Aurora Cannabis (NASDAQ: ACB) sets US$100M ATM and restructures Bevo stake

Rhea-AI Filing Summary

Aurora Cannabis Inc. outlines two major steps: restructuring its investment in Bevo Agtech and launching a new at-the-market equity program of up to US$100,000,000 in common shares.

Under a definitive Bevo Agreement, Aurora will exchange its Bevo Agtech common shares for preferred shares that pay a 5% annual dividend, plus 30% of eligible Bevo cash flow, rising to 40% after 15 years, and 30% of proceeds on a Bevo liquidation event. Bevo’s results will be treated as discontinued operations and deconsolidated from Aurora’s financial statements after closing, and Aurora will receive $5.5 million in cash for shareholder loans and retain earnout rights of up to $25 million and $15 million tied to two facilities. Separately, Aurora signed a Sales Agreement with TD Securities (USA) LLC to sell shares from time to time on the Nasdaq Capital Market as an at-the-market distribution, with proceeds earmarked for strategic and accretive uses, including cultivation expansion and M&A.

Insights

Equity capital markets analyst

Aurora adds US$100M ATM flexibility and restructures Bevo into a yield-style preferred stake.

Aurora Cannabis establishes an at-the-market program to issue up to US$100,000,000 of common shares through TD Securities (USA) LLC. This structure allows incremental issuance at prevailing Nasdaq prices, creating ongoing access to U.S. equity capital for strategic and accretive purposes, including cultivation expansion and M&A.

The Bevo Agreement converts Aurora’s common equity in Bevo Agtech into preferred shares with a 5% dividend, a share of eligible cash flows that can reach 40% after 15 years, and 30% of liquidation proceeds. After closing, Bevo will be classified as held-for-sale, treated as a discontinued operation and no longer consolidated, which will change Aurora’s reported revenue and profit mix.

Aurora also expects $5.5 million in cash from transferring Bevo Farms shareholder loans and retains potential earnouts of up to $25 million and $15 million from two facilities, contingent on Bevo Farms achieving defined financial milestones. Actual capital raised under the ATM and future cash flows from Bevo will depend on market conditions and Bevo’s operating performance.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File No. 001-38691

AURORA CANNABIS INC.

(Translation of registrant’s name into English)

2207 90B St. SW

Edmonton, Alberta T6X 1V8

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F  ☐   Form 40-F  ☒

INCORPORATION BY REFERENCE

Each of Exhibit 99.1 and 99.2 to this Form 6-K are hereby filed and incorporated by reference into the registrant’s Registration Statement on Form F-10 (File No. 333-284958) and on Form S-8 (File No. 333-282253).

SUBMITTED HEREWITH

Exhibits		Description
99.1		Material Change Report
99.2		Material Change Report

SIGNATURE

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, thereunto duly authorized.

AURORA CANNABIS INC.

/s/ Miguel Martin

Miguel Martin

Chief Executive Officer

Date: February 12, 2026

Exhibit 99.1

Form 51-102F3

MATERIAL CHANGE

REPORT

Item 1.  Name and Address of Company

Aurora Cannabis Inc. (“Aurora” or the “Company”)

2207-90b Street SW

Edmonton, Alberta

T6X 1V8

Item 2.  Date of Material Change

February 3, 2026

Item 3.  News Release

A news release announcing the material change referred to in this report was disseminated on February 4, 2026 and filed on SEDAR+ at www.sedarplus.ca under Aurora’s profile on the same date.

Item 4.  Summary of Material Change

On February 3, 2026, Aurora and its wholly owned subsidiary entered into a definitive agreement (the “Bevo Agreement”) with Bevo Agtech Inc. (“Bevo Agtech”) and Bevo Farms Ltd. (“Bevo Farms”) pursuant to which, among other things, Aurora agreed to exchange all of its common shares of Bevo Agtech for preferred shares (the “Bevo Preferred Shares”) of Bevo Agtech (the “Bevo Transaction”).

Item 5.  Full Description of Material Change

On February 3, 2026, Aurora and its wholly owned subsidiary entered into the Bevo Agreement. The closing of the Bevo Transaction remains subject to certain conditions, including Bevo Agtech shareholder approval and the consent of Bevo Farms’ lender.

As holder of the Bevo Preferred Shares, Aurora will, among other things, be entitled to an annual 5% dividend on the value of the Bevo Preferred Shares and distributions of 30% of eligible Bevo Agtech cashflow (which will increase to 40% following the 15-year anniversary of closing of the Bevo Transaction), which cashflow will first be paid to satisfy any unpaid dividend entitlements on the Bevo Preferred Shares and then be used to redeem the outstanding Bevo Preferred Shares, and 30% of proceeds on a Bevo Agtech liquidation event, including any sale of Bevo Agtech. The remaining eligible Bevo Agtech cash flow and the proceeds on a liquidation event will be distributed to the holders of the common shares of Bevo Agtech. Aurora will also have certain customary preferred shareholder protections such as veto rights on the creation or issuance of shares ranking equal to or senior to the Bevo Preferred Shares. Upon the closing of the Bevo Transaction, the Aurora-nominated directors will resign from the board of Bevo Agtech and its subsidiaries, and Aurora will no longer have any right to appoint directors. Aurora will retain its entitlement to the earnouts of up to $25 million and $15 million related to the Aurora Sky facility in Edmonton, Alberta and Aurora Sun facility in Medicine Hat, Alberta, respectively, both of which are payable upon Bevo Farms successfully achieving certain financial milestones. As a result of the Bevo Transaction, the assets and liabilities of Bevo Agtech will be classified as held-for-sale and remeasured at the lower of their carrying amount and fair value. Any impairment losses which may be recognized upon initial classification as held-for-sale and subsequent gains and losses on re-measurement will be recognized in the consolidated statements of income (loss) and comprehensive income (loss), and the financial results of Bevo, including comparative periods, will be restated and presented as a discontinued operation, separate from continuing operations. The financial results of Bevo Agtech will no longer be consolidated in Aurora’s financial statements subsequent to the closing of the Bevo Transaction. In addition, on closing of the Bevo Transaction, Aurora will transfer the shareholder loans owing to Aurora by Bevo Farms in exchange for $5.5 million in cash.

Item 5.2.  Disclosure for Restructuring Transactions

Not applicable.

Item 6.  Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7.  Omitted Information

Not applicable.

Item 8.  Executive Officer

Further information regarding the matters described in this report may be obtained from Nathalie Clark, Executive Vice President, General Counsel & Corporate Secretary who is knowledgeable about the details of the matters described in this material change report and may be contacted at nathalie.clark@auroramj.com.

Item 9.  Date of Report

February 11, 2026

2

Exhibit 99.2

Form 51-102F3

MATERIAL CHANGE

REPORT

Item 1.  Name and Address of Company

Aurora Cannabis Inc. (“Aurora” or the “Company”)

2207-90b Street SW

Edmonton, Alberta

T6X 1V8

Item 2.  Date of Material Change

February 4, 2026

Item 3.  News Release

A news release announcing the material change referred to in this report was disseminated on February 4, 2026 and filed on SEDAR+ at www.sedarplus.ca under Aurora’s profile on the same date.

Item 4.  Summary of Material Change

On February 4, 2026, Aurora entered into an arm’s-length Sales Agreement (the “Sales Agreement”), with TD Securities (USA) LLC (the “Agent”), setting out the terms and conditions whereby the Company may from time to time issue and sell up to an aggregate amount of US$100,000,000 of common shares (the “ATM Shares”) in the United States through or to the Agent (collectively, the “ATM Offering”).

Item 5.  Full Description of Material Change

On February 4, 2026, Aurora and the Agent entered into the Sales Agreement in respect of the ATM Offering. The Company intends to use the net proceeds from the ATM Offering for strategic and accretive purposes only, including for increased cultivation capacity and M&A.

Any sales of ATM Shares under the ATM Offering will be made through “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions and sold through the Nasdaq Capital Market or another marketplace in the United States at the prevailing market price at the time of sale. Sales may also be made in privately negotiated transactions. No sales will be made through a stock exchange or stock market in Canada. Distributions of the ATM Shares through the ATM Offering will be made pursuant to the terms of the Sales Agreement.

A prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated February 14, 2025 (the “Base Shelf Prospectus”) has been filed with the securities commissions or securities regulatory authorities in each of the provinces of Canada, except Quebec, and with the U.S. Securities and Exchange Commission as part of the Company’s registration statement on Form F-10 (the “Registration Statement”) under the U.S./Canada Multijurisdictional Disclosure System. The Prospectus Supplement, the Base Shelf Prospectus and the Registration Statement contain important detailed information about the Company and the ATM Offering.

Item 5.2.  Disclosure for Restructuring Transactions

Not applicable.

Item 6.  Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7.  Omitted Information

Not applicable.

Item 8.  Executive Officer

Further information regarding the matters described in this report may be obtained from Nathalie Clark, Executive Vice President, General Counsel & Corporate Secretary who is knowledgeable about the details of the matters described in this material change report and may be contacted at nathalie.clark@auroramj.com.

Item 9.  Date of Report

February 11, 2026

2

FAQ

What Bevo Agtech transaction did Aurora Cannabis (ACB) disclose in this 6-K?

Aurora agreed to exchange its Bevo Agtech common shares for preferred shares paying a 5% annual dividend, a share of eligible cash flow, and 30% of liquidation proceeds. The deal also includes cash repayment of $5.5 million in shareholder loans at closing.

How will the Bevo Agtech deal affect Aurora Cannabis (ACB) financial reporting?

After the Bevo transaction closes, Bevo Agtech’s assets and liabilities will be classified as held-for-sale and results presented as discontinued operations. Bevo will no longer be consolidated in Aurora’s financial statements, and any remeasurement gains or losses will flow through Aurora’s income and comprehensive income statements.

What cash flow rights does Aurora Cannabis (ACB) receive from the Bevo preferred shares?

Aurora’s Bevo preferred shares carry a 5% annual dividend plus 30% of eligible Bevo cash flow, increasing to 40% after the 15-year anniversary of closing. Cash flow will first cover unpaid dividends, then redeem preferred shares, with 30% of liquidation proceeds also payable to Aurora.

What is the size and structure of Aurora Cannabis (ACB) new US$100,000,000 share offering?

Aurora entered a Sales Agreement with TD Securities (USA) LLC allowing issuance and sale of up to US$100,000,000 of common shares. Sales will occur as at-the-market distributions on the Nasdaq Capital Market or other U.S. marketplaces, and may also include privately negotiated transactions in the United States.

How does Aurora Cannabis (ACB) plan to use proceeds from the US$100,000,000 ATM program?

Aurora plans to use net proceeds from the at-the-market share offerings for strategic and accretive purposes only. The filing highlights potential uses such as increased cultivation capacity and mergers and acquisitions, aligning new equity capital with growth-oriented corporate initiatives rather than general working capital.

What additional potential payments can Aurora Cannabis (ACB) receive related to the Bevo Farms facilities?

Aurora retains entitlement to earnouts of up to $25 million for the Aurora Sky facility and $15 million for the Aurora Sun facility. These earnouts are payable if Bevo Farms successfully achieves specified financial milestones, providing additional contingent upside beyond dividends and cash flow distributions.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 11.5 KB
• EX-99.2 EX-99.2 10.6 KB