the<br>transaction without reference to any other material:

BLACKJACK COLLECTIVE

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On November 1, 2017, the Issuer’s indirect subsidiary PT Nevada, Inc., entered into a membership interest purchase agreement to indirectly acquire 51.2% of Naturex II, LLC, doing business as Blackjack Collective (“Blackjack”) by purchasing from Mr. Andrey Blokh 100% of the membership interests of VSLV Holding, LLC, which at the time held a 64% interest in VSLV Management LLC, which in turn owns 80% of Blackjack, a cannabis dispensary located in Las Vegas, Nevada.

In consideration for the purchase of the membership interests, PT Nevada, Inc. had agreed to cause Curaleaf, Inc., a direct subsidiary of the Issuer, to issue 125,527 shares of common stock of Curaleaf, Inc.

On October 11, 2019, following the completion in October 2018 of the reverse take over transaction of the Issuer with Curaleaf, Inc., the parties agreed to amend the initial membership interest purchase agreement to provide that PT Nevada, Inc. (i) would acquire from Mr. Blokh 100% of the membership interests of VSLV Management LLC, given that Mr. Blokh had acquired the remaining membership interests of VSLV Management LLC, and (ii) would cause the Issuer to issue to Mr. Blokh 286,246 Subordinate Voting Shares instead of the initially agreed upon common stock of Curaleaf, Inc.

Concurrently with the acquisition by PT Nevada, Inc. of 100% of the membership interests of VSLV Management LLC from Mr. Blokh, PT Nevada Inc. will also be acquiring 16% of the membership interests of Blackjack from Robert Frey and 2% of the membership interests of Blackjack from Brian Kessler, for aggregate consideration of USD $1,260,000.

HOUSE OF HERBS

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On August 22, 2017, the Issuer’s indirect subsidiary PT Nevada, Inc. entered into an agreement to acquire 57% of the membership interests in Las Vegas Natural Care Givers, LLC, doing business as House of Herbs (“HoH”), a company that cultivates high-quality cannabis for Las Vegas area dispensaries.

FORM 9 – NOTICEOF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 6

In consideration for the purchase of the membership interests, PT Nevada, Inc. had agreed to cause Curaleaf, Inc., a direct subsidiary of the Issuer, to issue 129,574 shares of common stock of Curaleaf, Inc.

On October 29, 2019, following the completion in October 2018 of the reverse take over transaction of the Issuer with Curaleaf, Inc., the parties agreed to amend the initial unit purchase agreement to provide that PT Nevada, Inc. (i) would acquire from Mr. Blokh 100% of the membership interests of HoH, given that Mr. Blokh had acquired the remaining membership interests of HoH, and (ii) would cause the Issuer to issue to Mr. Blokh 436,331 Subordinate Voting Shares instead of the initially agreed upon common stock of Curaleaf, Inc.

The Issuer expects to close the transactions described herein on August 18, 2021. In connection with the transactions described herein, Mr. Blokh will receive an aggregate of 722,577 Subordinate Voting Shares of the Issuer.

2.	Provide details of the acquisition including the<br> date, parties to and type of agreement (eg: sale, option, license etc.) and relationship<br> to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate<br> the significance of the acquisition without reference to any other material: See above.
3.	Provide the following information in relation to the total consideration for the<br>acquisition (including details of all cash, securities or other consideration) and any required work commitments:
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(a)	Total aggregate consideration in Canadian dollars: CAD $12,487,677.
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(b)	Cash: USD $1,260,000 (or CAD$ 1,576,764 using the Bank of Canada’s exchange<br>rate of CAD $1.2514 for USD $1.00 as of August 13, 2021).
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(c)	Securities (including options, warrants etc.) and dollar value: 722,577 Subordinate Voting Shares<br>of the Issuer having an aggregate dollar value of CAD $10,910,913 based on the closing price of the Subordinate Voting Shares on the Canadian<br>Securities Exchange on August 13, 2021.
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(d)	Other: N/A.
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(e)	Expiry date of options, warrants, etc. if any: N/A.
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(f)	Exercise price of options, warrants, etc. if any: N/A.
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(g)	Work commitments: N/A.
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FORM 9 – NOTICEOF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 7

4.	State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent<br>committee of the Board, third party valuation etc). Arm’s length negotiation.
5.	Provide details of any appraisal or valuation of the subject of the acquisition known to management<br>of the Issuer: N/A.
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6.	The names of parties receiving securities of the Issuer pursuant to the acquisition<br>and the number of securities to be issued are described as follows:
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Name of Party (If not an individual, name all insiders of<br><br> <br>the Party)	Number and Type of Securities to be Issued	Dollar value per Security (CDN$)	Conversion price (if applicable)	Prospectus Exemption	Total Securities, Previously Owned, Controlled or Directed by<br><br> <br>Party	Describe relationship to Issuer^(1)^
---	---	---	---	---	---	---
Andrey Blokh	722,577	15.10 as of	N/A	Section 3 of	127,173,634	Mr. Andrey
		August 13,		BC	Subordinate	Blokh is a
		2021		Instrument	Voting Shares	reporting
				72-503		insider and
						related party
						of the Issuer,
						by virtue of his
						ownership of
						127,173,634
						Subordinate
						Voting Shares
						of the Issuer,
						representing
						approximately
						20.87% of the
						currently
						issued and
						outstanding
						Subordinate
						Voting Shares
						of the Issuer.

(1) Indicate if Related Person

7.	Details of the steps taken by the Issuer to ensure that the vendor has good title<br>to the assets being acquired: Customary due diligence investigations, including customary liens and litigation searches.
8.	Provide the following information for any agent’s fee, commission, bonus<br>or finder’s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.):
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FORM 9 – NOTICEOF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 8

(a)	Details of any dealer, agent, broker or other person receiving compensation in connection<br>with the acquisition (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting<br>shares if known to the Issuer): N/A.
(b)	Cash N/A.
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(c)	Securities N/A.
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(d)	Other N/A.
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(e)	Expiry date of any options, warrants etc. N/A.
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(f)	Exercise price of any options, warrants etc. N/A.
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9.	State whether the sales agent, broker or other person receiving compensation in connection with the<br>acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A.
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10.	If applicable, indicate whether the acquisition is the acquisition of an interest<br>in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A.
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[signature page follows]

FORM 9 – NOTICEOF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 9

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Certificate of Compliance

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The undersigned hereby certifies that:

1.	The undersigned is a director and/or senior officer of the Issuer and has been<br>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<br>has not been publicly disclosed.
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3.	the Issuer has obtained the express written consent of each applicable individual to:
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(a)	the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this<br>filing; and
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(b)	the collection, use and disclosure of their information by the Exchange in the<br>manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time
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4.	The undersigned hereby certifies to the Exchange that the Issuer is in compliance<br>with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements<br>(as defined in CSE Policy 1).
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5.	All of the information in this Form 9 Notice of Issuance of Securities is true.
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Dated	August 17, 2021.
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		Peter Clateman
		Name of Director or Senior Officer
		Signature
		Chief Legal Officer
		Official Capacity

FORM 9 – NOTICEOF 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<br>Issuer;
•	To determine whether an issuer is suitable for listing;
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•	To determine whether allowing an issuer to be listed or allowing an individual<br>to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;
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•	To conduct enforcement proceedings;
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•	To ensure compliance with Exchange Requirements and applicable securities legislation;<br>and
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•	To fulfil the Exchange’s obligation to regulate its marketplace.
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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 – NOTICEOF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 1

Exhibit 99.2

FORM 6

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CERTIFICATEOF COMPLIANCE

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TO:      CANADIAN SECURITIES EXCHANGE (the “CSE”)

Curaleaf Holdings, Inc. (the “ListedIssuer”) hereby certifies to the CSE that the Listed 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 Policy 1).

Date:	August<br> 18, 2021
Signed:	(signed) “Kyle Crossley”
	(Signature)
	Kyle Crossley
	(Print Name)
	Secretary
	(Print Office)
FORM 6 – CERTIFICATE OF COMPLIANCE
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January 2015

Exhibit 99.3

August 18, 2021	BY EMAIL
Canadian Securities Exchange (the “CSE”) <br><br>100 King Street West, Suite 7210 <br><br>Toronto, Ontario M5X 1E1
Attention: Mark Faulkner, Vice President, Listings &<br>Regulation

Dear Mr. Faulkner:

Re:	Curaleaf Holdings, Inc. (the “Company”) – Acquisitions of Naturex II LLC, doing business as Blackjack Collective (“Blackjack”) and Las Vegas natural Care Givers LLC, doing business as House of Herbs (“HoH”) Stock symbol – CURA

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Reference is made to the CSE Form 9 – Notice of Proposed Issuance of Listed Securities (the “Form 9”) filed by the Company on August 17, 2020. In accordance with Item 3.3(a) of Policy 6 of the Canadian Securities Exchange’s Policies and Procedures, this letter confirms that the acquisition of membership interests in Blackjack and HoH (as more fully described in the Form 9) has closed and that transfer of title to the referenced membership interests of each of Blackjack and HoH has passed to the Company or a wholly-owned subsidiary of the Company, all as more particularly described in the Form 9.

Please confirm if you require anything further at this time.

Yours truly,

Signed:	Kyle<br> Crossley
Per:	Kyle Crossley
	Secretary
	Curaleaf Holdings, Inc.