Canopy Growth Corp 8-K Filing

Ticker: CGC · Form: 8-K · Filed: Dec 15, 2025 · CIK: 1737927

Canopy Growth Corp 8-K Filing Summary
FieldDetail
CompanyCanopy Growth Corp (CGC)
Form Type8-K
Filed DateDec 15, 2025
Pages15
Reading Time19 min
Key Dollar Amounts$0.144, $17 million, $4,000,000, $0.98, $2.61
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Canopy Growth Corp (ticker: CGC) to the SEC on Dec 15, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $0.144 (le share, a "Canopy Growth Share") and C$0.144 in cash for each MTL Share (the "Cash C); $17 million (ly 38 million Canopy Growth Shares and C$17 million in cash in the aggregate (based on the); $4,000,000 (ent provides that a termination fee of C$4,000,000 (the "Termination Fee") will be payable); $0.98 (ember 19, 2028 at an exercise price of C$0.98 per MTL Share (each whole warrant, an "); $2.61 (mber 19, 2028, at an exercise price of C$2.61 per Canopy Growth Share, with each Repl).

How long is this filing?

Canopy Growth Corp's 8-K filing is 15 pages with approximately 4,646 words. Estimated reading time is 19 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 4,646 words · 19 min read · ~15 pages · Grade level 19.4 · Accepted 2025-12-15 07:15:33

Key Financial Figures

  • $0.144 — le share, a "Canopy Growth Share") and C$0.144 in cash for each MTL Share (the "Cash C
  • $17 million — ly 38 million Canopy Growth Shares and C$17 million in cash in the aggregate (based on the
  • $4,000,000 — ent provides that a termination fee of C$4,000,000 (the "Termination Fee") will be payable
  • $0.98 — ember 19, 2028 at an exercise price of C$0.98 per MTL Share (each whole warrant, an "
  • $2.61 — mber 19, 2028, at an exercise price of C$2.61 per Canopy Growth Share, with each Repl
  • $2,000,000 — rd and Michel Clement in the amount of C$2,000,000. The PSUs will only vest upon the achie
  • $25,000 — Michel Clement is entitled to receive C$25,000 per month for each month he provides se
  • $450,000 — Perron is entitled to a base salary of C$450,000 and a discretionary annual performance
  • $30,000 — Growth Equity Incentive Plan) equal to C$30,000 and stock options with an exercise pric
  • $20,000 — ant and an aggregate exercise price of C$20,000; and Mr. Perron is entitled to a rete

Filing Documents

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): December 14, 2025 Canopy Growth Corporation (Exact name of registrant as specified in its charter) Canada 001-38496 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1 Hershey Drive Smiths Falls , Ontario K7A 0A8 (Address of principal executive offices) (Zip Code) ( 855 ) 558-9333 (Registrant's telephone number, including area code) Not Applicable (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: 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 of each class Trading Symbol(s) Name of each exchange on which registered Common Shares, no par value CGC The Nasdaq Stock Market LLC 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. Item1.01 Entry into a Material Definitive Agreement. Arrangement Agreement On December 14, 2025, Canopy Growth Corporation ("Canopy Growth") entered into an arrangement agreement (the "Arrangement Agreement") with MTL Cannabis Corp. ("MTL") pursuant to which, among other things, Canopy Growth agreed to acquire all of the issued and outstanding common shares in the capital of MTL (the "MTL Shares") on the basis of 0.32 of a common share of Canopy Growth (each whole share, a "Canopy Growth Share") and C$0.144 in cash for each MTL Share (the "Cash Consideration"), or approximately 38 million Canopy Growth Shares and C$17 million in cash in the aggregate (based on the currently issued and outstanding MTL Shares on a non-diluted basis), by way of a plan of arrangement under the Canada Business Corporations Act (the "Arrangement"). In addition, pursuant to the Arrangement, Canopy Growth will issue up to an additional 2,956,391 Canopy Growth Shares in exchange for the Release (as defined below). Certain Conditions and Procedures Relating to Approval of the Arrangement The Arrangement is subject to the conditions set forth in the Arrangement Agreement, including, among others: (i) approval by the Supreme Court of British Columbia (the "Court") at a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement; (ii) any approvals required under the Competition Act (Canada); and (iii) approval by the shareholders of MTL as required by applicable corporate and securities laws. The shareholders of MTL will be asked to vote on a resolution (the "Arrangement Resolution") to, among other things, approve the Arrangement at a shareholder meeting to be called for such purpose (the "Meeting"). MTL will convene and hold the Meeting as soon as reasonably practicable following receipt of the interim order of the Court and, in any event, not later than February 17, 2026 or such other date as agreed to by Canopy Growth and MTL. The implementation of the Arrangement is conditional upon the adoption of the Arrangement Resolution by (i) the affirmative vote of holders of at least two-thirds of the MTL Shares present in person or represented by proxy at the Meeting and (ii) a simple majority of the votes cast on the Arrangement Resolution excluding the votes for MTL Shares held and/or controlled by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (collectively, "MTL Shareholder Approval"). Canopy Growth Shares to be Issued in Exchange for Release of Claims Certain former shareholders (the "MC Shareholders") of Montreal Cannabis Medical, Inc. ("MC"), which was a company previously acquired by MTL, are, in the event of certain enumerated dilutive transactions with respect to certain outstanding convertible securities of MTL, entitled to a number of MTL Shares pursuant to a Second Restated Sha

View Full Filing

View this 8-K filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.