8-K
iANTHUS CAPITAL HOLDINGS, INC. (ITHUF)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): September 1, 2021
IANTHUS
CAPITAL HOLDINGS, INC.
(Name of registrant in its charter)
| British Columbia, Canada | 000-56228 | 98-1360810 |
|---|---|---|
| (State or jurisdiction of | (Commission File | (IRS Employer |
| incorporation or organization) | Number) | Identification No.) |
420 Lexington Avenue, Suite414
New York, NY 10170
(Address of principal executive offices)
(646) 518-9411
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instructions A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br>of each class | Trading<br>Symbol(s) | Name<br>of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 OtherEvents.
On September 1, 2021, iAnthus Capital Holdings, Inc. (the “Company”) issued a press release disclosing that the United States District Court for the Southern District of New York granted the Company’s motion to dismiss with respect to (i) various shareholder class action claims filed against the Company and certain of its current and former officers and directors alleging violations of U.S. securities laws; and (ii) a complaint filed by Hi-Med LLC against the Company and certain of its current and former officers and directors alleging violations of U.S. securities laws and other state-law claims. The plaintiffs may move for leave to file proposed second amended complaints by September 30, 2021.
A copy of the press release is attached as Exhibit 99.1 to this Report, and the information contained therein is incorporated by reference into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated September 1, 2021 |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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 hereunto duly authorized.
| IANTHUS CAPITAL HOLDINGS, INC. | ||
|---|---|---|
| Date: September 2, 2021 | By: | /s/ Randy Maslow |
| Randy Maslow<br><br> <br>Interim Chief Executive Officer |
Exhibit 99.1
iAnthus Announces Dismissal of U.S. Class Action Complaint and Complaint Filed by Hi-Med LLC
NEW YORK and TORONTO, Sept. 1, 2021 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that it has won a dismissal of the complaints filed in the previously disclosed consolidated actions (the "Consolidated U.S. Actions") in the United States District Court for the Southern District of New York.
The Consolidated U.S. Actions include: (a) various shareholder class action claims filed in the Southern District of New York against, among others, iAnthus and certain of its current and former officers and directors alleging violations of the U.S. securities laws; and (b) a complaint filed by Hi-Med LLC in the Southern District of New York against iAnthus and certain of its current and former officers and directors alleging violations of the U.S. securities laws and other state-law claims.
In a memorandum of opinion dated August 30, 2021, Judge Lewis A. Kaplan of the United States District Court for the Southern District of New York, granted iAnthus' motion to dismiss the complaints filed in the Consolidated U.S. Actions. The Court stated that plaintiffs may move for leave to file proposed second amended complaints by September 30, 2021.
About iAnthus
iAnthus owns and operates licensed cannabis cultivation, processing and dispensary facilities throughout the United States. For more information, visit www.iAnthus.com.
COVID-19 Risk Factor
The Company may be impacted by business interruptions resulting from pandemics and public health emergencies, including those related to COVID-19. An outbreak of infectious disease, a pandemic, or a similar public health threat, such as the recent outbreak of COVID-19, or a fear of any of the foregoing could adversely impact the Company by causing operating, manufacturing, supply chain, and project development delays and disruptions, labor shortages, travel, and shipping disruption and shutdowns (including as a result of government regulation and prevention measures). It is unknown whether and how the Company may be affected if such a pandemic persists for an extended period of time, including as a result of the waiver of regulatory requirements or the implementation of emergency regulations to which the Company is subject. Although the Company has been deemed essential and/or has been permitted to continue operating its facilities in the states in which it cultivates, processes, manufactures, and sells cannabis during the pendency of the COVID-19 pandemic, there is no assurance that the Company's operations will continue to be deemed essential and/or will continue to be permitted to operate. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results, financial condition, and the trading price of the Company's common shares.
Forward Looking Statements
Statements in this news release contain forward-looking statements. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in Company's reports that it files from time to time with the SEC and the Canadian securities regulators which you should review including, but not limited to, the Company's Annual Report on Form 10-K filed with the SEC. When used in this news release, words such as "will", "could", "plan", "estimate", "expect", "intend", "may", "potential", "believe", "should" and similar expressions, are forward-looking statements. Forward-looking statements may include, without limitation, statements relating to the Consolidated U.S. Actions and the Company's financial performance, business development and results of operations.
These forward-looking statements should not be relied upon as predictions of future events, and the Company cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by the Company or any other person that it will achieve its objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this news release or to reflect the occurrence of unanticipated events, except as required by law.
The Canadian Securities Exchange has not reviewed,approved or disapproved the content of this news release.
SOURCE iAnthus Capital Holdings, Inc.
View original content: http://www.newswire.ca/en/releases/archive/September2021/01/c2581.html
%CIK: 0001643154
For further information: For Corporate/Investors: Julius Kalcevich, CFO, iAnthus Capital Holdings, Inc., 1-646-518-9411, investors@ianthuscapital.com; For Media: Greg Marose / Charlotte Kiaie, MKA Communications, 1-646-386-0091, ianthus@mkacomms.com
CO: iAnthus Capital Holdings, Inc.
CNW 08:00e 01-SEP-21