Canopy Growth Files 8-K on Equity Sales

TL;DR

Canopy Growth sold unregistered equity, details to follow.

AI Summary

On December 9, 2024, Canopy Growth Corporation filed an 8-K report detailing unregistered sales of equity securities. The filing also included a Regulation FD Disclosure and financial statements and exhibits. Specific details regarding the nature and terms of the unregistered sales, including the number of securities sold and the aggregate offering price, are not fully elaborated in the provided text.

Why It Matters

This filing indicates Canopy Growth is issuing new equity, which could dilute existing shareholders or provide necessary capital for operations.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes signal financial distress or lead to dilution for existing shareholders.

Key Players & Entities

• Canopy Growth Corporation (company) — Registrant
• December 9, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $19.5 million — payment with a value of approximately US$19.5 million of the Company's common shares (the "Bo
• $3.60 — its common shares (at a price equal to $3.60 (the "Closing Price") less a 7.5% disco
• $3.66 — of the Company at an exercise price of $3.66 per common share until June 6, 2029. Th

Filing Documents

• tm2430501d1_8k.htm (8-K) — 30KB
• tm2430501d1_ex99-1.htm (EX-99.1) — 32KB
• 0001104659-24-126760.txt ( ) — 242KB
• cgc-20241209.xsd (EX-101.SCH) — 3KB
• cgc-20241209_lab.xml (EX-101.LAB) — 33KB
• cgc-20241209_pre.xml (EX-101.PRE) — 22KB
• tm2430501d1_8k_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As previously disclosed, Canopy Growth Corporation (the "Company") agreed to make a payment with a value of approximately US$19.5 million of the Company's common shares (the "Bonus Payment Canopy Shares") to an eligible participant pursuant to the existing tax receivable bonus plans (as amended, the "Bonus Plans") of a subsidiary of Acreage Holdings, Inc. ("Acreage"). On December 9, 2024, in connection with the acquisition of the outstanding shares of Acreage (the "Acreage Acquisition") by Canopy USA, LLC ("Canopy USA"), the Company satisfied this payment by issuing an aggregate of 5,118,426 Bonus Payment Canopy Shares to an eligible participant under the Bonus Plans. The Bonus Payment Canopy Shares were issued in reliance on the exemption from securities registration in Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"). On December 9, 2024, in connection with the Acreage Acquisition, the Company entered into an agreement with Canopy USA, pursuant to which, on December 9, 2024, the Company issued 1,315,553 of its common shares (at a price equal to $3.60 (the "Closing Price") less a 7.5% discount) (the "Put Shares") and 1,197,658 common share purchase warrants (each, a "Put Warrant") to certain securityholders of Acreage (the "Put Holders") in order to satisfy an outstanding put liability. Each Put Warrant entitles the holder to acquire one common share of the Company at an exercise price of $3.66 per common share until June 6, 2029. The Put Shares and the Put Warrants were issued in reliance on the exemption from securities registration in Section 4(a)(2) under the Securities Act. The Company also provided the Put Holders with customary registration rights. In addition, in connection with the Acreage Acquisition, the Company entered into certain transfer agreements with the vendors party thereto effective December 9, 2024, pursuant to which, among other things, on December 9, 2

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 9, 2024, the Company issued a press release titled "Canopy Growth Confirms Canopy USA's Completed Acquisition of Acreage", a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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 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 99.1 Press Release, dated December 9, 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: December 9, 2024

View Full Filing

View this 8-K filing on SEC EDGAR