6-K
Glass House Brands Inc. (GLASF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form6-K
REPORT OF FOREIGN PRIVATEISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
| For the month of January, 2023 | Commission File Number: 000-56261 |
|---|
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<br> House Brands Inc. | |
|---|---|
| Date: January 25, 2023 | /s/<br> Kyle Kazan |
| By:<br> Kyle Kazan | |
| Title:<br> Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated January 25, 2023 |
| 99.2 | Form 62-103F1 Required Disclosure Under the Early Warning Requirements, dated January 25, 2023 |
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Exhibit 99.1
PRESS RELEASE
This press release is issued pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System andRelated Take-Over Bid and Insider Reporting Issues.
Santa Monica, California – January 25, 2023 – On November 30, 2022, James B. Rosenwald III of 121 W Torrance Blvd, Suite 100, Redondo Beach, California USA 90277, disposed of an aggregate 128,263 multiple voting shares in the capital of Glass House Brands Inc. (the “Issuer”), over which he exercised control or direction, by way of a gift in a private transaction, which decreased Mr. Rosenwald’s securityholding percentage of multiple voting shares of the Issuer from approximately 19.93% to approximately 17.23%.
Immediately before the transaction that triggered the requirement to issue this release, Mr. Rosenwald owned and/or exercised control or direction over an aggregate 947,669 multiple voting shares in the capital of the Issuer (each multiple voting share having 50 votes per share for the election of Directors and all other matters), representing approximately 19.93% of the Issuer’s then issued and outstanding multiple voting shares; owned and/or exercised control or direction over an aggregate 2,855,585 subordinate, restricted and limited voting shares (together the “Equity Shares”) (each Equity Share having one vote per share for the election of Directors and all other matters) representing approximately 5.39% of the Issuer’s then issued and outstanding Equity Shares. Mr. Rosenwald also owned and/or exercised control or direction over warrants entitling the purchase of an aggregate 303,096 Equity Shares of the Issuer; or, assuming exercise of the warrants, Mr. Rosenwald owned and/or exercised control or direction over a total of 3,158,681 Equity Shares of the Issuer representing approximately 5.96% of the Equity Shares on a post-conversion beneficial ownership and/or direction or control basis.
Immediately after the transaction that triggered the requirement to issue this release, Mr. Rosenwald owned and/or exercised control or direction over an aggregate 819,406 multiple voting shares in the capital of the Issuer representing approximately 17.23% of the Issuer’s then issued and outstanding multiple voting shares and owned and/or exercised control or direction over an aggregate 2,735,085 Equity Shares representing approximately 5.16% of the Issuer’s then issued and outstanding Equity Shares. Mr. Rosenwald also owned and/or exercised control or direction over warrants entitling the purchase of an aggregate 303,097 Equity Shares of the Issuer; or, assuming exercise of the warrants, Mr. Rosenwald owned and/or exercised control or direction over a total of 3,038,182 Equity Shares of the Issuer representing approximately 5.73% of the Equity Shares on a post-conversion beneficial ownership and/or direction or control basis.
The investments in the Issuer will be evaluated and may be increased or decreased at Mr. Rosenwald’s discretion as circumstances warrant. As of the date of this release, Mr. Rosenwald has no future intention to acquire additional securities, or exercise of control or direction over additional securities of the Issuer or to dispose of securities of the Issuer that he owns or over which he exercises control or direction.
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A report in this regard will be electronically filed with regulators in each jurisdiction where the Issuer is reporting and will be available for viewing through the internet at the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. To obtain a copy of the report, contact Mr. Rosenwald at (310) 318-9000.
| (signed) “James B. Rosenwald III” |
|---|
| James B. Rosenwald III |
Exhibit 99.2
Form 62-103F1
Required Disclosure under the Early Warning Requirements
(State if the report is filed to amend information disclosed inan earlier report. Indicate the date of the report that is being amended.)
Item 1 – Security and Reporting Issuer
1.1 State the designation of securities to which this report relatesand the name and address of the head office of the issuer of the securities.
This report relates to common shares in the capital of:
Glass House Brands Inc. (the “Issuer”)
3645 Long Beach Blvd.
Long Beach, California USA 90807.
1.2 State the name of the market in which the transaction or otheroccurrence that triggered the requirement to file this report took place.
The transaction that triggered the requirement to file this report did not take place on a stock exchange or other market that represents a published market for the securities that are the subject of this report. See Item 2.2.
Item 2 – Identity of the Acquiror
2.1 State the name and address of the acquiror.
James B. Rosenwald III
121 W Torrance Blvd, Suite 100
Redondo Beach, California USA 90277.
2.2 State the date of the transaction or other occurrence that triggeredthe requirement to file this report and briefly describe the transaction or other occurrence.
On November 30, 2022, the acquiror disposed of an aggregate 128,263 multiple voting shares in the capital of the Issuer, over which he exercised control or direction, by way of a gift in a private transaction, representing approximately 2.70% of the issued and outstanding multiple voting shares of the Issuer.
As a result of the gift of the multiple voting shares, the securityholding percentage of the acquiror’s beneficial ownership of, and/or control or direction over the issued and outstanding multiple voting shares of the Issuer, decreased from 19.93% to 17.23%.
2.3 State the names of any joint actors.
Not applicable.
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INSTRUCTION:
If the acquiror is a corporation, general partnership,limited partnership, syndicate or other group of persons, provide its name, the address of its head office, its jurisdiction of incorporationor organization, and its principal business.
Item 3 – Interest in Securities of the Reporting Issuer
3.1 State the designation and number or principalamount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’ssecurityholding percentage in the class of securities.
See Item 2.2 above.
3.2 State whether the acquiror acquired ordisposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.
The acquiror disposed of shares over which he exercised control or direction which triggered the requirement to file this report. See Item 2.2 above.
3.3 If the transaction involved a securities lending arrangement,state that fact.
Not applicable.
3.4 State the designation and number or principalamount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after thetransaction or other occurrence that triggered the requirement to file this report.
Immediately before the transaction that triggered the requirement to file this report, the acquiror owned and/or exercised control or direction over an aggregate 947,669 multiple voting shares in the capital of the Issuer (each multiple voting share having 50 votes per share for the election of Directors and all other matters), representing approximately 19.93% of the Issuer’s then issued and outstanding multiple voting shares, owned and/or exercised control or direction over an aggregate 2,855,585 subordinate, restricted and limited voting shares (together the “Equity Shares”) (each Equity Share having one vote per share for the election of Directors and all other matters) representing approximately 5.39% of the Issuer’s then issued and outstanding Equity Shares. The acquiror also owned and/or exercised control or direction over warrants entitling the purchase of an aggregate 303,096 Equity Shares of the Issuer; or, assuming exercise of the warrants, the acquiror owned and/or exercised control or direction over a total of 3,158,681 Equity Shares of the Issuer representing approximately 5.96% of the Equity Shares on a post-conversion beneficial ownership and/or direction or control basis.
Immediately after the transaction that triggered the requirement to file this report, the acquiror owned and/or exercised control or direction over an aggregate 819,406 multiple voting shares in the capital of the Issuer representing approximately 17.23% of the Issuer’s then issued and outstanding multiple voting shares, owned and/or exercised control or direction over an aggregate 2,735,085 Equity Shares representing approximately 5.16% of the Issuer’s then issued and outstanding Equity Shares. The acquiror also owned and/or exercised control or direction over warrants entitling the purchase of an aggregate 303,097 Equity Shares of the Issuer; or, assuming exercise of the warrants, the acquiror owned and/or exercised control or direction over a total of 3,038,182 Equity Shares of the Issuer representing approximately 5.73% of the Equity Shares on a post-conversion beneficial ownership and/or direction or control basis.
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3.5 State the designation and number or principalamount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which
(a) the acquiror, either alone or together with any joint actors,has ownership and control,
The acquiror owns and/or exercises control over the securities referred to in Item 3.4 above.
(b) the acquiror, either alone or togetherwith any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor,
Not applicable - the acquiror owns and/or exercises control over the securities referred to in Item 3.4 above.
and
(c) the acquiror, either alone or togetherwith any joint actors, has exclusive or shared control but does not have ownership,
Not applicable - the acquiror owns and/or exercises control over the securities referred to in Item 3.4 above.
3.6 If the acquiror or any of its joint actorshas an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securitiesin respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impacton the acquiror’s securityholdings.
Not applicable.
3.7 If the acquiror or any of its joint actorsis a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is requiredunder this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amountof securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.
State if the securities lending arrangement is subject to the exceptionprovided in section 5.7 of NI 62-104.
Not applicable.
3.8 If the acquiror or any of its joint actorsis a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’seconomic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement,arrangement or understanding.
Not applicable.
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INSTRUCTIONS:
(i) “Relatedfinancial instrument” has the meaning ascribed to that term in NI 55-104. Item 3.6 encompasses disclosure of agreements, arrangementsor understandings where the economic interest related to a security beneficially owned or controlled has been altered.
(ii) For the purposesof Items 3.6, 3.7 and 3.8, a material term of an agreement, arrangement or understanding does not include the identity of the counterpartyor proprietary or commercially sensitive information.
(iii) For the purposesof Item 3.8, any agreements, arrangements or understandings that have been disclosed under other items in this Form do not have to bedisclosed under this item.
Item 4 – Consideration Paid
4.1 State the value, in Canadian dollars, of any consideration paidor received per security and in total.
Nil. No Consideration was received as the shares in question were disposed of by way of a gift. See Item 2.2.
4.2 In the case of a transaction or other occurrencethat did not take place on a stock exchange or other market that represents a published market for the securities, including an issuancefrom treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.
Nil. No Consideration was received as the shares in question were disposed of by way of a gift. See Item 2.2.
4.3 If the securities were acquired or disposed of other than bypurchase or sale, describe the method of acquisition or disposition.
Not applicable.
Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actorsfor the acquisition or disposition of securities of the reporting issuer.
The securities of the Issuer were acquired for investment purposes by the acquiror.
Describe any plans or future intentions which the acquiror and anyjoint 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 securities of the reporting issuer;
The acquiror will evaluate his investment in the Issuer and the investments over which the acquiror exercises control or direction and will increase or decrease the investments by future acquisitions or dispositions of securities of the Issuer at his discretion, as circumstances warrant.
The acquiror may, in the future and at his discretion, exercise warrants that he owns and or over which he has direction or control and, thus, acquire additional Equity Shares in the capital of the Issuer.
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(b) a corporate transaction,such as a merger, reorganization or liquidation, involving the reporting issuer or 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;
(d) a change in theboard of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directorsor to fill any existing vacancy on the board;
(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 thereporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of thereporting issuer by any person or company;
(h) a class of securitiesof the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
(j) a solicitation of proxies from securityholders;
(k) an action similar to any of those enumerated above.
As of the date of this report, the acquiror is not aware of any plans nor has any future intentions which would relate to or result in any of items (b) through (k) of Item 5 above.
Item 6 – Agreements, Arrangements, Commitmentsor Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements,arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respectto securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of anyof the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss,or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to acontingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosureof standard default and similar provisions contained in loan agreements need not be included.
Not applicable.
INSTRUCTIONS:
(i) Agreements, arrangementsor understandings that are described under Item 3 do not have to be disclosed under this item.
(ii) For thepurposes of Item 6, the description of any agreements, arrangements, commitments or understandings does not include naming the personswith whom those agreements, arrangements, commitments or understandings have been entered into, or proprietary or commercially sensitiveinformation.
Item 7 – Change in material fact
If applicable, describe any change in a material fact set out ina previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.
Not applicable.
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Item 8 – Exemption
If the acquiror relies on an exemption fromrequirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describethe facts supporting that reliance.
Not applicable.
Item 9 – Certification
The acquiror must certify that the informationis true and complete in every respect. In the case of an agent, the certification is based on the agent’s best knowledge, informationand belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete.
This report must be signed by each person on whose behalf the reportis filed or his authorized representative.
It is an offence to submit information that,in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.
Certificate
The certificate must state the following:
I, as the acquiror, certify, or I, as the agent filing the report on behalf of an 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.
January 25, 2023.
| (signed) “James B. Rosenwald III” |
|---|
| James B. Rosenwald III |