iAnthus Capital Holdings Files 8-K with Material Agreement

TL;DR

iAnthus Capital Holdings filed an 8-K on Feb 6, 2025, reporting a material definitive agreement.

AI Summary

On February 6, 2025, iAnthus Capital Holdings, Inc. entered into a material definitive agreement. The company also provided a Regulation FD disclosure and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates a significant development for iAnthus Capital Holdings, potentially impacting its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• iAnthus Capital Holdings, Inc. (company) — Registrant
• February 06, 2025 (date) — Date of earliest event reported
• 000-56228 (other) — Commission File Number

FAQ

Key Financial Figures

• $36.5 m — operty (the "Related Real Property") is $36.5 million, in the aggregate (the "Purchase
• $5 million — to the Purchased Assets. Approximately $5 million of the Purchase Price is related to the
• $20 million — be payable in two installments, with a $20 million cash payment (the "Closing Cash") due a
• $16.5 million — missory note in the principal amount of $16.5 million (the "Note"). The Closing Cash due at C
• $1.5 m — y escrow in the amount of approximately $1.5 million, and (ii) subject to a customary
• $0.2 million — plicable, is subject to a deductible of $0.2 million in the aggregate and a maximum amount p
• $3.5 million — for such claims for indemnification of $3.5 million in the aggregate. Subject to certain ex

Filing Documents

• ithuf-20250206.htm (8-K) — 56KB
• ithuf-ex99_1.htm (EX-99.1) — 22KB
• img194023607_0.jpg (GRAPHIC) — 20KB
• 0000950170-25-018927.txt ( ) — 230KB
• ithuf-20250206.xsd (EX-101.SCH) — 25KB
• ithuf-20250206_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 7, 2025, iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") announced the entry into an Asset Purchase Agreement, dated February 6, 2025 (the "Purchase Agreement"), by certain of iAnthus' indirect wholly-owned subsidiaries, consisting of iAnthus Arizona, LLC, S8 Management, LLC, S8 Rental Services, LLC, Soothing Options, Inc., ABACA, Inc. (d/b/a Health for Life Cave Creek), and Health for Life, Inc. (d/b/a Health for Life Ellsworth (East)), on the one hand as the sellers (collectively, the "Sellers"), with Soothing Ponderosa, LLC, Abaca Ponderosa, LLC, H4L Ponderosa, LLC and Pitchfork Enterprises, LLC (the "Buyer Parent"), on the other hand as the buyers (collectively, the "Buyers"). Pursuant to the terms of the Purchase Agreement, the Sellers have agreed to sell certain of the Sellers' assets relating to the Sellers' cannabis business in Arizona, including, without limitation, assets relating to two dispensaries, a processing facility and a cultivation/processing facility located in Mesa, Arizona, and one dispensary located in Phoenix, Arizona, along with receivables and other assets relating thereto (collectively, the "Purchased Assets"). The aggregate consideration payable by the Buyers for the Purchased Assets along with the sale by the Company of two related pieces of real property (the "Related Real Property") is $36.5 million, in the aggregate (the "Purchase Price"), plus the assumption by the Buyers of certain of the Sellers' liabilities relating to the Purchased Assets. Approximately $5 million of the Purchase Price is related to the Company's sale of the Related Real Property, which disposition of the Related Real Property is not part of, nor covered by, the Purchase Agreement. The Purchase Price shall be payable in two installments, with a $20 million cash payment (the "Closing Cash") due at the closing of the sale of the Purchased Assets and Related Real Property (the "Closing

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 7, 2025, the Company issued a press release announcing the entry into the Purchase Agreement described in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release dated February 7, 2025 104 Inline XBRL for the cover page of this Current Report on Form 8-K

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. IANTHUS CAPITAL HOLDINGS, INC. Date: February 12, 2025 By: /s/ Richard Proud Richard Proud Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR