The Cannabist Company (OTC: CBSTF) delays 2028 note interest during strategic review

Rhea-AI Filing Summary

The Cannabist Company Holdings Inc. disclosed that it did not make the interest payment due on its 9.25% Senior Secured Notes due December 31, 2028 and its 9.0% Senior Secured Convertible Notes due December 31, 2028. Under the indenture for these notes, the company has a 30‑day grace period to make the payment before the missed payment becomes an event of default.

The company states it is withholding the payment to enhance short‑term financial flexibility and preserve liquidity while a special committee of independent directors reviews strategic alternatives. That review follows the recently announced sale of its Virginia assets to an affiliate of Millstreet Credit Fund LP and includes possible additional asset sales, mergers, or other strategic, financial or restructuring transactions or proceedings.

Positive

• None.

Negative

• The Cannabist Company Holdings Inc. elected not to make an interest payment due on its 9.25% Senior Secured Notes due December 31, 2028 and 9.0% Senior Secured Convertible Notes due December 31, 2028, indicating liquidity pressures.
• The missed interest payment will become an event of default if not cured within the 30‑day contractual grace period, while the company simultaneously reviews potential asset sales, mergers, or restructuring transactions.

Insights

Credit and restructuring analyst

Skipping interest on 2028 notes signals liquidity strain and potential restructuring work ahead.

The Cannabist Company Holdings Inc. elected not to pay interest due on its 9.25% Senior Secured Notes due December 31, 2028 and its 9.0% Senior Secured Convertible Notes due December 31, 2028. Although the indenture provides a 30‑day grace period before the missed payment becomes an event of default, the decision points to pressure on cash resources and a focus on preserving liquidity.

A special committee of independent directors is evaluating strategic alternatives in light of the company’s leverage, capital structure, and reliance on external financing. The options under consideration include additional asset sales, mergers, and other strategic, financial or restructuring transactions or proceedings, following the announced sale of Virginia assets to a Millstreet Credit Fund LP affiliate. Actual outcomes will depend on negotiations with stakeholders and decisions taken within the grace period defined in the note indenture.

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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): December 31, 2025

____________________

THE CANNABIST COMPANY HOLDINGS INC.

(Exact Name of Registrant as specified in its charter)

____________________

British Columbia			000-56294			98-1488978
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

321 Billerica Road Chelmsford, Massachusetts			01824
(Address of principal executive offices)			(Zip Code)

(978) 910-1486

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if change 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: None.

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

As previously announced, the Board of Directors of The Cannabist Company Holdings Inc. (the “Company”) formed a special committee of independent directors (the “Special Committee”) to review strategic alternatives in light of the Company’s leverage and capital structure and historical reliance on external financing sources to meet its financial obligations. In connection with this review, the Company has elected not to make the interest payment due today on its nine and one quarter percent (9.25%) Senior Secured Notes due December 31, 2028 (the “2028 Notes”) and its nine percent (9.0%) Senior Secured Convertible Notes due December 31, 2028 (the “2028 Convertible Notes” and together with the 2028 Notes, the “Notes”). Under the indenture governing the Notes, the Company has a 30-day grace period to make the payment before such non-payment constitutes an event of default.

The Company is not making the interest payment to enhance its short-term financial flexibility and preserve liquidity as it continues to evaluate strategic alternatives following its recent announcement of the sale of its Virginia assets to an affiliate of Millstreet Credit Fund LP. The Special Committee, with support from external financial and legal advisors, is considering a range of options, including potential additional asset sales, mergers, or other strategic, financial or restructuring transactions or proceedings. The review is being conducted in consideration of the ongoing operational and financial challenges for the Company and the industry.

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			THE CANNABIST COMPANY HOLDINGS INC.
			By:			/s/ David Sirolly
			Name:			David Sirolly
			Title:			Chief Legal Officer & General Counsel

Date: December 31, 2025

FAQ

What did The Cannabist Company Holdings Inc. (CBSTF) disclose in this 8-K?

The company disclosed that it did not make the interest payment due on its 9.25% Senior Secured Notes due December 31, 2028 and its 9.0% Senior Secured Convertible Notes due December 31, 2028, and that it is reviewing strategic alternatives through a special committee of independent directors.

Which Cannabist (CBSTF) debt instruments are affected by the missed interest payment?

The missed payment relates to the company’s 9.25% Senior Secured Notes due December 31, 2028 and its 9.0% Senior Secured Convertible Notes due December 31, 2028, together referred to as the Notes.

Does the missed interest payment mean Cannabist (CBSTF) is in default on its notes?

Not immediately. Under the indenture governing the Notes, The Cannabist Company Holdings Inc. has a 30‑day grace period to make the interest payment before the non‑payment constitutes an event of default.

Why did The Cannabist Company Holdings Inc. decide not to pay interest on the 2028 Notes?

The company states it is not making the interest payment to enhance its short‑term financial flexibility and preserve liquidity while it evaluates strategic alternatives through a special committee of independent directors.

What strategic alternatives is Cannabist (CBSTF) considering in light of its leverage and capital structure?

The special committee, supported by external financial and legal advisors, is considering options including potential additional asset sales, mergers, or other strategic, financial or restructuring transactions or proceedings.

How is the sale of Cannabist’s Virginia assets related to this strategic review?

The strategic review is continuing following the company’s recent announcement of the sale of its Virginia assets to an affiliate of Millstreet Credit Fund LP, and that sale is part of the broader evaluation of options in response to operational and financial challenges.