6-K
Glass House Brands Inc. (GLASF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
| For the month of September, 2022 | Commission File Number: 000-56261 |
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Glass House Brands Inc.
(Translation of registrant’s name into English)
3645 Long Beach Blvd.
Long Beach, California 90807
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of 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): ¨
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): ¨
SIGNATURES
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.
| Glass House Brands Inc. | |
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| Date: September 2, 2022 | /s/ Kyle Kazan |
| By: Kyle Kazan | |
| Title: Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Early Warning Report dated September 2,<br> 2022 |
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Exhibit 99.1
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EARLY WARNING REPORT
FILED PURSUANT TONATIONAL INSTRUMENT 62-103 – THE EARLY WARNING SYSTEM AND
RELATED TAKE-OVER BID AND INSIDER REPORTING ISSUES
State if this report is filed to amend information disclosed inan earlier report. Indicate the date of the report that is being amended
| 1. | Security and Reporting Issuer |
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| 1.1 | Designation of securities to which this report relates and the name and address of the head officeof the issuer of the securities. |
| --- | --- |
This report relates to the subordinate voting shares, restricted voting shares, and/or limited voting shares (collectively, "Equity Shares") of Glass House Brands Inc. (the "Issuer"). The Issuer's head and registered office is located at 3645 Long Beach Boulevard, Long Beach, California 90807, USA.
| 1.2 | Name of the market in which the transaction or other occurrence that triggered the requirement to filethis report took place. |
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The transaction that triggered the requirement to file this report was an acquisition of Warrants (as defined herein) of the Issuer by way of a non-brokered private placement of the Issuer.
| 2. | Identity of the Acquiror |
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| 2.1 | State the name and address of the Acquiror. |
| --- | --- |
Mr. Kyle Kazan (the "Acquiror")
c/o Glass House Brands Inc.
3645 Long Beach Boulevard
Long Beach, California 90807
USA
| 2.2 | Date of the transaction or other occurrence that triggered the requirement to file this report andbriefly describe the transaction or other occurrence |
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On August 31, 2022, the Acquiror acquired beneficial ownership of, or control and direction over, 1,157,732 warrants to purchase Equity Shares in the capital of the Issuer ("Warrants"), by way of a non-brokered private placement of Series B Preferred Stock, face value US$1,000 per share ("Series B Perferred Stock"), of the GH Group, Inc., a subsidiary of the Issuer (the "Private Placement"). The Acquiror acquired 5,787 shares of Series B Preferred Stock in the Private Placement. The issuance of each share of Series B Preferred Stock was accompanied by the delivery of 200 Warrants. Each Warrant has a five-year term and entitles the holder to purchase one new Equity Share in the capital of the Issuer (each, a "Warrant Share") at a price of US$5.00 per Warrant Share, subject to customary anti-dilution adjustments. In connection with the Private Placement, the Acquiror relinquished previously existing warrants to purchase 578,864 Equity Shares.
| 2.3 | State the names of any joint actors. |
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Not applicable.
| 3. | Interest in Securities of the Reporting Issuer |
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| 3.1 | Designation and number or principal amount of securitiesacquired or disposed of that triggered the requirement to file the report and the change in the acquirer’ssecurity holding percentage in the class of securities. |
| --- | --- |
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See item 2.2 above.
Immediately prior to the closing of the Private Placement, the Acquiror owned, had beneficial ownership of, or control and direction over, 5,574,901 (or approximately 11.6%) of the Equity Shares on a partially-diluted basis.
Immediately following the closing of the Private Placement, the Acquiror owns, has beneficial ownership of, or control and direction over, 6,153,769 (or approximately 12.7%) of the Equity Shares on a partially-diluted basis.
| 3.2 | State whether the Acquiror acquired or disposed ownership of, or acquired or ceased to have controlover, the securities that triggered the requirement to file the report. |
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See Item 2.2 above.
| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
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Not applicable.
| 3.4 | State the designation and number or principal amount of securities and the Acquiror’s securityholdingpercentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirementto file this report |
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See Item 3.1 above.
| 3.5 | Designation and number or principal amount of securities and the Acquiror’s security holdingpercentage in the class of securities referred to in Item 3.4 over which |
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| (a) | the Acquiror, either alone or together with any joint actors, has ownership and control; |
| --- | --- |
See Item 3.1 above.
| (b) | the Acquiror, either alone or together with any joint actors, has ownership but control is held byother persons or companies other than the Acquiror, or any joint actor; and |
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Not applicable.
| (c) | the Acquiror, either alone or together with any joint actors, has exclusive or shared control but doesnot have ownership. |
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Not applicable.
| 3.6 | If the Acquiror or any of its joint actors has an interest in, or right or obligation associated with,a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item,describe the material terms of the related financial instrument and its impact on the Acquiror’s securityholdings. |
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Not applicable.
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| 3.7 | If the Acquiror or any of its joint actors is a party to a securities lending arrangement involvinga security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangementincluding the duration of the arrangement, the number or principal amount of securities involved and any rightto recall the securities or identical securities that have been transferred or lent under the arrangement. State if the securities lendingarrangement is subject to the exception provided in section 5.7 of NI 62-104. |
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Not applicable.
| 3.8 | If the Acquiror or any of its joint actors is a party to an agreement, arrangement or understandingthat has the effect of altering, directly or indirectly, the acquirer’s economic exposure to the security of the class of securitiesto which this report relates, describe the material terms of the agreement, arrangement or understanding. |
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Not applicable.
| 4. | Consideration Paid |
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| 4.1 | The value, in Canadian dollars, or any consideration paid or received per security and in total. |
| --- | --- |
The Acquiror received 1,157,732 Warrants in connection with his exchange of Series A Preferred Stock of GH Group, Inc. with a face value of US$5,788,671.89 (approximately C$7,589,527.71) for Series B Preferred Stock with equivalent face value.
| 4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange or othermarket that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadiandollars, of the consideration paid or required by the Acquiror. |
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See Item 4.1 above.
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the methodof acquisition or disposition. |
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Not applicable.
| 5. | Purpose of the Transaction |
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State the purpose or purposes ofthe Acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer.
The Acquiror acquired the securities described herein for investment purposes, and in accordance with applicable securities laws, the Acquiror may, from time to time and at any time, acquire additional Equity Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Issuer in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.
Describe any plans or future intentions which the Acquirorand any joint actors may have which relate to or would result in any of the following:
| (a) | The acquisition of additional securities of the reporting issuer, or the disposition of securitiesof the reporting issuer; |
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| (b) | a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issueror any of its subsidiaries; |
| --- | --- |
| (c) | a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; |
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| (d) | a change in the board of directors or management of the reporting issuer, including any plans or intentionsto change the number or term of directors or to fill any existing vacancy on the board; |
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| (e) | a material change in the present capitalization or dividend policy of the reporting issuer; |
| --- | --- |
| (f) | a material change in the reporting issuer's business or corporate structure; |
| --- | --- |
| (g) | a change in the reporting issuer's charter, bylaws or similar instruments or another action which mightimpede the acquisition of control of the reporting issuer by any person or company; |
| --- | --- |
| (h) | a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to bequoted on, a marketplace; |
| --- | --- |
| (i) | the Issuer ceasing to be a reporting issuer in any jurisdiction of Canada; |
| --- | --- |
| (j) | a solicitation of proxies from securityholders; and |
| --- | --- |
| (k) | an action similar to any of those enumerated above. |
| --- | --- |
Except as otherwise disclosed herein, the Acquiror currently has no plans or proposal which would relate to or would result in any of the matters described in Items 5(a)-(k) of Form 62-103F1; however, as part of its ongoing evaluation of this investment and investment alternatives, the Acquiror may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.
| 6. | Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the ReportingIssuer |
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Describe the material terms of anyagreements, arrangements, commitments or understandings between the Acquiror and a joint actor and among those persons and any personwith respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the votingof any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profitsor loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subjectto a contingency, the occurrence of which would give another person voting power or investment power over such securities, except thatdisclosure of standard default and similar provisions contained in loan agreements need not be included.
Not applicable.
| 7. | Change in Material Fact |
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Description of any change in a materialfact set out in a previous report filed by the Acquiror under the early warning requirements or Part 4 in respect of the reportingissuer’s securities.
Not applicable.
| 8. | Exemption |
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If the Acquiror relies on an exemptionfrom requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describethe facts supporting that reliance.
Not applicable.
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| 9. | Certification |
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I, Kyle Kazan, as the Acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
| DATED this<br>2^nd^ day of September, 2022. | |
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| (signed) "Kyle Kazan" | |
| Kyle Kazan |