Organigram Global Inc 6-K, filed Mar 1, 2023
Organigram Global Inc. (OGI)
About this 6-K
Organigram Global Inc filed this 6-K on March 1, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2023
Commission File Number: 001-38885
ORGANIGRAM HOLDINGS INC.
(Translation of registrant’s name into English)
333 Bay Street, Suite 1250
Toronto, Ontario, Canada M5H 2R2
(Address of principal executive offices)
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 ☒
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): ☐
SUBMITTED HEREWITH
Exhibits
| 99.1 | News release dated February 28, 2023 | |
| 99.2 | Report of Voting Results dated February 28, 2023 | |
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.
| ORGANIGRAM HOLDINGS INC. |
| /s/ Derrick West |
| Derrick West |
| Chief Financial Officer |
Date: February 28, 2023
Exhibit 99.1
Organigram Holdings Inc. Announces Election of Directors
TORONTO, Ontario – (BUSINESS WIRE) – February 28, 2023 – Organigram Holdings Inc. (“Organigram” or the “Corporation”) (TSX: OGI) (NASDAQ: OGI) announced today the results of voting at its annual general and special meeting of shareholders held on February 28, 2023 (the “Meeting”).
Each of the nine nominees listed in the Corporation’s management information circular dated January 16, 2023 (the “Circular”) provided in connection with the Meeting was elected as a director of Organigram at the Meeting. Organigram received proxies at the Meeting as set out below:
| Nominee |
# Votes For | % of Votes For |
# Votes Against |
% of Votes Against |
||||||||||||
| Peter Amirault |
98,455,032 | 98.343 | % | 1,658,409 | 1.657 | % | ||||||||||
| Beena Goldenberg |
98,528,461 | 98.417 | % | 1,584,979 | 1.583 | % | ||||||||||
| Dexter John |
94,675,979 | 94.569 | % | 5,436,666 | 5.431 | % | ||||||||||
| Geoffrey Machum |
97,875,819 | 97.765 | % | 2,237,622 | 2.235 | % | ||||||||||
| Ken Manget |
93,915,178 | 93.810 | % | 6,197,468 | 6.190 | % | ||||||||||
| Sherry Porter |
97,991,875 | 97.881 | % | 2,121,567 | 2.119 | % | ||||||||||
| Stephen Smith |
93,508,742 | 93.404 | % | 6,603,905 | 6.596 | % | ||||||||||
| Marni Wieshofer |
94,355,993 | 94.250 | % | 5,756,653 | 5.750 | % | ||||||||||
| Simon Ashton |
87,460,097 | 87.361 | % | 12,653,346 | 12.639 | % | ||||||||||
The biographies of the Corporation’s directors are set out in the Circular, which is available under the Corporation’s profile on SEDAR at www.sedar.com. and on EDGAR at www.sec.gov.
About Organigram Holdings Inc.
Organigram Holdings Inc. is a NASDAQ Global Select Market and TSX listed company whose wholly owned subsidiaries include: Organigram Inc. and Laurentian Organic Inc., licensed producers of cannabis and cannabis-derived products in Canada, and The Edibles and Infusions Corporation, a licensed manufacturer of cannabis-infused edibles in Canada.
Organigram is focused on producing high-quality, cannabis for patients and adult recreational consumers, as well as developing international business partnerships to extend the Company’s global footprint. Organigram has also developed and acquired a portfolio of legal adult-use recreational cannabis brands, including Edison, Big Bag O’ Buds, SHRED, SHRED’ems, Monjour, Laurentian, Tremblant Cannabis and Trailblazer. Organigram operates facilities in Moncton, New Brunswick and Lac-Supérieur, Quebec, with a dedicated edibles manufacturing facility in Winnipeg, Manitoba. The Company is regulated by the Cannabis Act and the Cannabis Regulations (Canada).
Forward-Looking Information
This news release contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words and phrases or state that certain actions, events, or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, events, performance or achievements of Organigram to differ materially from current expectations or future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information include changes to market conditions, consumer preferences and regulatory climate, and factors and risks as disclosed in the Company’s most recent annual information form, management’s discussion and analysis and other Company documents filed from time to time on SEDAR (see www.sedar.com) and filed or furnished to the Securities and Exchange Commission on EDGAR (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this news release are made as of the date of this news release and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
For Investor Relations enquiries:
investors@organigram.ca
For Media enquiries:
Paolo De Luca
paolo.deluca@organigram.ca
Chief Strategy Officer, Organigram
Exhibit 99.2
ORGANIGRAM HOLDINGS INC.
(the “Corporation”)
Annual General and Special Meeting of Shareholders
Held on February 28, 2023
REPORT OF VOTING RESULTS
Pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, this report describes the matters decided at the 2022 Annual General and Special Meeting of Shareholders of the Corporation held on February 28, 2023 (the “Meeting”). All matters voted upon at the Meeting were voted upon by proxy or virtually at the meeting. Full details of the matters are set out in the Corporation’s management information circular dated January 16, 2023, which is available on SEDAR at www.sedar.com. and on EDGAR at www.sec.gov.
| 1. | ELECTION OF DIRECTORS |
Each of the following individuals were elected as directors of the Corporation for a term expiring at the conclusion of the next annual meeting of shareholders of the Corporation, or until their successors are elected or appointed. The voting results were as follows:
| Nominee |
# Votes For | % of Votes For |
# Votes Against |
% of Votes Against |
||||||||||||
| Peter Amirault |
98,455,032 | 98.343 | % | 1,658,409 | 1.657 | % | ||||||||||
| Beena Goldenberg |
98,528,461 | 98.417 | % | 1,584,979 | 1.583 | % | ||||||||||
| Dexter John |
94,675,979 | 94.569 | % | 5,436,666 | 5.431 | % | ||||||||||
| Geoffrey Machum |
97,875,819 | 97.765 | % | 2,237,622 | 2.235 | % | ||||||||||
| Ken Manget |
93,915,178 | 93.810 | % | 6,197,468 | 6.190 | % | ||||||||||
| Sherry Porter |
97,991,875 | 97.881 | % | 2,121,567 | 2.119 | % | ||||||||||
| Stephen Smith |
93,508,742 | 93.404 | % | 6,603,905 | 6.596 | % | ||||||||||
| Marni Wieshofer |
94,355,993 | 94.250 | % | 5,756,653 | 5.750 | % | ||||||||||
| Simon Ashton |
87,460,097 | 87.361 | % | 12,653,346 | 12.639 | % | ||||||||||
| 2. | APPOINTMENT OF AUDITOR |
KPMG LLP was appointed as the auditor of the Corporation until the next annual meeting of the shareholders of the Corporation or until its successor is appointed and the directors of the Corporation were authorized to fix the remuneration of such auditor. The voting results were as follows:
| # Votes For |
% Votes For | # Votes Withheld | % Votes Withheld | |||||||||
| 140,837,714 |
96.965 | % | 4,408,718 | 3.035 | % | |||||||
| 3. | Re-Approve the 2020 Equity Incentive Plan |
The long-term omnibus equity incentive plan originally adopted by the board of directors of the Corporation on January 23, 2020, and then again on January 16, 2023, was re-approved. According to the final scrutineer report, the voting results were as follows:
| # Votes For |
% Votes For | # Votes Against | % Votes Against | |||||||||
| 88,411,332 |
88.311 | % | 11,702,110 | 11.689 | % | |||||||
| 4. | Approval of Articles of Amendment to Delete the Preferred Shares from the Authorized Share Capital of the Company |
The articles of amendment conditionally approved by the board of directors, subject to shareholder approval, were approved. According to the final scrutineer report, the voting results were as follows:
| # Votes For |
% Votes For | # Votes Against | % Votes Against | |||||||||
| 98,155,467 |
98.044 | % | 1,957,975 | 1.956 | % | |||||||
| 5. | Approval of Articles of Amendment to Effect a Consolidation of the Issued and Outstanding Common Shares of the Company |
The articles of amendment conditionally approved by the board of directors, subject to, among other things, shareholder approval, were approved. According to the final scrutineer report, the voting results were as follows:
| # Votes For |
% Votes For | # Votes Against | % Votes Against | |||||||||
| 132,648,239 |
91.326 | % | 12,598,193 | 8.674 | % | |||||||
Dated this 28th day of February, 2023.
| ORGANIGRAM HOLDINGS INC. | ||
| By: | “Beena Goldenberg” | |
| Name: Beena Goldenberg | ||
| Title: Chief Executive Officer | ||