6-K
Curaleaf Holdings, Inc. (CURLF)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2021.
Commission File Number: 333-249081
CURALEAFHOLDINGS, 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.
| CURALEAFHOLDINGS, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| Date: | October 12,<br>2021 | By: | /s/Peter Clateman |
| Name: | Peter<br>Clateman | ||
| Title: | Chief<br>Legal Officer |
EXHIBIT INDEX
Exhibit 99.1
Curaleaf CompletesAcquisition of Los Sueños
Expands ColoradoOutdoor Cultivation Capacity with 66 acres
in 2^nd^Largest U.S. Cannabis Market
Acquisition CompletesCuraleaf’s Vertical Integration and Bolsters State’s Biomass Production
WAKEFIELD,Mass., October 4, 2021 -- Curaleaf Holdings, Inc. (CSE: CURA / OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading international provider of consumer products in cannabis, has successfully completed the previously announced acquisition of Los Sueños Farms and its related entities (“Los Sueños”), the largest outdoor grow in Colorado.
Boris Jordan, Executive Chairman of Curaleaf, stated, “We’re very excited about the closing of the Los Sueños acquisition. The vertical integration of our business in Colorado significantly strengthens Curaleaf’s market presence in the second largest state cannabis market in the U.S. This deal provides Curaleaf with a high-quality, efficient, and low-cost supply of biomass to support our wholesale and retail customers in Colorado and, once interstate commerce is allowed, on a regional scale. Overall, our newly expanded cultivation capacity will allow us to better serve Colorado’s $2.2 billion annual cannabis market opportunity.”
Following the successful completion of the Los Sueños acquisition, Curaleaf gains three Pueblo, Colorado outdoor cannabis grow facilities covering 66 acres of cultivation capacity including land, equipment and licensed operating entities; an 1,800 plant indoor grow; and two retail cannabis dispensary locations serving adult use customers. As the largest cannabis biomass producer in the state, the Los Sueños facilities will help fuel the Company’s Select brand’s already market-leading presence in Colorado with a variety of best-in-class cannabis products distributed to nearly 2,000 locations across 18 states.
Bob DeGabrielle, Los Sueños founder and Colorado cannabis industry expert, will continue to oversee the Los Sueños operation and will take responsibility for Curaleaf’s Colorado wholesale and retail businesses.
Joseph Bayern, CEO of Curaleaf, commented, “The Los Sueños acquisition provides important new cultivation capacity to accelerate our growth and share in the fast-growing Colorado market. By leveraging the outdoor grow expertise of the talented Los Sueños team, we will optimize our new outdoor scale and cultivation technologies to lower our total cost of delivery, with the genetics that we perfect there serving as a center of excellence for all our future U.S. outdoor cultivation capabilities.”
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 and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf currently operates in 23 states with 109 dispensaries, 22 cultivation sites and over 30 processing sites, and employs over 5,000 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.
CuraleafIR Twitter Account: https://twitter.com/Curaleaf_IR
InvestorToolkit: https://ir.curaleaf.com/investor-toolkit
InvestorRelations Website: 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 completion of the acquisition of Los Sueños Farms and its related entities (“Los Sueños”). 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 April 28, 2021, 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.
Carlos Madrazo, SVP Head of IR & Capital Markets
Media Contact:
Curaleaf Holdings, Inc.
Tracy Brady, VP Corporate Communications
Exhibit 99.2
FORM 9
NOTICE OFISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES
(or securitiesconvertible or exchangeable into listed securities^1^)
| Name of<br> Listed Issuer: | Symbol(s): |
|---|---|
| Curaleaf<br> Holdings, Inc. (the "Issuer") | CURA |
Date: October 4, 2021 Is this an updating or amending Notice: þ Yes o No
If yes provide date(s) of prior Notices: _________________________________________.
Issued and Outstanding Securities of Issuer Prior to Issuance: 607,170,625
Pricing
Date of news release announcing proposed issuance: May 17, 2021 and October 4, 2021
or Date of confidential request for price protection: _________________________
Closing Market Price on Day Preceding the news release: CAD$15.20 or
Day preceding request for price protection: ___________________________
Closing
Number of securities to be issued: 2,539,474
Issued and outstanding securities following issuance: 609,710,099
Instructions:
| 1. | For<br> private placements (including debt settlement), complete tables 1A and 1B in Part 1<br> of this form. |
|---|---|
| 2. | Complete<br> Table 1A – Summary for all purchasers, excluding those identified in Item 8. |
| --- | --- |
| 3. | Complete<br> Table 1B – Related Persons only for Related Persons |
| --- | --- |
| 4. | If<br> shares are being issued in connection with an acquisition (either as consideration or to<br> raise funds for a cash acquisition) please proceed to Part 2 of this form. |
| --- | --- |
| 5. | An<br> issuance of non-convertible debt does not have to be reported unless it is a significant<br> transaction as defined in Policy 7, in which case it is to be reported on Form 10 –<br> Notice of Proposed Transaction |
| --- | --- |
| 6. | Post<br> the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to [email protected] with<br> an appendix that includes the information in Table 1B for ALL placees. |
| --- | --- |
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OFLISTED SECURITIES
October 2019
Page 1
Part 1. PrivatePlacement
Table1A – Summary
| Each jurisdiction<br> in which purchasers reside | Number of<br><br> Purchasers | Price per <br><br> Security | Total dollar<br> value<br><br> (CDN$) raised in<br><br> the jurisdiction |
|---|---|---|---|
| Total number of purchasers: | |||
| Total dollar value of distribution in all jurisdictions: |
Table 1B – RelatedPersons
| Full Name | Number of | Total Securities | |||||
|---|---|---|---|---|---|---|---|
| &Municipality | Securities | Purchase | Conversion | Previously | Describe | ||
| of | Purchased | price per | Price (if | Owned, | relationship | ||
| Residence | or to be | Security | Applicable) | Prospectus | Controlled or | Payment | to |
| of Placee | Purchased | (CDN$) | (CDN$) | Exemption | Directed | Date(1) | Issuer (2) |
^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<br> amount of funds to be raised: ______________________. |
|---|---|
| 2. | Provide<br> full details of the use of the proceeds. The disclosure should be sufficiently complete to<br> enable a reader to appreciate the significance of the transaction without reference to any<br> other material. ________________________. |
| --- | --- |
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OFLISTED SECURITIES
October 2019
Page 2
| 3. | Provide<br> particulars of any proceeds which are to be paid to Related Persons of the Issuer: _______________________________________________________________________________________ |
|---|---|
| 4. | If<br> 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. |
| --- | --- |
| 5. | Description<br> of securities to be issued: |
| --- | --- |
| (a) | Class<br> ___________________________________________________. |
| --- | --- |
| (b) | Number<br> _________________________________________________. |
| --- | --- |
| (c) | Price<br> per security __________________________________________. |
| --- | --- |
| (d) | Voting<br> rights _____________________________________________. |
| --- | --- |
| 6. | Provide<br> the following information if warrants, (options) or other convertible securities are to be<br> issued: |
| --- | --- |
| (a) | Number<br> _________________________________________________. |
| --- | --- |
| (b) | Number<br> of securities eligible to be purchased on exercise of warrants (or options) __________________________________ |
| --- | --- |
| _______________________________________________________. | |
| (c) | Exercise<br> price ____________________________________________. |
| --- | --- |
| (d) | Expiry<br> date ______________________________________________. |
| --- | --- |
| 7. | Provide<br> the following information if debt securities are to be issued: |
| --- | --- |
| (a) | Aggregate<br>principal amount__________________________________. |
| --- | --- |
| (b) | Maturity<br> date ____________________________________________. |
| --- | --- |
| (c) | Interest<br> rate ______________________________________________. |
| --- | --- |
| (d) | Conversion<br>terms_________________________________________. |
| --- | --- |
| (e) | Default<br>provisions_________________________________________. |
| --- | --- |
| 8. | Provide<br> the following information for any agent's fee, commission, bonus or finder's fee, or other<br> compensation paid or to be paid in connection with the placement (including warrants, options, etc.): |
| --- | --- |
| (a) | Details<br> of any dealer, agent, broker or other person receiving compensation in connection with the<br> placement (name, and if a corporation,<br> identify persons owning or exercising voting control over 20% or more of the voting shares<br> if known to the Issuer): ________. |
| --- | --- |
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OFLISTED SECURITIES
October 2019
Page 3
| (b) | Cash<br> _______________________________________________. |
|---|---|
| (c) | Securities<br> ___________________________________________. |
| --- | --- |
| (d) | Other<br> ______________________________________________. |
| --- | --- |
| (e) | Expiry<br> date of any options, warrants etc. ____________________. |
| --- | --- |
| (f) | Exercise<br> price of any options, warrants etc. __________________. |
| --- | --- |
| 9. | State<br> whether the sales agent, broker, dealer or other person receiving compensation in connection<br> with the placement is Related Person or has any other relationship with the Issuer and provide<br> details of the relationship |
| --- | --- |
| ________________________________________________________________________________________. | |
| 10. | Describe<br> any unusual particulars of the transaction (i.e. tax "flow through" shares, etc.). |
| --- | --- |
| ________________________________________________________________________________________. | |
| 11. | State<br> whether the private placement will result in a change of control. |
| --- | --- |
| ________________________________________________________________________________________. | |
| 12. | Where<br> there is a change in the control of the Issuer resulting from the issuance of the private<br> placement shares, indicate the names of the new controlling shareholders _____________________________________________________________________ |
| --- | --- |
| ________________________________________________________________________________________ | |
| ________________________________________________________________________________________. | |
| 13. | Each<br> purchaser has been advised of the applicable securities legislation restricted or seasoning<br> period. All certificates for securities issued which are subject to a hold period bear the<br> appropriate legend restricting their transfer until the expiry of the applicable hold period<br> required by National Instrument 45-102 Resale of Securities. |
| --- | --- |
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OFLISTED SECURITIES
October 2019
Page 4
Part 2. Acquisition
| 1. | Provide<br> details of the assets to be acquired by the Issuer (including the location of the assets,<br> if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate<br> the significance of the transaction without reference to any other material: |
|---|
On May 17, 2021, the Issuer announced it had signed various definitive agreements to acquire Los Sueños Farms and its related entities (“Los Sueños”), the largest outdoor grow in Colorado for total base consideration of approximately US$67 million to be paid 61% in subordinate voting shares of the Issuer (“Subordinate Voting Shares”), 29% in cash and 10% in assumed debt maturing in five years. Additional contingent consideration of up to US$4 million is payable in Subordinate Voting Shares based upon operating cash flow-based targets for 2022. The total base consideration for the Los Sueños transaction was subject to customary pre-closing and post-closing adjustments for working capital, net indebtedness and transaction expenses.
All Subordinate Voting Shares issued pursuant to the definitive agreements are subject to contractual restrictions on resale for a period starting on the date of their issuance and ending on the 5^th^ anniversary of the closing, with the following release schedule: 20% of the Subordinate Voting Shares will be released from the resale restrictions on the first anniversary of their issuance, and the remaining Subordinate Voting Shares will be released in 5% quarterly increments thereafter, the whole subject to certain acceleration events.
The closing of the Los Sueños transaction occurred on October 1, 2021. Based on pre-closing adjustments for working capital, net indebtedness and transaction expenses in accordance with the terms of the definitive agreements described below, the total base consideration for the Los Sueños transaction has been revised. See paragraph 3 below for additional details.
| 2. | Provide<br> details of the acquisition including the date, parties to and type of agreement (eg: sale,<br> option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently<br> complete to enable a reader to appreciate the significance of the acquisition without reference<br> to any other material: |
|---|
The acquisition of Los Sueños was completed pursuant to six separate definitive agreements, being five membership units purchase agreements and one asset purchase agreement, each dated May 16, 2021:
| · | Membership<br> Interest Purchase Agreement pertaining to the sale of 100% of the outstanding membership<br> interests in Los Sueños Farms, LLC, entered into between Los Sueños Farms,<br> LLC, Focused Investment Partners, LLC (a subsidiary of the Issuer, as purchaser), KPMR Farms<br> LLC and Future Dreams III LLC (as sellers), Robert DeGabrielle and James Morley (as owners<br> of the sellers), and Curaleaf, Inc. |
|---|
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OFLISTED SECURITIES
October 2019
Page 5
| · | Membership<br> Interest Purchase Agreement pertaining to the sale of 100% of the outstanding membership<br> interests in Farm Boy, LLC and Baseball 18 LLC entered into between Farm Boy, LLC and Baseball<br> 18 LLC, Cura CO, LLC (a subsidiary of the Issuer, as purchaser), Robert DeGabrielle (as seller),<br> Curaleaf, Inc. and the Issuer. |
|---|---|
| · | Membership<br> Interest Purchase Agreement pertaining to the sale of 100% of the outstanding membership<br> interests in Los Sueños, LLC and Emerald Fields Grow LLC entered into between Los<br> Sueños, LLC and Emerald Fields Grow LLC, Cura CO, LLC (a subsidiary of the Issuer,<br> as purchaser), James Morley (as seller), Curaleaf, Inc. and the Issuer. |
| --- | --- |
| · | Membership<br> Interest Purchase Agreement pertaining to the sale of 100% of the outstanding membership<br> interests in High Colorado Farms LLC and GG Real Estate, LLC entered into between High Colorado<br> Farms LLC and GG Real Estate, LLC, Cura CO, LLC (a subsidiary of the Issuer, as purchaser),<br> Focused Investment Partners, LLC (a subsidiary of the Issuer, as purchaser), Robert DeGabrielle<br> (as seller), Curaleaf, Inc. and the Issuer. |
| --- | --- |
| · | Asset<br> Purchase Agreement for the sale of all or substantially all of the assets of Future Dreams<br> II LLC between Future Dreams II LLC (as seller), Focused Investment Partners, LLC (a subsidiary<br> of the Issuer, as purchaser), Curaleaf, Inc. and the Issuer. |
| --- | --- |
| · | Membership<br> Interest Purchase Agreement pertaining to the sale of 100% of the outstanding membership<br> interests in Colorado Cannabis Associates, LLC entered into between Colorado Cannabis Associates,<br> LLC, Cura CO, LLC (a subsidiary of the Issuer, as purchaser), Robert DeGabrielle (as seller),<br> and Curaleaf, Inc. |
| --- | --- |
| 3. | Provide<br> the following information in relation to the total consideration for the acquisition (including<br> details of all cash, securities or other consideration) and any required work commitments: |
| --- | --- |
| (a) | Total<br> aggregate consideration in Canadian dollars: Approximately US$60,153,920 (equivalent to<br> CAD$76,094,708 at an exchange rate of CAD$1.265 for US$1.00). |
| --- | --- |
| (b) | Cash:<br> Approximately US$19,994,139 (equivalent to CAD$25,292,585 at an exchange rate of CAD$1.265<br> for US$1.00). |
| --- | --- |
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OFLISTED SECURITIES
October 2019
Page 6
| (c) | Securities<br> (including options, warrants etc.) and dollar value: |
|---|
In connection with the closing of the acquisition of Los Sueños, the Issuer will issue 2,539,474 Subordinate Voting Shares representing an aggregate dollar value of approximately US$30,499,082 (equivalent to CAD$38,600,004 based on the closing market price of the Subordinate Voting Shares on the CSE as of October 1, 2021.
| (d) | Other:<br> A portion of the purchase price is represented by sellers debt that the Issuer is assuming,<br> maturing in five years (approximately US$9,660,699, equivalent to CAD$12,220,784 at an exchange<br> rate of CAD$1.265 for US$1.00). Additionally, contingent consideration of up to US$4 million<br> will be paid in Subordinate Voting Shares based upon operating cash flow-based targets for<br> 2022, which shares will be issued based upon the volume weighted average price of the Subordinate<br> Voting Shares for the 10 trading days preceding the issuance of the audited financial statements<br> of Los Sueños for the year ended December 31, 2022. |
|---|---|
| (e) | Expiry<br> date of options, warrants, etc. if any: N/A. |
| --- | --- |
| (f) | Exercise<br> price of options, warrants, etc. if any: N/A. |
| --- | --- |
| (g) | Work<br> commitments: N/A. |
| --- | --- |
| 4. | State<br> 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 negotiations.
| 5. | Provide<br> details of any appraisal or valuation of the subject of the acquisition known to management<br> of the Issuer: |
|---|
Not Applicable.
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OFLISTED SECURITIES
October 2019
Page 7
| 6. | The<br> names of parties receiving securities of the Issuer pursuant to the acquisition and the number<br> of securities to be issued are described as follows: | |||||
|---|---|---|---|---|---|---|
| Name of<br> Party (If<br><br> not an individual, <br><br> name all insiders of <br><br> the Party) | Number<br><br> and Type of<br><br> Securities <br><br> to be <br><br> Issued | Dollar<br> <br> value per <br> Security <br> () | Conversion<br><br> price (if<br><br> applicable) | Prospectus<br><br> Exemption | Total <br><br> Securities, <br><br> Previously <br><br> Owned, <br><br> Controlled <br><br> or Directed <br><br> by Party^1^ | Describe<br><br> relationship <br><br> to Issuer ^(1)^ |
| --- | --- | --- | --- | --- | --- | --- |
| Robert DeGabrielle | 1,058,346 Subordinate Voting Shares | US | N/A | Section 3 of BC Instrument 72-503 | Nil | N/A |
| James Morley | 1,005,402 Subordinate Voting Shares | US | N/A | Section 3 of BC Instrument 72-503 | Nil | N/A |
| Future Dreams II LLC | 475,726 Subordinate Voting Shares | US | N/A | Section 3 of BC Instrument 72-503 | Nil | N/A |
All values are in US Dollars.
(1) Indicate if Related Person.
| 7. | Details<br> of the steps taken by the Issuer to ensure that the vendor has good title to the assets being<br> acquired: Customary legal due diligence . |
|---|
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OFLISTED SECURITIES
October 2019
Page 8
| 8. | Provide<br> the following information for any agent's fee, commission, bonus or finder's fee, or other<br> compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.): |
|---|---|
| (a) | Details<br> of any dealer, agent, broker or other person receiving compensation in connection with the<br> acquisition (name, and if a corporation, identify persons owning or exercising voting control<br> over 20% or more of the voting shares if known to the Issuer): N/A. |
| --- | --- |
| (b) | Cash<br> N/A. |
| --- | --- |
| (c) | Securities<br> N/A. |
| --- | --- |
| (d) | Other<br> N/A. |
| --- | --- |
| (e) | Expiry<br> date of any options, warrants etc. N/A. |
| --- | --- |
| (f) | Exercise<br> price of any options, warrants etc. N/A. |
| --- | --- |
| 9. | State<br> whether the sales agent, broker or other person receiving compensation in connection with<br> the acquisition is a Related Person or has any other relationship with the Issuer and provide<br> details of the relationship. N/A. |
| --- | --- |
| 10. | If<br> applicable, indicate whether the acquisition is the acquisition of an interest in property<br> contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A. |
| --- | --- |
FORWARD LOOKING STATEMENTS
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. 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 new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this document 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. Such risks and other factors may include, but are not limited to: general business, economic, political and social uncertainties; general capital market conditions and market prices for securities; the failure of Issuer to complete the transaction described above; the risk that Issuer may not be able to successfully integrate the business of Los Sueños and their respective corporate cultures; the risk that the benefits of the transaction anticipated by Issuer may not materialize; delay or failure to receive applicable corporate or regulatory approvals; competition and changes in legislation affecting the Issuer or Los Sueños; and the inability of the Issuer and Los Sueños to obtain, maintain and renew the licenses required for them to operate their business in the various jurisdictions in which they operate. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Issuer's latest annual information form filed April 28, 2021, which is available under the Issuer's SEDAR profile at www.sedar.com, and in other filings that the Issuer 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 document.
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OFLISTED SECURITIES
October 2019
Page 9
Certificate Of Compliance
The undersigned hereby certifies that:
| 1. | The<br> 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<br> on behalf of the Issuer. |
|---|---|
| 2. | As<br> of the date hereof there is not material information concerning the Issuer which has not<br> been publicly disclosed. |
| --- | --- |
| 3. | the<br> Issuer has obtained the express written consent of each applicable individual to: |
| --- | --- |
| (a) | the<br> disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant<br> to this filing; and |
| --- | --- |
| (b) | the<br> collection, use and disclosure of their information by the Exchange in the manner and for<br> the purposes described in Appendix A or as otherwise identified by the Exchange, from time<br> to time |
| --- | --- |
| 4. | The<br> 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)<br> and all Exchange Requirements (as defined in CSE Policy 1). |
| --- | --- |
| 5. | All<br> of the information in this Form 9 Notice of Issuance of Securities is true. |
| --- | --- |
[signaturepage follows]
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OFLISTED SECURITIES
October 2019
Page 10
| Dated: October 4, 2021. | |
|---|---|
| Peter Clateman | |
| Name of Director or Senior Officer | |
| /s/ Peter Clateman | |
| Signature | |
| Chief Legal Officer | |
| Official Capacity |
FORM 9 –NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
October 2019
Page 11
Appendix A
PERSONAL INFORMATIONCOLLECTION 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<br> determine whether an individual is suitable to be associated with a Listed Issuer; |
|---|---|
| • | To<br> determine whether an issuer is suitable for listing; |
| --- | --- |
| • | To<br> determine whether allowing an issuer to be listed or allowing an individual to be associated<br> with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange<br> into disrepute; |
| --- | --- |
| • | To<br> conduct enforcement proceedings; |
| --- | --- |
| • | To<br> ensure compliance with Exchange Requirements and applicable securities legislation; and |
| --- | --- |
| • | To<br> 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 OFLISTED SECURITIES
October 2019
Page 1
Exhibit 99.3
FORM 6
CERTIFICATEOF COMPLIANCE
TO: CANADIANSECURITIES 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 5, 2021 |
|---|---|
| Signed: | (signed) “Peter Clateman” |
| (Signature) | |
| Peter Clateman | |
| (Print Name) | |
| Chief Legal Officer | |
| (Print Office) |
FORM 6 – CERTIFICATE OF COMPLIANCE
January 2015
Exhibit 99.4
| October 5, 2021 | BYEMAIL |
|---|
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 Los Sueños Farms and its relatedentitiesStock 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 October 4, 2021. 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 (i) 100% of the outstanding membership interests in each of Los Sueños Farms, LLC; Farm Boy, LLC; Baseball 18 LLC; Los Sueños, LLC; Emerald Fields Grow LLC; High Colorado Farms LLC; GG Real Estate, LLC; and Colorado Cannabis Associates, LLC (collectively, the “Los Sueños Entities”) and (ii) all or substantially all of the assets of Future Dream II LLC (the “Future Dreams Assets”) (all as more fully described in the Form 9) has closed and that transfer of title to the above referenced membership interests of each of the Los Suenos Entities and to the above referenced Future Dreams Assets 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<br><br>Chief Legal Officer<br><br>Curaleaf Holdings, Inc. |
| --- | --- |
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: 609,890,930
Date: October 11, 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 must not<br>be altered nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer<br>to any item is negative or not applicable to the Issuer. The title to each item must precede the answer. |
|---|---|
| (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<br>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. Headquartered in Wakefield, Massachusetts, the Company has operations in 23 states including operating 109 dispensaries, 22 cultivation sites and 30 processing sites with a focus on highly populated, limited license states, including New York, New Jersey, Florida and Massachusetts. The Company leverages its extensive research and development capabilities to distribute cannabis products with the highest standard for safety, effectiveness, consistent quality and customer care. The Company is committed to leading the industry in education and advancement through research and advocacy. The Company markets to medical and adult-use customers through brand strategies intended to build trust and loyalty. Moreover, Curaleaf International Holdings Limited (“Curaleaf International”), a subsidiary of the Issuer, is the largest vertically integrated independent cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with leading cultivation, extraction and production capabilities.
Recent developments regarding theIssuer’s business and operations
On September 9, 2021, Curaleaf announced the voting results of its Annual and Special Meeting of Shareholders (the “Meeting”).
Please see the Issuer’s press release dated September 9, 2021, filed on the Issuer’s website for more information.
At the Meeting, the shareholders approved the amendment (the "Amendment") to the articles of the Company in order to extend the automatic termination of the dual-class structure of the Company and to maintain such dual-class structure of the Company until the earlier to occur of (i) the transfer or disposition of the multiple voting shares in the capital of the Company by Mr. Boris Jordan, the Executive Chairman of the Company, to one or more third parties (which are not Permitted Holders (i.e. members of his immediate family and entities controlled by Mr. Jordan and members of his immediate family)); (ii) Mr. Jordan or his Permitted Holders no longer beneficially owning, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding shares of the Company; and (iii) the first business day following the first annual meeting of shareholders of the Company following the subordinate voting shares of the Company being listed and posted for trading on a United States national securities exchange such as The Nasdaq Stock Market or The New York Stock Exchange.
On September 10, 2021, the Company filed a notice of alteration with the British Columbia Registrar of Companies declaring that the articles of the Company have been amended in accordance with the Amendment.
On September 22, 2021, Curaleaf introduced breakthrough vape technology with Cliq by Select.
Please see the Issuer’s press release dated September 22, 2021, filed on the Issuer’s website for more information.
| 2. | Provide a general overview and discussion of the activities of management. |
|---|
Joseph F. Lusardi, Executive Vice Chairman, participated in a fireside chat through Beacon Securities’ Virtual Cannabis Conference on September 9, 2021.
Joseph D. Bayern, CEO, participated in a fireside chat through Needham’s 2^nd^ Virtual Cannabis Conference on September 14, 2021.
Boris Jordan, Executive Chairman, participated in a fireside chat through BTIG’s Inaugural Cannabis Conference on September 29, 2021.
| 3. | Describe and provide details of any new products or services developed or offered. For resource companies,<br>provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil<br>and gas or other reports required under Ontario securities law. |
|---|
On September 22, 2021, Curaleaf introduced breakthrough vape technology with Cliq by Select.
Please see the Issuer’s press release dated September 22, 2021, filed on the Issuer’s website for more information.
| 4. | Describe and provide details of any products or services that were discontinued. For resource companies,<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 whether<br>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
| 7. | Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during<br>the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid<br>or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether<br>the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship. |
|---|
N/A
| 8. | Describe the acquisition of new customers or loss of customers. |
|---|
N/A
| 9. | Describe any new developments or effects on intangible products such as brand names, circulation lists,<br>copyrights, franchises, licenses, patents, software, subscription lists and trade-marks. |
|---|
N/A
| 10. | Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs. |
|---|
As of September 30, 2021, the Issuer had a total of 5,509 employees, which includes 294 new hires and 215 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<br>of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if<br>any, if the proceedings are being contested, and the present status of the proceedings. |
|---|
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 (1) 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 and (2) purported class actions alleging, among other things, mislabelling and fraud related to sales of the Select brand, in most cases related to periods prior to the Company’s acquisition of the brand in February 2020.
Connecticut
No updates since this matter was last reported on the Form 7 filed with the CSE on April 13, 2021.
| 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 | 1,014,069 | 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. |
| (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<br>political/regulatory trends. |
|---|
Cannabis Administrationand Opportunity Act
No updates since this matter was last reported on the Form 7 filed with the CSE on September 9, 2021.
Concerns about Marijuana Efficacyand Safety
Adverse publicity reports or other media attention regarding the safety, efficacy and quality of marijuana in general, or associating the consumption of adult-use and medical marijuana with illness or other negative effects or events, could have such a material adverse effect. There is no assurance that such adverse publicity reports or other media attention will not arise. A negative shift in the public's perception of cannabis, including vaping or other forms of cannabis administration, in the U.S. or any other applicable jurisdiction could cause State jurisdictions to abandon initiatives or proposals to legalize medical and/or adult-use cannabis, thereby limiting the number of new State jurisdictions into which Curaleaf could expand. Recent medical alerts by the Centers for Disease Control (CDC) and future bans on the sale of vaping products in the locations Curaleaf serves, and recent state health agencies’ approaches to vaping related illness and other issues directly related to cannabis consumption could potentially create an inability to fully implement Curaleaf's expansion strategy and may have a material adverse effect on Curaleaf's business, results of operations or prospects.
This year, the U.S. media has increasingly reported an apparent new trend in the distribution to consumers of hemp-based products purporting to contain the ingredient Delta-8 tetrahydrocannabinol (“Delta-8 THC”), one of many cannabinoids that are found in the cannabis plant. Most Delta-8 THC on the market is derived from the chemical conversion of hemp-derived cannabidiol (“CBD”). Notably, the Drug Enforcement Act includes Delta-8 THC on its list of controlled substances (updated August 2020) under “tetrahydrocannabinols,” but Section 12619(b) of the 2018 Farm Bill legislation expressly carved out “tetrahydrocannabinols in hemp” of the 2018 Farm Bill thus leaving some lack of clarity regarding the legal status of this substance. Delta-8 THC products appear to offer a similar but somewhat less intoxicating psychotropic effect in users.
Anecdotal reports indicate that Delta-8 THC products are being manufactured and distributed in the U.S outside of state licensed cannabis processors and dispensaries including, for example, through convenience stores, gas stations and even via the Internet to consumers under the age of 21. Moreover, these products do not appear to be subject to the testing requirements applicable to Delta-9 THC products. These products are being sold without state mandated cannabis excise taxes applied, thus leading to significant price differentials with Delta-9 THC products.
Given the pricing differential and the absence of state cannabis excise taxes, continued proliferation of unregulated Delta-8 THC products through unlicensed distribution points could ultimately alter certain elements of the current Delta-9 THC market in the U.S. Recently, several states have begun to promulgate new regulations and interpretations of existing regulations that effectively prohibit the development of Delta-8 THC products. For example, New York issued interpretive guidance stating that “Delta-8 THC products are not permitted in the New York State Cannabinoid Hemp Program. Retailers are not permitted to sell Delta-8 THC products and processors are not permitted to manufacture them.” Massachusetts took another approach by declaring that since “delta-8 THC is not naturally occurring in hemp (except for possible trace amounts), to produce delta-8 THC in commercial quantities it must be derived from hemp synthetically. While the Farm Bill did remove hemp from the Controlled Substances Act, it did not impact the control status of synthetically derived cannabinoids, thus delta-8 THC remains a controlled substance, regardless of the source. As a result, we do not allow hemp-derived delta-8 THC products to be processed or sold in Massachusetts.” If this trend continues, the potential impact of Delta-8 THC products on the Delta-9 THC cannabis market could be blunted.
COVID-19
The novel coronavirus commonly referred to as "COVID-19" was identified in December 2019 in Wuhan, China. On January 30, 2020, the World Health Organization declared the outbreak a global health emergency, and on March 11, 2020, the spread of COVID-19 was declared a pandemic by the World Health Organization. On March 13, 2020, the spread of COVID-19 was declared a national emergency. The outbreak spread throughout Europe, the Middle East and North America, causing companies and various international jurisdictions to impose restrictions such as quarantines, business closures and travel restrictions. While these effects have been mitigated by the application of precautions such as social distancing and masking as well as the development and distribution of vaccines, the situation remains fluid. While the Company has continuously sought to assess the potential impact of the pandemic on its financial and operating results, any assessment continues to be subject to uncertainty as to probability, severity and duration of the pandemic as reflected by infection rates at local, state, and regional levels. The Company has attempted to assess the impact of the pandemic by identifying risks in the following principal areas:
•Mandatory Closures. In response to the pandemic, many states and localities implemented mandatory closures of, or limitations to, businesses to prevent the spread of COVID-19; this impacted the Company’s operations. More recently, the mandatory closures that impacted the Company’s operations were lifted and the Company resumed full operations, albeit subject to various COVID-19 related precautions and changes in local infection rates. The Company’s ability to generate revenue would be materially impacted by any future shut down of its operations.
•Customer Impact. While the Company has not experienced an overall downturn in demand for its products in connection with the pandemic, if its customers become ill with COVID-19, are forced to quarantine, decide to self-quarantine or not to visit its stores or distribution points to observe "social distancing", it may have a material negative impact on demand for its products while the pandemic continues. Notably, however, on May 16, 2021, the Centers for Disease Control issued revised guidance for individuals who have received one of the COVID-19 vaccines: “Fully vaccinated people can resume activities without wearing a mask or physically distancing, except where required by federal, state, local, tribal, or territorial laws, rules, and regulations, including local business and workplace guidance.” As a result, the Company then revised its masking and social distancing directives for both employees and customers/patients in light of this CDC guidance.
On July 27, 2021, CDC announced updated Guidance for COVID-19 Prevention Strategies based on emerging evidence of the B.1.617.2 (Delta) variant. CDC now recommends that all people, regardless of vaccination status, wear masks in public indoor settings in areas of substantial or high transmission. A new CDC study supports previous findings that B.1.617.2 (Delta) is highly contagious, and is contributing to an increase in cases, including those with severe outcomes and those due to vaccine breakthrough infections. While vaccinated people can still develop COVID-19, they are far less likely to get severely sick or die than people who are unvaccinated. The emergence of the Delta variant, if uncontrolled, could lead to federal, state and/or local governments reinstituting protocols that could adversely impact the Company’s business in affected communities.
•Supply Chain Disruption. The Company relies on third party suppliers for equipment and services to produce its products and keep its operations going. If its suppliers are unable to continue operating due to mandatory closures or other effects of the pandemic, it may negatively impact its own ability to continue operating. At this time, the Company has not experienced any failure to secure critical supplies or services. However, disruptions in the Company’s supply chain may affect its ability to continue certain aspects of the Company’s operations or may significantly increase the cost of operating its business and significantly reduce its margins.
•Staffing Disruption. Earlier in the pandemic, the Company implemented among its staff where feasible "social distancing" measures recommended by such bodies as the Centers for Disease Control (CDC), the Presidential Administration, as well as state and local governments. The Company cancelled non-essential travel by employees, implemented remote meetings where possible, and permitted all staff who can work remotely to do so. For those whose duties require them to work on-site, measures were implemented to reduce infection risk, such as reducing contact with customers, mandating additional cleaning of workspaces and hand disinfection, providing masks and gloves to certain personnel, and contact tracing following reports of employee infection. More recently, following the increase in vaccination rates in the states in which the Company has operations, the Company saw a decrease in the incidence of employees reporting COVID-19 infections or exposures, although the recent emergence of the Delta Variant appears to be leading to some reversal of that trend.
The Company is continuing to encourage its employees to become vaccinated and is requiring employees to verify their vaccination status, Moreover, the Company is experimenting with a program to bring vaccination programs to Company sites to further encourage employees to become vaccinated. While the Company did adopt a policy earlier this year that compelled those employees who are not vaccinated to continue to follow masking guidelines while those who are vaccinated were given the option to forego masking at the workplace, as noted above, the emergence of new strains such as the Delta variant coupled with an overall increase in infection rates has led the Company to reimpose masking mandates on most employees irrespective of vaccination status.
Effective October 4, 2021, the Company issued a directive requiring most corporate support function employees to return to the Company’s corporate offices for in-person work on a full-time basis. These employees remain subject to the guidelines described above, including masking and social distancing. As noted above, a resumption of increased infection rates could result in an increase in employee absenteeism and discontinuance of full-time in-office work. Moreover, if absenteeism increases, the Company may not be able, including through replacement and temporary staff, to continue to operate at desired levels in some or all locations.
•Regulatory Backlog. Regulatory authorities, including those that oversee the cannabis industry on the state level, have been heavily occupied with their response to the pandemic. These regulators as well as other executive and legislative bodies in the states in which the Company operates may not be able to provide the level of support and attention to day-to-day regulatory functions as well as to needed regulatory development and reform that they would otherwise have provided. Such regulatory backlog may materially hinder the development of 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.
•Vaccination rates. On December 11, 2020, the federal Food and Drug Administration (FDA) issued an emergency use authorization (EUA) for the Pfizer BioN-Tech COVID-19 vaccine, the first such approval. Additional EUAs were issued on December 18, 2020 for a vaccine created by Moderna, and on February 27, 2021 for a vaccine created by Janssen Biotech (a Johnson & Johnson affiliate). As of October 9, 2021, the CDC reports that about 216 million people in the U.S., or 65% of the total population have received at least one dose of vaccine. About 187 million people, or about 56% of the total U.S. population, have been fully vaccinated. As of now, the supply of vaccines in the states in which the Company does business appears to be sufficient to meet the demand of all those who seek to be vaccinated. That said, there can be no assurance of when the Company’s employees in any particular jurisdiction will access the vaccine. Moreover, there can be no assurance that all employees will choose to avail themselves of the vaccine or, if so, when they will choose to do so. The same applies to the Company’s patients, customers, regulators, and suppliers. Consequently, the COVID-19 risk factors described above continue to be applicable.
On August 18, 2021, the CDC made the following announcement: “The available data make very clear that protection against SARS-CoV-2 infection begins to decrease over time following the initial doses of vaccination, and in association with the dominance of the Delta variant, we are starting to see evidence of reduced protection against mild and moderate disease. Based on our latest assessment, the current protection against severe disease, hospitalization, and death could diminish in the months ahead, especially among those who are at higher risk or were vaccinated during the earlier phases of the vaccination rollout. For that reason, we conclude that a booster shot will be needed to maximize vaccine-induced protection and prolong its durability.” The CDC has indicated that boosters will be recommended for the following:
| · | Those aged 65+ |
|---|---|
| · | Persons 60-64 with certain underlying conditions |
| --- | --- |
| · | Persons working in long-term care settings |
| --- | --- |
| · | Persons working in certain occupations or instittuonal<br>settings |
| --- | --- |
| · | Those 18-49 with certain underlying medical conditions<br>(e.g., immunocompromised) |
| --- | --- |
At this time, the Company is still assessing the impact of this development upon Company employees as well as the Company’s patients and customers.
● Europe Opening-Up. Countries in Europe have opened up following public health restrictions and lock-down measures to deal with COVID-19. Each country in Europe has adopted its own public health response, but the larger economies (being Germany, the UK, Italy, Spain and France) are relaxing previously strict “lock-down” measures and non-essential businesses, closed for extended periods are now open. Cannabis consumption in Europe is exclusively medical, and like other medicines, supply of medical cannabis has continued during the pandemic, with doctors and pharmacies adopting tele-medicine to hold consultations and supply prescriptions to patients. Further waves of the virus and additional lock-downs in the Winter months of 2021 and early 2022 may have a material impact on the Company’s ability to generate revenue and on operations generally, and such risk will remain while the Covid-19 virus continues in widespread circulation and new strains are identified.
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 Issuer's current litigation and arbitration proceedings, (ii) the potential impacts of adverse publicity reports or other media attention regarding the safety, efficacy and quality of marijuana in general, or associating the consumption of adult-use and medical marijuana, (iii) the emergence of the new Delta 8 THC trend and its potential impacts on the Company, and (iv) the potential impacts of the COVID-19 pandemic on the Issuer's business and operations. 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, 2020 filed on March 11, 2021 and under "Risk Factors" in the Issuer’s annual information form for the year ended December 31, 2020 filed on April 28, 2021, 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<br>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<br>disclosed. |
| --- | --- |
| 3. | The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements<br>of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined<br>in CNSX Policy 1). |
| --- | --- |
| 4. | All of the information in this Form 7 Monthly Progress Report is true. |
| --- | --- |
Dated: October 11, 2021.
| Peter Clateman | ||
|---|---|---|
| Name of Director or Senior Officer | ||
| /s/ Peter Clateman | ||
| Signature | ||
| Chief Legal Officer | ||
| Official Capacity | ||
| Issuer Details Name of Issuer<br><br> <br><br>Curaleaf Holdings, Inc. | For Month <br><br>Ended<br><br> <br>September 30, <br><br>2021 | Date of Report<br><br> <br>YY/MM/D<br><br> <br>October 11, 2021 |
| --- | --- | --- |
| 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>N/A | Issuer Telephone No.<br><br> <br>(781) 451-0150 |
| Contact Name<br><br> <br>Investor Relations | Contact Position<br><br> <br>Investor Relations | Contact Telephone No.<br><br> <br>(781) 451-0150 |
| Contact Email Address<br><br> <br>[email protected] | Web Site Address<br><br> <br>www.curaleaf.com |