Canopy Growth Corp. Files S-1 Registration Statement

TL;DR

<b>Canopy Growth Corporation has filed an S-1 registration statement with the SEC on January 26, 2024.</b>

AI Summary

Canopy Growth Corp (CGC) filed a IPO Registration (S-1) with the SEC on January 26, 2024. Canopy Growth Corporation has filed an S-1 registration statement with the SEC. The filing is dated January 26, 2024. The company's principal executive offices are located at 1 Hershey Drive, Smiths Falls, Ontario, Canada K7A 0A8. The filing is made under the Securities Act of 1933. The SIC code for the company is 2833 (Medicinal Chemicals & Botanical Products).

Why It Matters

For investors and stakeholders tracking Canopy Growth Corp, this filing contains several important signals. This S-1 filing indicates Canopy Growth is preparing for a potential public offering or significant securities transaction. The filing provides detailed information about the company's business, financials, and risks, which is crucial for investors to assess potential investments.

Risk Assessment

Risk Level: low — Canopy Growth Corp shows low risk based on this filing. The filing is a standard S-1 registration statement, which is a routine regulatory requirement for public companies preparing for securities offerings, and does not inherently signal immediate financial distress or significant new risks.

Analyst Insight

Investors should review the full S-1 filing to understand Canopy Growth's business strategy, financial health, and associated risks before considering any investment.

Key Numbers

• 2024-01-26 — Filing Date (Date the S-1 registration statement was filed)
• 333-276704 — SEC File Number (SEC file number for the registration statement)
• K7A 0A8 — ZIP Code (ZIP code for principal executive offices)
• 855-558-9333 — Business Phone (Business phone number)

Key Players & Entities

• Canopy Growth Corporation (company) — Registrant name
• 0001737927 (company) — Central Index Key
• 2833 (company) — Standard Industrial Classification Code
• 1 Hershey Drive Smiths Falls, Ontario, Canada K7A 0A8 (company) — Registrant's principal executive offices address
• CT Corporation System (company) — Agent for service
• Christelle Gedeon (person) — Copies to
• Yariv Katz (person) — Copies to
• Keith Pisani (person) — Copies to

Forward-Looking Statements

• Canopy Growth will likely issue new shares or other securities within the next 12 months to raise capital. (Canopy Growth Corporation) — medium confidence, target: January 26, 2025
• The company will use proceeds from any future offering to fund operations or reduce debt. (Canopy Growth Corporation) — medium confidence, target: N/A

FAQ

Industry Context

Canopy Growth Corporation operates in the medicinal chemicals and botanical products industry, as indicated by its SIC code.

Regulatory Implications

The S-1 filing is a requirement under the Securities Act of 1933 for companies offering securities to the public.

What Investors Should Do

1. Review the full S-1 filing for detailed business and financial information.
2. Analyze the risk factors section for potential investment concerns.
3. Monitor future SEC filings for updates on Canopy Growth's securities activities.

Key Dates

• 2024-01-26: Filing of S-1 Registration Statement — Indicates preparation for potential securities offering or significant corporate action.

Year-Over-Year Comparison

This is an initial S-1 filing, so there is no prior filing to compare against for 'vs last filing' data.

Key Financial Figures

• $4.83 — Common Share at an exercise price of US$4.83. The Series A Warrants and the Series B
• $4.65 — n the Nasdaq Global Select Market was US$4.65 per share. Neither the SEC nor any st
• $39.4 million — full for cash, would be approximately US$39.4 million. Proceeds, if any, received from the ex
• $35,000,000 — gregate gross proceeds of approximately $35,000,000 on January 19, 2024. The purchase price
• $4.29 — , 2024. The purchase price per Unit was $4.29. We have prepared this prospectus to

Filing Documents

• tm242252-1_s1.htm (S-1) — 399KB
• tm242252d5_ex5-1.htm (EX-5.1) — 28KB
• tm242252d5_ex23-1.htm (EX-23.1) — 4KB
• tm242252d5_ex-filingfees.htm (EX-FILING FEES) — 18KB
• lg_canopygrowth-4c.jpg (GRAPHIC) — 43KB
• tm242252d5_ex5-1img001.jpg (GRAPHIC) — 10KB
• tm242252d5_ex5-1img002.jpg (GRAPHIC) — 35KB
• tm242252d5_ex23-1img001.jpg (GRAPHIC) — 11KB
• 0001104659-24-006948.txt (&nbsp;) — 588KB

USE OF PROCEEDS

USE OF PROCEEDS 7 DESCRIPTION OF COMMON SHARES 8 SELLING SECURITYHOLDERS 9 PLAN OF DISTRIBUTION 11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13 LEGAL MATTERS 15 EXPERTS 15 ENFORCEABILITY OF CIVIL LIABILITIES 16 i TABLE OF CONTENTS ABOUT THIS PROSPECTUS Unless the context otherwise requires, all references in this prospectus to "Canopy Growth," the "Company," "we," "us" and "our" mean Canopy Growth Corporation and its consolidated subsidiaries. You should carefully read this prospectus and any prospectus supplement or free writing prospectus that we may authorize for use, together with the additional information described under the heading "Where You Can Find More Information." This prospectus does not contain all of the information set forth in the registration statement we have filed with the SEC of which this prospectus forms a part, certain parts of which are omitted in accordance with the rules and regulations of the SEC. You may refer to the registration statement of which this prospectus forms a part and the exhibits to the registration statement for further information with respect to us and the Common Shares. We have not authorized anyone to provide you with any information other than that contained in or incorporated by reference into this prospectus. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders are making offers to sell the Common Shares in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus and any prospectus supplement or free writing prospectus that we may authorize for use is accurate only as of the date on its respective cover, and that any information incorporated by reference is accurate only as of

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of Shares by the Selling Securityholders. We would, however, receive proceeds upon the exercise of the Warrants held by the Selling Securityholders which, if such Warrants are exercised in full for cash, would be approximately US$39.4 million. Proceeds, if any, received from the exercise of any such Warrants will be used to pay down debt as well as for working capital and other general corporate purposes. No assurances can be given that any such Warrants will be exercised. Market for Common Shares Our Common Shares are listed on the TSX under the symbol "WEED" and on the Nasdaq Global Select Market under the symbol "CGC."

Risk Factors

Risk Factors Investing in our Common Shares involves a high degree of risk. See "Risk Factors" beginning on page 6 of this prospectus and in the documents incorporated by reference herein for a discussion of factors you should consider carefully before deciding to invest in our Common Shares. 5 TABLE OF CONTENTS

RISK FACTORS

RISK FACTORS Investing in our Common Shares involves a high degree of risk. Before making an investment decision, you should carefully consider the risk factors described under "Item 1A Risk Factors" in our Annual Report on Form 10-K as updated by the risk factors described under "Item 1A Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 202 3 and the risk factors described under "Amendment Proposal—Risk Factors Relating to the Amendment Proposal" in our preliminary proxy statement on Schedule 14A filed with the SEC on January 25, 2024 , together with all of the other information appearing in or incorporated by reference into this prospectus, before deciding whether to purchase any of the Common Shares being offered. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our Common Shares could decline due to any of these risks, and you may lose all or part of your investment. Please also read carefully the sections titled "Special Note Regarding Forward-Looking Statements" in our most recent Annual Report on Form 10-K. 6 TABLE OF CONTENTS

USE OF PROCEEDS

USE OF PROCEEDS We will receive no proceeds from the sale of the Shares by the Selling Securityholders. We would, however, receive proceeds upon the exercise of the Warrants held by the Selling Securityholders which, if such Warrants are exercised in full for cash, would be approximately US$39.4 million. Proceeds, if any, received from the exercise of any such Warrants will be used to pay down debt as well as for working capital and other general corporate purposes. No assurances can be given that any such warrants will be exercised. The Selling Securityholders will pay any underwriting fees, discounts and commissions attributable to the sale of the Shares and any similar expenses it incurs in disposing of the Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered by this prospectus. These may include, without limitation, all registration and filing fees, printing fees and fees and expenses of our legal counsel and accountants in connection with the registration of the Shares covered by this prospectus. 7 TABLE OF CONTENTS DESCRIPTION OF COMMON SHARES General The following description of our Common Shares is a summary and does not purport to be complete. It is based on and qualified in its entirety by reference to our articles of incorporation, as amended (the "Articles of Incorporation") and our by-laws, as amended (the "By-laws"), each of which are incorporated by reference as exhibits to our most recent Annual Report on Form 10-K and are incorporated by reference herein. We encourage you to read our Articles of Incorporation and our By-laws for additional information. Common Shares Authorized Capital Shares : Our authorized capital shares consists of an unlimited number of Common Shares. As of January 22, 2024, there were an aggregate of 91,113,912 Common Shares issued and outstanding. The primary trading markets of exchange for our Common Shares are the Nasdaq Global Select Market an

View Full Filing

View this S-1 filing on SEC EDGAR