Cannabist sells Delaware assets, stops SEC reporting

The Cannabist Company Holdings Inc. completed the previously announced sale of substantially all assets related to its Delaware operations to Arboretum PermitCo LLC for total consideration of $16.5 million.

Rhea-AI Filing Summary

The Cannabist Company Holdings Inc. completed the previously announced sale of substantially all assets related to its Delaware operations to Arboretum PermitCo LLC for total consideration of $16.5 million.

The consideration includes $14.025 million payable at closing, subject to working capital adjustments, and $2.475 million held in escrow for up to twelve months under specified release conditions. The company is operating under Companies’ Creditors Arrangement Act proceedings in Canada with related Chapter 15 relief in the U.S. Following the closing, the Audit Committee determined the company cannot continue SEC periodic reporting without unreasonable effort and expense, and it does not intend to file its Form 10-K for 2025 or any future Form 10-Qs.

Positive

• None.

Negative

• The Cannabist Company Holdings Inc. will cease filing required periodic reports under Section 13(a) of the Exchange Act, including the Form 10‑K for the year ended December 31, 2025, and all subsequent Form 10‑Qs, significantly reducing ongoing financial disclosure for shareholders.

Insights

Distressed credit and restructuring analyst

Asset sale brings limited cash while Cannabist prepares to stop SEC reporting amid court‑supervised restructuring.

The Cannabist Company sold substantially all Delaware business assets to Arboretum PermitCo LLC for total consideration of $16.5 million, with $14.025 million at closing and $2.475 million in escrow subject to post‑closing adjustments and dispute resolution.

The company is in CCAA Proceedings before the Ontario Superior Court of Justice and has obtained provisional relief under Chapter 15 in the U.S. An amended and restated initial order authorizes it to incur no further expenses for securities-law filings, constraining transparency for U.S. investors.

The Audit Committee determined it will be unable to continue filings under Section 13(a) of the Exchange Act without unreasonable effort and expense. It therefore does not intend to file the Form 10‑K for the year ended December 31, 2025, or subsequent Form 10‑Qs, meaning future financial information will likely be available primarily through court and restructuring disclosures.

8-K Event Classification

2 items: 2.01, 8.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Total Delaware asset sale consideration: $16.5 million Cash paid at closing: $14.025 million Offset Escrow Amount: $2.475 million +3 more

6 metrics

Total Delaware asset sale consideration $16.5 million Sale of substantially all Delaware business assets to Arboretum PermitCo LLC

Cash paid at closing $14.025 million Portion of consideration payable at closing, subject to working capital adjustments

Offset Escrow Amount $2.475 million Held in escrow at closing for up to twelve months with conditional release

Early escrow release component $825,000 Portion of Offset Escrow Amount to be released after post‑closing purchase price adjustment

Reporting cessation decision Form 10-K 2025 and all future 10-Qs Company does not intend to file these under Section 13(a) of the Exchange Act

Key U.S. court date May 12, 2026 Scheduled Bankruptcy Court hearing on final recognition of the Initial Order

Key Terms

Companies’ Creditors Arrangement Act (Canada), CCAA Proceedings, Chapter 15, Initial Order, +1 more

5 terms

Companies’ Creditors Arrangement Act (Canada) regulatory

"commenced a proceeding under the jurisdiction of the Ontario Superior Court of Justice (Commercial List) pursuant to the Companies’ Creditors Arrangement Act (Canada)"

CCAA Proceedings regulatory

"in the CCAA Proceedings authorizing the Company to incur no further expenses in relation to any filings"

Court-supervised restructuring under the Companies' Creditors Arrangement Act (CCAA) is a legal process in which a financially troubled Canadian company pauses creditor actions and works with its creditors and the court to reorganize debt, sell assets, or propose a plan to remain viable. For investors, CCAA proceedings matter because they change the legal priority and recoveries of claims, can affect a company's stock and debt value, and determine whether existing securities are preserved, cancelled, or replaced — similar to hitting pause on payments while a neutral referee helps rewrite the company's financial playbook.

Chapter 15 regulatory

"granted provisional relief under chapter 15 of title 11 of the United States Code in the United States Bankruptcy Court"

A Chapter 15 case is a part of the U.S. Bankruptcy Code that deals with cross-border insolvency, letting a foreign bankruptcy or reorganization be recognized and coordinated by U.S. courts. It matters to investors because it helps protect and manage a company’s assets and creditor claims that touch the U.S., similar to appointing a single director to coordinate a group project across different countries so everyone follows the same plan and legal rules.

Initial Order regulatory

"entered an amended & restated initial order (the “Initial Order”) in the CCAA Proceedings authorizing the Company"

Offset Escrow Amount financial

"the remaining $2.475 million (the “Offset Escrow Amount”) to be escrowed at Closing and to be released"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What assets did The Cannabist Company (CBSTF) sell in Delaware and to whom?

The Cannabist Company sold substantially all assets related to its business operating in Delaware. Arboretum PermitCo LLC, as successor to Parma Holdco LLC, purchased these Delaware business assets under a Delaware Asset Purchase Agreement for total consideration of $16.5 million.

How is the $16.5 million consideration for Cannabist’s Delaware sale structured?

The total consideration is $16.5 million, including $14.025 million payable at closing, subject to customary working capital adjustments. The remaining $2.475 million is held as an Offset Escrow Amount, with staged release and dispute provisions defined in the Delaware Asset Purchase Agreement.

What court proceedings is The Cannabist Company (CBSTF) involved in?

The Cannabist Company and a Canadian affiliate are in proceedings under the Companies’ Creditors Arrangement Act (Canada) before the Ontario Superior Court of Justice (Commercial List). They also obtained provisional relief under Chapter 15 in the U.S. Bankruptcy Court for the District of Delaware.

Will The Cannabist Company continue filing SEC periodic reports?

No. The Audit Committee determined the company cannot continue Section 13(a) Exchange Act reporting without unreasonable effort and expense. It does not intend to file its Form 10‑K for the year ended December 31, 2025, or any subsequent quarterly reports on Form 10‑Q.

What is the Offset Escrow Amount in Cannabist’s Delaware asset sale?

The Offset Escrow Amount is $2.475 million of the purchase price held in escrow at closing. Part, including $825,000 less any purchase price shortfall, may be released after the post‑closing adjustment, while disputed amounts remain held until resolved or finally determined.

What key hearing is scheduled in Cannabist’s U.S. Chapter 15 case?

A hearing is scheduled on May 12, 2026 before the U.S. Bankruptcy Court for the District of Delaware. The hearing concerns recognition of the Canadian Initial Order on a final basis, following earlier provisional relief enforcing that order in the United States.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 04:06 PM Learn about SEC filing dates

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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): May 7, 2026

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 (Address of principal executive offices) 01824 (Zip Code)

(978) 910-1486

(Registrant’s telephone number, including area code)

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 2.01 Completion of Acquisition or Disposition of Assets.

On May 7, 2026, the Cannabist Company Holdings Inc. (the “Company” or “Cannabist”) and Columbia Care Delaware, LLC, a subsidiary of the Company (“Columbia Care Delaware”), completed the previously announced sale (the “Delaware Asset Purchase Agreement”) of substantially all of its assets related to its business operating in Delaware.

At the closing of the transactions contemplated by the Delaware Asset Purchase Agreement (the “Closing”), Arboretum DE PermitCo LLC, a Delaware limited liability company (“Buyer”), as successor by assignment to Parma Holdco LLC, a Nevada limited liability company, purchased such assets for a total consideration of $16.5 million, consisting of $14.025 million (subject to customary working capital adjustments) payable at the Closing and the remaining $2.475 million (the “Offset Escrow Amount”) to be escrowed at Closing and to be released to the Company on the date that is twelve months following Closing; provided, that (i) $825,000 of the Offset Escrow Amount less any purchase price adjustment shortfall amount shall be released upon completion of the post-closing purchase price adjustment and (ii) any amounts of the Offset Escrow Amount under dispute shall not be released until such dispute is resolved between the parties or otherwise finally determined in accordance with the Delaware Asset Purchase Agreement. The purchase price is subject to post-closing adjustment based on the final determination of cash, debt, net working capital, and certain transaction payments as of Closing.

Item 8.01 Other Events.

As previously disclosed, on March 24, 2026, the Company and The Cannabist Company Holdings (Canada) Inc. commenced a proceeding under the jurisdiction of the Ontario Superior Court of Justice (Commercial List) (the “Canadian Court”) pursuant to the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) (the “CCAA Proceedings”). On April 2, 2026, the Canadian Court entered an amended & restated initial order (the “Initial Order”) in the CCAA Proceedings authorizing the Company to incur no further expenses in relation to any filings that may be required by any federal, state, provincial or other law respecting securities or capital markets in Canada or the United States, including the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  On March 26, 2026, the Company was granted provisional relief under chapter 15 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) which included enforcing the Initial Order on a provisional basis in the United States. On May 12, 2026, a hearing is scheduled before the Bankruptcy Court with respect to recognition of the Initial Order on a final basis.  The Audit Committee of the Board of the Company has determined that, following the Closing, the Company will be unable to continue filing the periodic reports required by Section 13(a) under the Exchange Act without unreasonable effort and expense.  Accordingly, the Company does not intend to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or any quarterly reports on Form 10-Q for subsequent periods ended from the date of the Initial Order.

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: May 7, 2026

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 20.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.8 KB