Current Report Filing (8-k)

Canopy Growth Corp 00-0000000 false 0001737927 0001737927 2023-03-24 2023-03-24

 

 

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): March 24, 2023

 

 

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 officers)		(Zip Code)

[phone]

(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		NASDAQ Global Select Market

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.  ☐

 

 

 

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Item 8.01

Other Events.

On March 24, 2023, Canopy Growth Corporation (the “Company”) received a decision from an arbitration tribunal (the “Tribunal”) in connection with a dispute arising from the services rendered pursuant to a services agreement involving the Company (the “Services Agreement”) and the Company’s subsequent termination of the Services Agreement. The Tribunal held that the Company did not have the right to terminate the Services Agreement. As a result, the Tribunal awarded the counterparty: (i) default damages in the amount of approximately C$15 million, inclusive of taxes; (ii) pre-award and post-award interest at the annual rate of 5.5%, compounded monthly, from December 9, 2021 to the date of payment of paragraph (i); and (iii) the costs of the counterparties to the arbitration in an amount to be fixed by the Tribunal. The Company continues to consider all options that may be available to it with respect to the Tribunal’s decision.

On March 28, 2023, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement dated March 28, 2023 (the “Prospectus Supplement”) to its prospectus dated March 31, 2021, which was filed with the SEC on March 31, 2021 and amended and restated the Company’s base prospectus, dated February 23, 2021, which was included in its automatic shelf registration statement on Form S-3 (File No. 333-253399) (the “Registration Statement”) filed with the SEC on February 23, 2021. The Prospectus Supplement relates to the resale from time to time by certain selling securityholders of an aggregate of 7,102,081 common shares (the “Shares”) of the Company.

In connection with the resale registration of the Shares, the Company is filing as Exhibit 5.1 hereto the opinion of its counsel, Cassels Brock & Blackwell LLP, regarding the legality of the Shares. Exhibit 5.1 is incorporated herein by reference and into the Registration Statement and the Prospectus Supplement.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
5.1		Opinion of Cassels Brock & Blackwell LLP regarding the legality of the shares offered
23.1		Consent of Cassels Brock & Blackwell LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document.

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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: March 28, 2023