Canopy Growth Corp Files 8-K with Material Agreements

TL;DR

Canopy Growth filed an 8-K detailing material definitive agreements and other key events.

AI Summary

Canopy Growth Corporation announced on June 3, 2024, that it has entered into a material definitive agreement related to its financial obligations. The company also disclosed information under Regulation FD and reported other events, along with financial statements and exhibits.

Why It Matters

This filing indicates significant financial and operational developments for Canopy Growth, potentially impacting its market position and investor outlook.

Risk Assessment

Risk Level: medium — Filings of this nature can signal significant corporate actions, which may carry inherent financial and operational risks.

Key Players & Entities

• Canopy Growth Corporation (company) — Registrant
• June 3, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $28.5 million — nt, the Optionor previously deposited US$28.5 million (the "Option Premium") into an interest
• $99.8 million — gregate amount equal to approximately US$99.8 million (the "AFC Obligations"). As considerati
• $69.8 million — made a cash payment of approximately US$69.8 million to the AFC Parties. On June 3, 2024, t
• $2.2 million — T in an amount equal to approximately US$2.2 million pursuant to the terms of an assignment
• $3 m — , including a minimum cash balance of US$3 million, a maximum Senior Leverage Ratio
• $45.6 million — Call Right") over VRT's approximately US$45.6 million interest in Acreage's debt pursuant to

Filing Documents

• tm2416367d1_8k.htm (8-K) — 51KB
• tm2416367d1_ex10-1.htm (EX-10.1) — 29KB
• tm2416367d1_ex10-2.htm (EX-10.2) — 37KB
• tm2416367d1_ex10-3.htm (EX-10.3) — 28KB
• tm2416367d1_ex10-4.htm (EX-10.4) — 916KB
• tm2416367d1_ex10-5.htm (EX-10.5) — 224KB
• tm2416367d1_ex99-1.htm (EX-99.1) — 22KB
• 0001104659-24-068499.txt ( ) — 1718KB
• cgc-20240603.xsd (EX-101.SCH) — 3KB
• cgc-20240603_lab.xml (EX-101.LAB) — 33KB
• cgc-20240603_pre.xml (EX-101.PRE) — 22KB
• tm2416367d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, Canopy Growth Corporation (the "Company" or "Canopy Growth") and Acreage Holdings, Inc. ("Acreage") are parties to an arrangement agreement, dated April 18, 2019, as amended on May 15, 2019, September 23, 2020 and November 17, 2020 (the "Fixed Share Arrangement Agreement"). Canopy Growth and Acreage implemented the plan of arrangement set forth in the Fixed Share Arrangement Agreement on September 23, 2020 (the "Fixed Share Arrangement") pursuant to which, among other things, the Company acquired the option (the "Fixed Share Call Option") to acquire all of the issued and outstanding Class E subordinate voting shares of Acreage (the "Fixed Shares"), the completion of which remains subject to certain closing conditions, including, among other things, the satisfaction or waiver of the Purchaser Acquisition Closing Conditions (as defined in the Fixed Share Arrangement Agreement). Canopy Growth, Canopy USA, LLC ("Canopy USA") and Acreage are also parties to an arrangement agreement, dated October 24, 2022, as amended on March 17, 2023, May 31, 2023, August 31, 2023, October 31, 2023, December 29, 2023, March 29, 2024, April 25, 2024 and May 8, 2024 (the "Floating Share Arrangement Agreement"), pursuant to which Canopy USA has agreed to acquire all of the issued and outstanding Class D subordinate voting shares of Acreage (the "Floating Shares") pursuant to a plan of arrangement set out in the Floating Share Arrangement Agreement (the "Floating Share Arrangement"). The completion of the Floating Share Arrangement is subject to certain closing conditions, including, among other things, the satisfaction or waiver of the closing conditions contained in the Fixed Share Arrangement Agreement. 11065220 Canada Inc., a wholly-owned subsidiary of Canopy Growth (the "Optionor"), AFC Gamma, Inc. ("AFCG"), AFC Institutional Fund LLC ("AFCI" and together with AFCG, the "AFC Lenders") and Viridescent Re

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 4, 2024, Canopy Growth issued a press release titled " Canopy Growth Announces Exercise of Acreage Options Paving the Way for Acquisition by Canopy USA" to announce, among other things, the acquisition of certain outstanding debt of Acreage, the exercise of the Fixed Share Call Option and the Canopy USA Closings (as defined below), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 3 The information set forth and incorporated by reference in Item 7.01 of 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 of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

01 Other Events

Item 8.01 Other Events. As previously disclosed, on May 6, 2024, Canopy USA, LLC ("Canopy USA") exercised (a) the options to acquire 100% of the membership interests of Mountain High Products, LLC ("Mountain High"), Wana Wellness, LLC ("Wana Wellness") and The Cima Group, LLC ("Cima"); and (b) the options to acquire shares of Lemurian, Inc. ("Jetty"). On May 31, 2024, Canopy USA completed the acquisitions of Wana Wellness and Cima and acquired approximately 76.8% of the shares of Jetty (collectively, the "Canopy USA Closings"). Subject to receipt of all required regulatory approvals, Canopy USA is expected to close on the acquisition of Mountain High in the first half of fiscal 2025. On June 3, 2024, the Fixed Share Call Option was exercised in accordance with the terms of the Fixed Share Arrangement Agreement. In connection with the Floating Share Arrangement, Canopy USA is expected to acquire all of the Fixed Shares and Floating Shares and in connection therewith, Acreage would become a wholly owned subsidiary of Canopy USA. Closing of the acquisition of Acreage remains subject to all of the closing conditions set forth in the Fixed Share Arrangement Agreement and the Floating Share Arrangement Agreement. There can be no certainty, nor can the Company provide any assurance, that all conditions precedent will be satisfied or waived, which may result in the acquisition of Acreage not being completed.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Description 10.1+ Assignment and Acceptance, dated as of June 3, 2024, by and among AFC Gamma, Inc., AFC Institutional Fund LLC and AFC Agent LLC, as assignors, and 11065220 Canada Inc., as assignee. 10.2*+ Commitment Letter Agreement, dated June 3, 2024, by and between Viridescent Realty Trust, Inc. and 11065220 Canada Inc. 10.3 Assignment and Acceptance, dated as of June 3, 2024, by and between 11065220 Canada Inc., as assignor, and Viridescent Realty Trust, Inc., as assignee. 10.4* Amended and Restated Credit Agreement, dated as of June 3, 2024, by and among Viridescent Realty Trust, Inc. and 11065220 Canada Inc., as lenders, High Street Capital Partners, LLC, as borrower, Acreage Holdings, Inc. and each other loan party identified on the signature pages thereto, and VRT Agent LLC, as agent for the lenders. 10.5 Agreement Among Lenders, dated as of June 3, 2024, by and among Viridescent Realty Trust, Inc., as First Out Lender, 11065220 Canada Inc., as Last Out Lender, VRT Agent LLC, as Administrative Agent, and acknowledged by the other Loan Parties thereto. 99.1 Press Release, dated June 4, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. + Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Company treats as private or confidential. The Company hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC. 4

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: June 5, 2024 5

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View this 8-K filing on SEC EDGAR