Curaleaf Holdings, Inc 6-K, filed Oct 7, 2022
Curaleaf Holdings, Inc. (CURLF)
About this 6-K
Curaleaf Holdings, Inc filed this 6-K on October 7, 2022.
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 October, 2022.
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: | October 7, 2022 | By: | /s/ Peter Clateman |
| Name: | Peter Clateman | ||
| Title: |
Chief Legal Officer |
||
EXHIBIT INDEX
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: October 4, 2022 Is this an updating or amending Notice: x Yes ¨ No
If yes provide date(s) of prior Notices: November 9, 2021.
Issued and Outstanding Securities of Issuer Prior to Issuance: 616,415,620.
Pricing
Date of news release announcing proposed issuance: November 8, 2021 or
Date of confidential request for price protection: Not applicable
Closing Market Price on Day Preceding the news release: CAD $12.50 or
Day preceding request for price protection: Not applicable
Closing
Number of securities to be issued: 2,689,813.
Issued and outstanding securities following issuance: 619,105,433.
Instructions:
| 1. | For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form. |
| 2. | Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8. |
| 3. | Complete Table 1B – Related Persons only for Related Persons |
| 4. | If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form. |
| 5. | An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction |
| 6. | Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
Part 1. Private Placement – Not applicable
Table 1A – Summary
| Each jurisdiction in which purchasers reside | Number of Purchasers | Price per Security | Total dollar value (CDN$) raised in the jurisdiction |
| Total number of purchasers: | |||
| Total dollar value of distribution in all jurisdictions: | |||
Table 1B – Related Persons – Not applicable
|
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 |
TotalSecuritiesPreviously Owned, Controlled or Directed |
Payment Date(1) |
Describe relations-hip 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: The Issuer has entered into a definitive agreement to acquire the entities described below and collectively referred to in this document as “Tryke” (dba as Reef Dispensaries), a privately held vertically integrated, multi-state cannabis operator, in a cash and stock transaction valued at approximately USD $186 million, based on the closing price of the Issuer’s Subordinate Voting Shares on the OTC market as of October 3, 2022 of USD $5.01. |
The transaction closed on October 4, 2022.
| 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: On November 8, 2021, the Issuer and Curaleaf, Inc. a wholly-owned subsidiary of the Issuer (the “Buyer”), entered into a Membership Interest Purchase Agreement with Seacoast Investments Fund I, LLC (the “Seller”) and certain affiliates of the Seller (the “Purchase Agreement”) whereby the Buyer agreed to purchase all of the outstanding membership interests of (i) Tryke Companies, LLC, an Arizona limited liability company, (ii) Tryke Companies SO NV, LLC, a Nevada limited liability company, (iii) Tryke Companies Reno, LLC, a Nevada limited liability company, and (iv) Tryke Companies Utah, LLC, a Utah limited liability company (collectively, the “Companies”), in exchange for Subordinate Voting Shares of the Issuer and cash, as more fully described below. |
The Purchase Agreement was amended on October 4, 2022, to provide for an adjustment to the consideration payable at closing of the transactions contemplated by the Purchase Agreement (“Closing”) and other indemnification related changes.
The total consideration payable under the Purchase Agreement, as amended, is composed of:
| • | USD $10 million and 2,166,065 Subordinate Voting Shares (the “Closing Parent Shares”) paid on Closing; |
| • | USD $25 million and 5,142,919 Subordinate Voting Shares (the “First Anniversary Parent Shares”) payable on the first anniversary of Closing; |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 5
| • | USD $25 million and 5,666,667 Subordinate Voting Shares (the “Second Anniversary Parent Shares”) payable on the second anniversary of Closing; |
| • | USD $25 million and 5,666,667 Subordinate Voting Shares (the “Third Anniversary Parent Shares” and together with the First Anniversary Parent Shares and the Second Anniversary Parent Shares, the “Anniversary Parent Shares”) payable on the third anniversary of Closing; and |
| • | following the conclusion of the 12-month period beginning January 1, 2022 and ending December 31, 2022 (the “Earn-out Period”), an amount of Subordinate Voting Shares of the Issuer determined in accordance with and subject to the terms and conditions of the Purchase Agreement, with the number of Subordinate Voting Shares to be issued being based on adjusted earnings before interest, taxes, depreciation and amortization for calendar year 2022 of the Companies, but in no event exceeding 1,000,000 Subordinate Voting Shares in the aggregate; |
the whole subject to customary pre-closing and post-closing adjustments for cash, debt, transaction expenses, change of control payments and unit appreciation rights.
In addition, the Issuer will holdback from the Anniversary Parent Shares and reserve for issuance 2,367,000 Subordinate Voting Shares (“Holdback Parent Shares”) for purposes of securing certain indemnification claims by the Seller pursuant to the Purchase Agreement.
On the third business day following the fifteen month anniversary of the Closing (the “Holdback Release Date”), the Issuer will issue any then remaining Holdback Parent Shares to the Seller, minus any reserve(s) for pending or outstanding claims. The number of Holdback Parent Shares not issued pursuant to such reserve(s) will be determined by dividing the amount of the pending or outstanding claim by USD $13.85 per Holdback Parent Share, rounded down to the nearest whole Holdback Parent Share.
The Closing Parent Shares will be subject to a lock-up arrangement pursuant to which (i) one-third (1/3) of the Closing Parent Shares will be released four (4) months plus one (1) day after the date of Closing, (ii) one-third (1/3) of the Closing Parent Shares will be released one year after the date of Closing, and (iii) the remainder of the Closing Parent Shares (1/3) will be released eighteen (18) months after the date of Closing.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 6
| 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: Approximately CAD $254 million, equivalent to approximately USD $186 million using the Bank of Canada’s exchange rate of USD $1.00 for CDN $1.3662 as of October 3, 2022. |
| (b) | Cash: USD $85 million. |
| (c) | Securities (including options, warrants etc.) and dollar value: up to 19,166,066 Subordinate Voting Shares payable on or before the third anniversary of Closing, valued at USD $5.01 (being the closing price of the Issuer’s Subordinate Voting Shares on the OTC market as of October 3, 2022), and having an aggregate dollar value of approximately USD $96 million. |
| (d) | Other: |
| • | 2,367,000 Subordinate Voting Shares (part and parcels of the Anniversary Parent Shares) held back for purposes of securing certain indemnification claims by the Seller pursuant to the Purchase Agreement, which will be released in accordance with and subject to the terms and conditions of the Purchase Agreement; and |
| • | an amount of Subordinate Voting Shares determined in accordance with and subject to the terms and conditions of the Purchase Agreement, with the number of Subordinate Voting Shares to be issued being based on adjusted earnings before interest, taxes, depreciation and amortization for calendar year 2022 of the Companies, but in no event will exceed 1,000,000 Subordinate Voting Shares in the aggregate. |
| (e) | Expiry date of options, warrants, etc. if any: Not applicable. |
| (f) | Exercise price of options, warrants, etc. if any: Not applicable. |
| (g) | Work commitments: Not applicable. |
| 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). |
Arm’s length negotiation.
| 5. | Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: Not applicable. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 7
| 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 |
Number and |
Dollar (CAD $) |
Conversion |
Prospectus |
Total |
Describe to Issuer(1) |
| Seacoast Investments Fund I, LLC | 2,166,065 Subordinate Voting Shares | CAD $6.80 (being the closing price of the Subordinate Voting Shares on October 3, 2022) | Not applicable | Not applicable (per Section 3 of BC Instrument 72-503) | Nil | Arm’s length party |
| Canaccord Genuity Corp. | 523,748 Subordinate Voting Shares | CAD $6.80 (being the closing price of the Subordinate Voting Shares on October 3, 2022) | Not applicable | Accredited investor (per Section 2.3 of National Instrument 45-106) | Nil | Arm’s length party |
| (1) | Indicate if Related Person |
| 7. | Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: Customary legal due diligence, including customary litigation searches, as well as customary representations and warranties and disclosures included in the Purchase Agreement. |
| 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, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): Canaccord Genuity Corp. |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 8
| (b) | Cash: Not applicable. |
| (c) | Securities: 523,748 Subordinate Voting Shares (the “Canaccord Parent Shares”) paid at Closing, which Canaccord Parent Shares will be subject to a hold period of four months and one day pursuant to applicable Canadian securities laws. |
| (d) | Other: Not applicable. |
| (e) | Expiry date of any options, warrants etc.: Not applicable. |
| (f) | Exercise price of any options, warrants etc.: Not applicable. |
| 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. Canaccord Genuity Corp. has provided brokerage services to the Issuer in the past, but is not a Related Person of the Issuer and is otherwise at arm’s length with the Issuer. |
| 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. Not applicable. |
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 |
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 9
| 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. |
[signature page follows]
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 10
Dated October 4, 2022.
| 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 2
Exhibit 99.2
FORM 6
CERTIFICATE OF COMPLIANCE
TO: CANADIAN SECURITIES EXCHANGE (the “CSE”)
Curaleaf Holdings, Inc. (the “Listed Issuer”) 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: | October 4, 2022 | |
| Signed: | /s/ Peter Clateman | |
| (Signature) | ||
| Peter Clateman | ||
| (Print Name) | ||
| Chief Legal Officer | ||
| (Print Office) | ||
FORM 6 – CERTIFICATE OF COMPLIANCE
January 2015
Exhibit 99.3
| October 4, 2022 | BY EMAIL |
Canadian Securities Exchange (the
“CSE”)
100 King Street West, Suite 7210
Toronto, Ontario M5X 1E1
Attention: Mark Faulkner, Vice President, Listings & Regulation
Dear Mr. Faulkner:
| Re: | Curaleaf Holdings, Inc. (the “Company”) |
| Acquisition of the Tryke Companies (as defined below) | |
| Stock symbol – CURA |
Reference is made to the CSE Form 9 – Notice of Proposed Issuance of Listed Securities (the “Form 9”) filed by the Company on September 30, 2022. 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 all of the outstanding membership interests of (i) Tryke Companies, LLC, an Arizona limited liability company, (ii) Tryke Companies SO NV, LLC, a Nevada limited liability company, (iii) Tryke Companies Reno, LLC, a Nevada limited liability company, and (iv) Tryke Companies Utah, LLC, a Utah limited liability company (collectively, the “Tryke Companies”), has closed and that transfer of title to the above referenced memberships interests in the Tryke Companies 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: | “Peter Clateman” |
| Per: | Peter Clateman Chief Legal Officer Curaleaf Holdings, Inc. |
Exhibit 99.4
Curaleaf Completes Acquisition of Tryke Companies
Bolsters Company's Presence in Three Key Growth Markets of Arizona, Nevada and Utah
Expands Curaleaf’s Operations to 29 Cultivation Sites and 144 Dispensaries Nationwide
WAKEFIELD, Mass., Oct. 5, 2022 -- Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today announced the completion of its previously announced acquisition of Tryke Companies ("Tryke") (dba as Reef Dispensaries), a privately held vertically integrated, multi-state cannabis operator. With the close of the transaction, Curaleaf's national footprint has reached 29 cultivation sites and 144 dispensaries nationwide.
Boris Jordan, Founder and Executive Chairman of Curaleaf, stated, "We are pleased to welcome Tryke to the Curaleaf family as we expand our operations and bolster our competitive position in three key growth markets. This strategic transaction expands our U.S. presence and yields meaningful benefits for all of our stakeholders. The acquisition is immediately accretive to our EBITDA margins and free cash flow generation."
Matt Darin, CEO of Curaleaf, said, "As we continue to unite the strength of our brands, products and cultivation channels to lead the industry, we're excited to join forces with Tryke to deliver additional value for our customers and retailers in Arizona, Nevada and Utah. This deal represents a significant opportunity with strong long-term growth potential, and we are now strategically positioned us to accelerate our growth in the West."
Tryke Companies Highlights:
| • | Four retail dispensaries in Las Vegas, Sparks, and Sun Valley, Nevada; two retail dispensaries in Phoenix, Arizona. |
| • | Expansive product offering including a wide variety of in-house and third-party flower, concentrates, vape cartridges, edibles, topicals and CBD products. |
| • | Extensive portfolio of processing licenses with 30,000 square feet of cultivation; capacity to expand to 80,000 square feet over the next three years. |
Transaction Details:
The transaction consideration includes an initial payment at closing of US$10 million in cash and 2.7 million shares, and additional cash and shares consideration of US$75 million and 16.5 million Subordinate Voting Shares, to be paid in three installments on the first, second and third anniversaries of the closing, for a total consideration of US$181 million. Contingent consideration of up to 1 million Subordinate Voting Shares may be paid in 2023 based on the business exceeding certain EBITDA targets for the year 2022.
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 improve lives by providing clarity around cannabis and confidence around consumption. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, and Grassroots provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf currently operates in 21 states with 144 dispensaries, 29 cultivation sites, and employs over 6,000 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 media advisory contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward–looking statements and information concerning the acquisition of Tryke Companies. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed March 9, 2022, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
INVESTOR CONTACT
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
IR@curaleaf.com
MEDIA CONTACT
Curaleaf Holdings, Inc.
Tracy Brady, SVP Corporate Communications
media@curaleaf.com
Exhibit 99.5
FORM 7
MONTHLY PROGRESS REPORT
Name of Listed Issuer: Curaleaf Holdings, Inc. (the “Issuer” or “Curaleaf”).
Trading Symbol: CURA
Number of Outstanding Listed Securities: 619,586,083
Date: October 6, 2022
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 September 30, 2022, the Company has operations in 22 states including operating 144 dispensaries and 29 cultivation sites 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 the Issuer’s business and operations
On September 19, 2022, Curaleaf celebrated the opening of its Allentown, Pennsylvania dispensary.
Please see the Issuer’s press release dated September 19, 2022, filed on the Issuer’s website for more information.
On September 19, 2022, Curaleaf completed its acquisition of a 55% majority stake in Four 20 Pharma GmbH (“Four 20”), a fully EU-GMP & GDP licensed German producer and distributor of medical cannabis.
Please see the Form 9 filed with the CSE on September 15, 2022 and the Issuer’s press release dated September 19, 2022, filed on the Issuer’s website and available on SEDAR under the Issuer’s profile, for more information.
On October 4, 2022, Curaleaf completed its acquisition of Tryke Companies (dba Reef Dispensaries), a privately held vertically integrated, multi-state cannabis operator. With the close of the transaction, Curaleaf’s national footprint has reached 29 cultivation sites and 144 dispensaries nationwide.
Please see the Form 9 filed with the CSE on October 4, 2022, as well as the Issuer’s press release dated October 5, 2022 filed on the Issuer’s website and available on SEDAR under the Issuer’s profile, for more information.
| 2. | Provide a general overview and discussion of the activities of management. |
Boris Jordan, Executive Chairman, delivered a keynote address at the Benzinga Cannabis Capital Conference in Chicago on 9/14. Mr. Jordan’s commentary from his keynote address were included in media articles from Benzinga, Cannabis Now, Shanken News Daily, Highly Objective and The Green Paper. Mr. Jordan was interviewed on 9/14 by Dave Briggs of Yahoo! Finance for the media segment titled, “Cannabis: SAFE Banking Act closer to getting passed 'than we've ever been,' Curaleaf founder says.” Mr. Jordan was also interviewed on 9/13 by Shadd Dales of The Dales Report for the 9/20 media article titled, “Trade to Black Podcast: Curaleaf Executive Chairman Doubles Down on Chances of Lame Duck Cannabis Reform.” Mr. Jordan’s quotes from the 9/19 press release titled, “Curaleaf Completes Majority Stake Acquisition of Germany's Four 20 Pharma,” were picked up by Benzinga for the 9/19 media article titled, “Curaleaf Acquires Majority Stake in German Medical Cannabis Company, Opens Dispensary in Allentown, PA.” Mr. Jordan took part in a Twitter Space hosted by Toby Chanudomchok on 9/28.
Matt Darin, CEO, conducted an interview with Global Cannabis Times on 7/11 for the 9/6 media article titled, “Empire State Slowdown.” Mr. Darin conducted an email interview with the Sarasota Herald Tribune on 8/25 for the 9/2 media article titled, “Florida Medical Marijuana Workers Don't Have Union Protection. Will One Form?” Mr. Darin conducted a phone interview with the Chicago Tribune for the 9/21 media article titled, “Weed dispensaries are marketing at concerts and festivals, but the hope is to one day sell products there too.” Mr. Darin’s quotes from the 9/19 press release titled, “Curaleaf Celebrates Opening of Allentown, Pennsylvania Dispensary,” were picked up by Benzinga and Cannabis Business Times.
Joseph Lusardi, Executive Vice Chairman, took part in a fireside chat on 9/7 at the 3rd Annual Needham Virtual Cannabis Conference.
| 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. |
N/A
| 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. |
On September 19, 2022, Curaleaf completed its acquisition of a 55% majority stake in Four 20. Four 20 was an arm’s length party of the Issuer at the time of acquiring such majority stake.
Please see the Issuer’s press release dated September 19, 2022, filed on the Issuer’s website and available on SEDAR under the Issuer’s profile, for more information.
| 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. |
Four 20 Pharma
On September 19, 2022, Curaleaf completed its acquisition of a 55% majority stake in Four 20. Total consideration for the transaction is valued at EUR 19,736,118, paid in a mix of cash and subordinate voting shares of the Issuer.
Please see the Form 9 filed with the CSE on September 18, 2022 and the Issuer’s press release dated September 19, 2022, filed on the Issuer’s website and available on SEDAR under the Issuer’s profile, for more information.
Tryke Companies
On October 4, 2022, Curaleaf completed its acquisition of Tryke Companies (dba Reef Dispensaries), a privately held vertically integrated, multi-state cannabis operator. With the close of the transaction, Curaleaf’s national footprint has reached 29 cultivation sites and 144 dispensaries nationwide. Total consideration for the transaction is valued at approximately US 181 million, including an initial payment at closing of US$10 million in cash and 2.7 million Subordinate Voting Shares, and additional cash consideration of US$75 million and share consideration composed of 16.5 million Subordinate Voting Shares, to be paid in three instalments on the first, second and third anniversaries of the closing. Contingent consideration of up to 1 million Subordinate Voting Shares may be paid in 2023 based on the Tryke business exceeding certain EBITDA targets for the fiscal year 2022.
Please see the Form 9 filed with the CSE on October 4, 2022, as well as the Issuer’s press release dated October 5, 2022 filed on the Issuer’s website and available on SEDAR under the Issuer’s profile, for more information.
| 8. | Describe the acquisition of new customers or loss of customers. |
On September 19, 2022, Curaleaf opened its Allentown, Pennsylvania dispensary. Moreover, the acquisition of the Tryke Companies provides Curaleaf with seven additional dispensaries located in the states of Arizona, Nevada and Utah.
| 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 September 30, 2022, the Issuer had a total of 5,953 employees, which includes 306 new hires and 258 terminations in the month of September.
| 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. Among other disputes, Curaleaf is defending against claims in arbitration relating primarily to a lock-up agreement that the former minority shareholders of Curaleaf’s Connecticut operations signed in connection with their receipt of Subordinate Voting Shares of the Issuer in exchange for their minority interest.
Connecticut
On September 6, 2022, the arbitrator issued a Final Partial Award dismissing all of the DRH plaintiffs’ claims and awarding costs of the arbitration to Curaleaf. The Company expects the arbitrator to issue a final award of the costs to be paid by the DRH plaintiffs to Curaleaf in the fourth quarter.
Sentia Wellness
Measure 8 Ventures LP et al. v. Khanna et al., Or. No. 22CV00946
On January 6, 2022, Measure 8 Ventures, LP, and six other purchasers of debentures from Sentia Wellness, Inc. (“Sentia”), filed suit against Nitin Khanna and six other former officers, directors, and/or advisors of Sentia in the Circuit Court of the State of Oregon for Multnomah County alleging violations of Oregon securities law by making false and misleading statements and omissions to induce the plaintiffs to purchase over U.S. $74 million of debentures in Sentia. Specifically, the complaint alleges among other things that Khanna, the former executive chairman of Sentia, committed securities fraud by inducing investors with false statements about Sentia’s potential business, financials, and operations. Plaintiffs seek actual damages in the amount of U.S. $60 million. On May 16, 2022, the defendants filed their answer to the plaintiffs’ complaint along with affirmative defenses and various counter-claims against the plaintiffs as well as claims against third-parties Curaleaf Holdings, Inc., Cura Partners, Inc., and individuals Boris Jordan, Sunny Puri, Peter Clateman, and Juan Pablo Martinez. The third-party claims include claims for unjust enrichment, breach of fiduciary duty, and tortious interference. The third-party complaint alleges, among other things, that Boris Jordan with the assistance of others engaged in self-dealing to reduce the consideration Curaleaf paid to acquire Cura Partners, Inc. from its owners, which included entities controlled by Mr. Jordan, while seeking for such entities a greater share of the consideration at the expense of Nitin Khanna and certain other former Cura Partners, Inc. owners. The third-party complaint also alleges claims against Curaleaf Holdings, Inc. and Cura Partners, Inc. for indemnification as well as reimbursement and advancement of attorneys’ fees and expenses under Oregon law and Cura Partners, Inc.’ bylaws. Nitin Khanna and the third-party plaintiffs seek actual damages in an amount of U.S. $515 million and other relief. However, Curaleaf Holdings, Inc. does not appear to be targeted by all of the third-party plaintiffs claims. On August 16, 2022, Khanna and third-party plaintiffs filed an amended complaint that raised the prayer for relief to $1,546,800,000. The specifics of the claims against Curaleaf Holdings, Inc. and Cura Partners, Inc. remain substantively unchanged. The deadline to respond to the amended complaint is November 14, 2022. We are unable at this time to express any opinion as to the outcome of this matter or as to the possible range of loss, if any. However, based on an initial evaluation of the third party claims, Curaleaf Holdings, Inc believes that the third party claims against Curaleaf Holdings, Inc total approximately US$ 78 million and are without merit. Curaleaf intends to vigorously defend itself against any such claims.
| 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 | 392,174 | Shares issued in connection with RSU conversions and option exercises during the month of September 2022.
|
The proceeds from payment of the exercise/conversion price will be used for general working capital purposes. |
| Subordinate Voting Shares | 723,465 | Shares issued as partial consideration in connection with Four 20 Pharma transaction on September 19, 2022.
|
N/A |
| Subordinate Voting Shares | 2,689,813 | Shares issued as partial consideration in connection with the acquisition of the Tryke Companies on October 4, 2022.
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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. |
Use of Botanical Terpenes
No update since the Company’s previous Form 7.
Hemp-Derived THC Products
As reported in the Company’s previous Forms 7, there continues to be a proliferation of companies selling THC-containing consumer products (some coupled with CBD ingredients and some without) that are distributed outside existing state sanctioned medical and adult use marijuana programs. These products are almost exclusively sold as “gummies.” The Company continues to monitor the development of this market and the approach of state and federal law enforcement to the distribution of these products.
COVID-19
No update since the Company’s previous Form 7.
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 completed acquisitions, (ii) the Issuer's current litigation and arbitration proceedings, (iii) the potential impacts of the COVID-19 pandemic on the Issuer's business and operations, (iv) the potential impacts on the Company of the Pennsylvania recall and potential legislative changes regarding the use of flavoring and terpenes in cannabis products, and (v) the potential impacts on the Company of the proliferation of companies selling THC-containing consumer products. 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 "Risk Factors" in the Issuer's management's discussion and analysis for the year ended December 31, 2021 filed on March 7, 2022 and under "Risk Factors" in the Issuer’s annual information form for the year ended December 31, 2021 filed on March 9, 2022, each of which is available under the Company’s SEDAR profile at www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this 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. |
| 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: October 6, 2022.
| Peter Clateman | |
| Name of Director or Senior Officer | |
| /s/ Peter Clateman | |
| Signature | |
| Chief Legal Officer | |
| Official Capacity |
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Issuer Details Name of Issuer
Curaleaf Holdings, Inc. |
For Month Ended September 30, 2022 |
Date of Report YY/MM/D October 6, 2022 |
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Issuer Address 301 Edgewater Place
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City/Province/Postal Code
Wakefield, MA 01880 USA |
Issuer Fax No. N/A |
Issuer Telephone No. (781) 451-0150 |
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Contact Name Investor Relations
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Contact Position Investor Relations
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Contact Telephone No. (781) 451-0150 |
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Contact Email Address IR@curaleaf.com
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Web Site Address www.curaleaf.com | |