We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Canopy Growth Corporation | NASDAQ:CGC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.1086 | -1.26% | 8.4814 | 8.08 | 9.97 | 8.84 | 8.3501 | 8.72 | 5,724,260 | 05:00:00 |
|
Canada
(State or other jurisdiction of
incorporation or organization) |
| |
2833
(Primary Standard Industrial
Classification Code Number) |
| |
N/A
(I.R.S. Employer
Identification Number) |
|
|
Christelle Gedeon
Canopy Growth Corporation 1 Hershey Drive Smiths Falls, Ontario, Canada K7A 0A8 (855) 558-9333 |
| |
Yariv Katz
Keith Pisani Paul Hastings LLP 200 Park Avenue New York, NY 10166 (212) 318-6000 |
| |
Jonathan Sherman
Tayyaba Khan Cassels Brock & Blackwell LLP Suite 3200, Bay Adelaide Centre — North Tower, 40 Temperance St. Toronto, Ontario, Canada M5H 0B4 (416) 869-5300 |
|
|
Large accelerated filer
|
| | ☒ | | | | | | Accelerated filer | | | ☐ | |
|
Non-accelerated filer
|
| | ☐ | | | (Do not check if a smaller reporting company) | | |
Smaller reporting company
|
| | ☐ | |
| | | | | | | | | |
Emerging Growth Company
|
| | ☐ | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 10 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 17 | | |
| | |
Total Number of
Common Shares Beneficially Owned Prior to the Offering(1) |
| |
Maximum Number of
Common Shares that may be Offered Pursuant to this Prospectus |
| |
Common Shares
Beneficially Owned After this Offering(1)(2) |
| |||||||||||||||||||||
Name
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||||||||
CIMA Holdco Inc.(3)
|
| | | | 783,890 | | | | | | * | | | | | | 783,890 | | | | | | — | | | | | | * | | |
Wana Wellness Holdco Inc.(4)
|
| | | | 29,388 | | | | | | * | | | | | | 29,388 | | | | | | — | | | | | | * | | |
Nancy Whiteman(5)
|
| | | | 1,086,279 | | | | | | 1.4% | | | | | | 273,001 | | | | | | — | | | | | | * | | |
Name and Address of Beneficial Owner(1)
|
| |
Common Shares
Beneficially Owned |
| |
Number of
Percent of Class(2) |
| ||||||
Greater than 5% Shareholders | | | | | | | | | | | | | |
CBI Group (as defined below)
|
| | | | 26,261,474(3) | | | | | | 25.9% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
David Klein
|
| | | | 705,584(4) | | | | | | * | | |
David Lazzarato
|
| | | | 17,042(5) | | | | | | * | | |
Theresa Yanofsky
|
| | | | 17,501(6) | | | | | | * | | |
Luc Mongeau
|
| | | | 6,673(7) | | | | | | * | | |
Willy Kruh
|
| | | | 6,673(8) | | | | | | * | | |
Judy Hong
|
| | | | 129,390(9) | | | | | | * | | |
Christelle Gedeon
|
| | | | 65,162(10) | | | | | | * | | |
Current Directors and Executive Officers as a Group (7 persons)
|
| | | | 948,025 | | | | | | * | | |
|
SEC Registration Fee
|
| | | $ | 1,638.63 | | |
|
Accounting Fees and Expenses
|
| | | $ | 40,000.00 | | |
|
Legal Fees and Expenses
|
| | | $ | 75,000.00 | | |
|
Printing Fees
|
| | | $ | 10,000.00 | | |
|
Transfer Agent Fees and Expenses
|
| | | $ | 500.00 | | |
|
Miscellaneous
|
| | | $ | 5,000.00 | | |
|
Total
|
| | | $ | 132,138.63 | | |
Exhibit
Number |
| |
Description
|
|
2.1‡
|
| | | |
2.2
|
| | |
Exhibit
Number |
| |
Description
|
|
2.3
|
| | | |
2.4‡
|
| | | |
2.5
|
| | | |
2.6
|
| | | |
2.7
|
| | | |
2.8
|
| | | |
2.9
|
| | | |
2.10
|
| | | |
2.11
|
| | | |
2.12
|
| | | |
3.1
|
| | | |
3.2
|
| | | |
3.3
|
| | | |
3.4
|
| | |
Exhibit
Number |
| |
Description
|
|
4.1
|
| | | |
4.2
|
| | | |
4.3
|
| | | |
4.4
|
| | | |
4.5
|
| | | |
4.6
|
| | | |
4.7
|
| | | |
4.8
|
| | | |
4.9
|
| | | |
4.10
|
| | | |
4.11
|
| | | |
4.12
|
| | | |
4.13
|
| | | |
5.1*
|
| | Opinion of Cassels Brock & Blackwell LLP. | |
10.1†
|
| | | |
10.2†
|
| | | |
10.3†
|
| | | |
10.4†
|
| | |
Exhibit
Number |
| |
Description
|
|
10.5†
|
| | | |
10.6†
|
| | | |
10.7†
|
| | | |
10.8†
|
| | | |
10.9
|
| | | |
10.10‡
|
| | | |
10.11
|
| | | |
10.12
|
| | | |
10.13
|
| | | |
10.14
|
| | | |
10.15†
|
| | | |
10.16†
|
| | | |
10.17†
|
| | | |
10.18‡
|
| | | |
10.19‡
|
| | |
Exhibit
Number |
| |
Description
|
|
10.20‡
|
| | | |
10.21†
|
| | | |
10.22†
|
| | | |
10.23†
|
| | | |
10.24†
|
| | | |
10.31
|
| | | |
10.32
|
| | | |
10.33
|
| | | |
10.34
|
| | | |
10.35
|
| | | |
10.36
|
| | | |
10.37
|
| | | |
10.38
|
| | |
Exhibit
Number |
| |
Description
|
|
10.39
|
| | | |
10.40
|
| | | |
10.41‡
|
| | | |
10.42
|
| | | |
10.43‡
|
| | | |
10.44
|
| | | |
10.45
|
| | | |
10.46‡
|
| | | |
10.47†
|
| | | |
10.48†
|
| | | |
10.49†
|
| | | |
10.50†
|
| | | |
10.51†
|
| | | |
10.52
|
| | | |
10.53
|
| | |
Exhibit
Number |
| |
Description
|
|
10.54‡
|
| | | |
10.55
|
| | | |
10.56
|
| | | |
10.57
|
| | | |
16.1
|
| | | |
21.1
|
| | | |
23.1*
|
| | | |
23.2*
|
| | | |
24.1*
|
| | Powers of Attorney (included on the signature page to this registration statement). | |
107*
|
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ David Klein
David Klein
|
| |
Chief Executive Officer, Director (Principal Executive Officer)
|
| |
May 7, 2024
|
|
|
/s/ Judy Hong
Judy Hong
|
| |
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
| |
May 7, 2024
|
|
|
/s/ David Lazzarato
David Lazzarato
|
| |
Director, Chair of the Board
|
| |
May 7, 2024
|
|
|
/s/ Willy Kruh
Willy Kruh
|
| |
Director
|
| |
May 7, 2024
|
|
|
/s/ Luc Mongeau
Luc Mongeau
|
| |
Director
|
| |
May 7, 2024
|
|
|
/s/ Theresa Yanofsky
Theresa Yanofsky
|
| |
Director
|
| |
May 7, 2024
|
|
Exhibit 5.1
May 7, 2024
Canopy Growth Corporation 1 Hershey Drive Smiths Falls, Ontario K7A 0A8 Canada |
|
Dear Sirs/Mesdames:
Re: | Registration Statement on Form S-1 |
We have acted as counsel to Canopy Growth Corporation, a corporation incorporated under the federal laws of Canada (the “Company”), in connection with certain matters of law relating to the registration by the Company, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of an aggregate 1,086,279 common shares in the capital of the Company (the “Shares”), covered by the Company’s registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof. 1,086,279 Shares were issued on April 30, 2024 pursuant to the terms of (i) (A) the option agreement dated October 14, 2021 among Nancy Whiteman (“Ms. Whiteman”), Wana Wellness Holdco Inc. (the “Wana Grantor”), Canopy Elevate III LLC (“Elevate III”) and the Company (the “Wana Wellness Option Agreement”); (B) the option agreement dated October 14, 2021 among Ms. Whiteman, CIMA Holdco Inc. (the “CIMA Grantor” and together with Ms. Whiteman and the Wana Grantor, the “Grantors”), Canopy Elevate II LLC (“Elevate II”) and the Company (the “CIMA Option Agreement”); and (C) the option agreement dated October 14, 2021 among Ms. Whiteman, Canopy Elevate I LLC (“Elevate I” and together with Elevate III and Elevate II, the “Elevate Entities”) and the Company (the “MHP Option Agreement” and together with the Wana Wellness Option Agreement and the CIMA Option Agreement, the “Initial Option Agreements”); and (ii) the amendment to the Initial Option Agreements, as amended and restated on May 19, 2023 and subsequently amended and restated on April 30, 2024 (the “Second A&R First Amendment”) between Canopy USA, LLC, the Grantors, the Elevate Entities and the Company. This opinion letter is being furnished in accordance with the requirements of Item 601 of Regulation S-K under the Securities Act.
1. | EXAMINATIONS AND INVESTIGATIONS |
Documents. We have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:
(a) | a certificate of compliance (the “Certificate of Compliance”) dated May 6, 2024 issued for the Company under the Canada Business Corporations Act (the “CBCA”), a copy of which we have delivered to you; |
(b) | the articles of the Company; |
(c) | the by-laws of the Company; |
(d) | certain resolutions of the Company’s board of directors relating to the issuance of the Shares; |
Page 2
(e) | a certificate, dated the date of this opinion, of an officer of the Company (the “Officer’s Certificate”), including copies of each of the items in paragraphs (b), (c), and (d) above, a copy of which we have delivered to you; |
(f) | the Initial Option Agreements; |
(g) | the Second A&R First Amendment; and |
(h) | the Registration Statement. |
Minute Books. Except for the corporate records forming part of the Officer’s Certificate and such other corporate records as we deemed necessary, we have not reviewed the minute books of the Company.
2. | ASSUMPTIONS |
(a) | Authenticity. We have assumed: |
(i) | the legal capacity of all individuals signing documents, |
(ii) | the genuineness of all signatures, |
(iii) | the authenticity and completeness of all documents submitted to us as originals, |
(iv) | the conformity to authentic original documents of all documents submitted to us as copies, and |
(v) | the continuing accuracy of the Certificate of Compliance as of the date of this opinion as if issued on that date. |
(b) | Enforceability, etc., of the Subscription Agreements executed by others. We have assumed that: |
(i) | each party to the Subscription Agreements other than the Company: |
(A) | is existing under the laws of its jurisdiction of formation, as applicable; |
(B) | has the requisite power and capacity to carry on business, own properties and assets, and execute, deliver, and perform its obligations under the Subscription Agreements and to carry out the transactions contemplated under the Subscription Agreements; |
(C) | has taken all necessary action to authorize the execution and delivery of, and the performance of its obligations under, the Subscription Agreements; and |
(D) | has duly executed and delivered the Subscription Agreements; |
(ii) | the exercise, by each party other than the Company, of its rights and the performance of its obligations under the Subscription Agreements is not contrary to its constating documents or governing legislation; |
(iii) | each of the Subscription Agreements constitutes a legal, valid, and binding obligation of each party to it other than the Company, enforceable against that party in accordance with its terms; |
(iv) | the representations and warranties of each party to the Subscription Agreements other than the Company are true and correct and accurate in all respects; and |
Page 3
(v) | to the extent that the Subscription Agreements are to be performed in any jurisdiction other than the Provinces (as defined below), such performance will not be illegal under the laws of that jurisdiction. |
(c) | Public records. We have assumed the completeness, accuracy, and currency of: |
(i) | the indices and filing systems maintained at the public offices where we searched or made inquiries, |
(ii) | all documents supplied or otherwise conveyed to us by public officials, and |
(iii) | all facts set out in those documents and in official public records. |
(d) | Trading restrictions. We have assumed that, at the time of any distribution of or trade in securities of the Company referred to in this opinion, no order, ruling, or decision granted by a securities commission, court of competent jurisdiction, or regulatory or administrative body having jurisdiction is in effect that would: |
(i) | restrict any distribution of or trade in those securities, or |
(ii) | affect any person or company who engaged in any such distribution or trade (including, without limitation, any cease trade orders). |
3. | RELIANCE |
(a) | Matters of fact in the Officer’s Certificate. We have relied solely upon the Officer’s Certificate as to the matters of fact set out in such certificate, without independently verifying those facts. |
(b) | Company Status. In expressing the opinion in section 5(a), we have relied and our opinion is based solely upon the Certificate of Compliance and the Officer’s Certificate. |
4. | LAWS ADDRESSED |
The opinions we express are limited to the laws of the Provinces of Ontario, British Columbia and Alberta (together, the “Provinces”) and the federal laws of Canada applicable in the Provinces. For the purposes of this opinion, the term “Securities Laws” means the Securities Act (Ontario), together with the regulations and rules made under that act, the Securities Act (British Columbia), together with the regulations, rules, and forms made under that act and the blanket rulings and orders issued by the British Columbia Securities Commission and the Securities Act (Alberta), together with the regulations and rules under that act and the blanket rulings and orders issued by the Alberta Securities Commission.
We are solicitors qualified to carry on the practice of law in the Provinces only, and we express no opinion as to any laws, or matters governed by any laws, other than the laws of the Provinces and the federal laws of Canada applicable therein. The opinions herein are limited to the laws of the Provinces and the federal laws of Canada applicable therein in effect as of the date hereof and we assume no obligation to update these opinions to take into account any changes in such laws after the date hereof.
5. | OPINIONS |
Based upon and subject to the foregoing and subject to the qualifications expressed below, we are of the opinion that:
(a) | The Company is a corporation existing under the CBCA. |
(b) | The issuance of the Shares has been duly authorized and the Shares are validly issued as fully-paid and non-assessable common shares in the capital of the Company. |
Page 4
6. | USE OF OPINION |
This opinion letter is rendered solely in connection with the registration of the Shares for resale by the selling shareholders set forth in the Registration Statement.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement and the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Yours truly,
/s/ CASSELS BROCK & BLACKWELL LLP
Exhibit 23.1
KPMG LLP
150 Elgin Street, Suite 1800
Ottawa ON K2P 2P8
Canada
Tel 613-212-5764
Fax 613-212-2896
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Canopy Growth Corporation
We consent to the use of our report dated June 22, 2023, on the consolidated financial statements of Canopy Growth Corporation (the “Company”), which comprise the consolidated statements of financial position as at March 31, 2023 and March 31, 2022, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended March 31, 2023, and the related notes, and our report dated June 22, 2023 on the effectiveness of internal control over financial reporting as of March 31, 2023, which are incorporated by reference and to the reference to our firm under the heading “Experts” included in the Company’s Form S-1 Registration Statement dated May 7, 2024.
/s/ KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants
May 7, 2024
Ottawa, Canada
Exhibit 107
Calculation of Filing Fee Table
Form S-1
(Form Type)
Canopy Growth Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title | Fee Calculation or Carry Forward Rule |
Amount Registered(1)(2) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee | |
Fees to Be Paid | Equity | Common Shares, no par value(3) | 457(c) | 1,086,279 | $10.22(4) | $11,101,771.38 | 0.00014760 | $1,638.63 |
Total Offering Amounts | $11,101,771.38 | — | $1,638.63 | |||||
Total Fees Previously Paid | — | — | — | |||||
Total Fee Offsets | — | — | — | |||||
Net Fee Due | — | — | $1,638.63 |
(1) | Consists of a maximum of 1,086,279 common shares (“Common Shares”) of Canopy Growth Corporation (the “Company”) to be sold by the selling securityholders. |
(2) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Common Shares in connection with any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding Common Shares. |
(3) | Pursuant to the Company’s Articles of Incorporation, as amended, each Common Share may at any time, at the option of the holder, be converted into one non-voting and non-participating exchangeable share of the Company (each, an ”Exchangeable Share”), and each Exchangeable Share may at any time, at the option of the holder, be converted for one Common Share. |
(4) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price with respect to the shares are calculated based on $10.22 per share, the average of the high and low prices of the Common Shares, as reported on the Nasdaq Global Select Market on May 6, 2024, which is a date within five business days prior to the date of filing the registration statement. |
1 Year Canopy Growth Chart |
1 Month Canopy Growth Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions