Canopy Growth Files 8-K on Security Holder Matters
Ticker: CGC · Form: 8-K · Filed: Apr 16, 2024 · CIK: 1737927
| Field | Detail |
|---|---|
| Company | Canopy Growth Corp (CGC) |
| Form Type | 8-K |
| Filed Date | Apr 16, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing, security-holder-rights
TL;DR
Canopy Growth 8-K filed: Changes to security holder rights, bylaws, and votes are on the table.
AI Summary
Canopy Growth Corporation filed an 8-K on April 16, 2024, reporting events as of April 12, 2024. The filing indicates material modifications to security holder rights, amendments to articles of incorporation or bylaws, and submission of matters to a vote of security holders. It also includes Regulation FD disclosures and financial statements/exhibits.
Why It Matters
This filing signals potential changes in Canopy Growth's corporate structure or governance that could impact shareholders' rights and the company's operational direction.
Risk Assessment
Risk Level: medium — Filings related to material modifications of security holder rights and amendments to governing documents can indicate significant corporate changes that may affect stock value.
Key Players & Entities
- Canopy Growth Corporation (company) — Registrant
- April 12, 2024 (date) — Earliest event reported
- April 16, 2024 (date) — Filing date
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates 'Material Modifications to Rights of Security Holders' as an item, but the specific details of these modifications are not provided in the provided text snippet.
Were there any amendments to Canopy Growth's Articles of Incorporation or Bylaws?
Yes, the filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item, suggesting such amendments were made or are being reported.
Were any matters submitted to a vote of Canopy Growth's security holders?
The filing includes 'Submission of Matters to a Vote of Security Holders' as an item, indicating that shareholder votes were held or are being reported.
What is the primary business of Canopy Growth Corporation?
Canopy Growth Corporation is classified under 'MEDICINAL CHEMICALS & BOTANICAL PRODUCTS' with SIC code 2833.
When is Canopy Growth's fiscal year end?
Canopy Growth's fiscal year ends on March 31st (03-31).
Filing Stats: 999 words · 4 min read · ~3 pages · Grade level 11 · Accepted 2024-04-16 17:06:10
Filing Documents
- tm2411978d1_8k.htm (8-K) — 35KB
- tm2411978d1_ex3-1.htm (EX-3.1) — 20KB
- tm2411978d1_ex99-1.htm (EX-99.1) — 41KB
- tm2411978d1_ex3-1img001.jpg (GRAPHIC) — 88KB
- tm2411978d1_ex3-1img002.jpg (GRAPHIC) — 97KB
- tm2411978d1_ex3-1img003.jpg (GRAPHIC) — 70KB
- tm2411978d1_ex3-1img004.jpg (GRAPHIC) — 238KB
- tm2411978d1_ex3-1img005.jpg (GRAPHIC) — 274KB
- tm2411978d1_ex3-1img006.jpg (GRAPHIC) — 285KB
- tm2411978d1_ex3-1img007.jpg (GRAPHIC) — 36KB
- tm2411978d1_ex99-1img002.jpg (GRAPHIC) — 15KB
- 0001104659-24-047866.txt ( ) — 1807KB
- cgc-20240412.xsd (EX-101.SCH) — 3KB
- cgc-20240412_lab.xml (EX-101.LAB) — 33KB
- cgc-20240412_pre.xml (EX-101.PRE) — 22KB
- tm2411978d1_8k_htm.xml (XML) — 4KB
03. Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required by Item 5.03 of Form 8-K, the information contained in Item 5.07 herein is incorporated by reference into this Item 5.03. At the Special Meeting (the " Special Meeting ") of shareholders of Canopy Growth Corporation (" Canopy Growth " or the " Company ") held on April 12, 2024, the Company's shareholders passed a special resolution authorizing and approving an amendment to the Company's Articles of Incorporation, as amended, in order to: (i) create and authorize the issuance of an unlimited number of a new class of non-voting and non-participating exchangeable shares (the " Exchangeable Shares ") and (ii) restate the rights of the Company's common shares (" Common Shares ") to provide for a conversion feature whereby each Common Share may at any time, at the option of the holder, be converted into one Exchangeable Share (the " Exchangeable Shares Resolution "). On April 12, 2024, the Company filed Articles of Amendment (the " Articles of Amendment ") to its Articles of Incorporation, as amended, to (i) create and authorize the issuance of an unlimited number of Exchangeable Shares and (ii) restate the rights of the Common Shares to provide for a conversion feature whereby each Common Share may at any time, at the option of the holder, be converted into one Exchangeable Share. The summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. On April 12, 2024, Canopy Growth held the Special Meeting. A total of 91,114,604 Common Shares were entitled to vote as of February 12, 2024, the record date for the Special Meeting. There were 32,250,578 Common Shares represented at the Special Meeting, at which Canopy Growth's shareholders were asked to consider, and if deemed advisable, pass the Exchangeable Shares Resolution, as described in more detail in Canopy Growth's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on February 12, 2024. Set forth below are the final voting results with respect to the Exchangeable Shares Resolution. Votes For Votes Against Abstain Broker Non-Votes 30,818,252 1,313,601 118,725 — Based on the votes set forth above, Canopy Growth's shareholders approved the Exchangeable Shares Resolution.
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On April 15, 2024, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information set forth and incorporated by reference in Item 7.01 of this Current Report on Form 8-K (this " Current Report "), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of such section. The information set forth and incorporated by reference in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any incorporation by reference language in any such filing.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Articles of Amendment to Articles of Incorporation of Canopy Growth Corporation, dated April 12, 2024. 99.1 Press Release, dated April 15, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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. CANOPY GROWTH CORPORATION By: /s/ Judy Hong Judy Hong Chief Financial Officer Date: April 16, 2024