The Cannabist Company Holdings Inc. filings document material-event reporting for a British Columbia cannabis operator with OTCQB-quoted shares and no securities registered under Section 12(b) of the Exchange Act. Recent 8-K disclosures focus on material definitive agreements, capital-structure matters and noteholder forbearance arrangements tied to the company’s 9.25% senior secured notes and 9.00% senior secured convertible notes due 2028.
The filing record also covers governance and executive-transition disclosures, consulting arrangements, shareholder voting matters, operating and financial results, and cannabis regulatory risk topics. These records frame CBSTF’s public disclosures around its licensed U.S. cultivation, manufacturing and dispensary operations, retail brand, debt instruments and corporate governance.
The Cannabist Company Holdings Inc. has entered into binding deals to sell its Ohio and Delaware operations and begun court-supervised restructuring in Canada and the U.S. The Ohio business is being sold to Holistic Industries for $47 million, including $34.5 million in cash at closing and a $12.5 million promissory note, subject to adjustments. The Delaware assets are being sold to Parma Holdco for $16.5 million in cash, part of which will be held in escrow for indemnities.
The company has signed a support agreement with senior secured noteholders holding around 60% of its notes to back these transactions and additional sales, including operations in other states for at least $25 million in cash plus a $25 million note, while winding down remaining markets. Cannabist and a Canadian affiliate have commenced proceedings under the Companies’ Creditors Arrangement Act in Ontario and plan a related Chapter 15 case in the U.S. A court-appointed monitor will oversee the process, operations in New York have ceased, Pennsylvania is being wound down, and trading on Cboe Canada is expected to be halted with a potential delisting review.
The Cannabist Company Holdings Inc. entered into an amended forbearance arrangement with an ad hoc group of holders of its 9.25% Senior Secured Notes due December 31, 2028 and 9.00% Senior Secured Convertible Notes due December 31, 2028. The noteholders agreed to further extend their agreement to forbear from exercising rights and remedies under the governing indenture and applicable law until March 25, 2026, giving the company a short additional period of relief while it addresses its obligations under these secured notes.
The Cannabist Company Holdings Inc. entered into an amendment to its existing forbearance arrangements with holders of its 9.25% Senior Secured Notes due December 31, 2028 and 9.00% Senior Secured Convertible Notes due December 31, 2028. These noteholders agreed to extend their commitment to forbear from exercising rights and remedies under the indenture and applicable law until March 17, 2026, giving the company additional time under the current agreement.
The Cannabist Company Holdings Inc. entered into an amended arrangement with the holders of its 9.25% Senior Secured Notes due December 31, 2028 and its 9.00% Senior Secured Convertible Notes due December 31, 2028. These noteholders agreed to extend their forbearance agreement and refrain from exercising rights and remedies under the governing indenture and applicable law until March 6, 2026.
The company emphasizes that statements about plans, strategies and future events are forward-looking and subject to significant risks and uncertainties, directing investors to its Form 10-K for the year ended December 31, 2024 and Form 10-Q for the quarter ended September 30, 2025 for detailed risk factors.
The Cannabist Company Holdings Inc. entered into a further agreement with an ad hoc group of holders of its 9.25% Senior Secured Notes due December 31, 2028 and its 9.00% Senior Secured Convertible Notes due December 31, 2028. These noteholders agreed to extend their forbearance from exercising rights and remedies under the governing indenture and applicable law until February 27, 2026. This short-term extension gives the company additional time while it addresses its obligations under these senior secured notes.
The Cannabist Company Holdings Inc. disclosed that an ad hoc group of holders of its 9.25% Senior Secured Notes due December 31, 2028 and 9.00% Senior Secured Convertible Notes due December 31, 2028 has agreed to extend a forbearance arrangement.
These noteholders, party to a previously announced forbearance agreement, will continue to refrain from exercising rights and remedies under the governing indenture and applicable law until February 20, 2026. The company also includes standard forward-looking statement language, directing readers to risk factors in its Form 10-K for 2024 and Form 10-Q for the quarter ended September 30, 2025.
The Cannabist Company Holdings Inc. completed the sale of all equity interests in its Virginia cannabis subsidiary to an affiliate of Millstreet Credit Fund LP for total consideration of $130 million. The package includes $117.5 million in cash at closing and $12.5 million held in escrow, part of which depends on post-closing adjustments and indemnification over nine months.
The Virginia business comprises 5 operating retail locations, 1 additional store in development, and about 82,000 square feet of cultivation and production capacity in the Richmond area. In anticipation of closing, the company initiated partial redemptions of its 9.25% Senior Secured Notes and 9.00% Senior Secured Convertible Notes.
The company expects to redeem on February 13, 2026, $84,488,000 principal of its 9.25% Senior Secured Notes and $6,469,000 principal of its 9.00% Senior Secured Convertible Notes at 100% of principal plus accrued interest, using proceeds from the Virginia asset sale.
The Cannabist Company Holdings Inc. disclosed that it did not make the interest payments due December 31, 2025 on its 9.25% Senior Secured Notes and 9.00% Senior Secured Convertible Notes, leading to an event of default after a 30‑day grace period under the indenture.
On January 30, 2026, the company entered into a forbearance agreement with an ad hoc group of noteholders holding more than 75% of the Notes’ aggregate principal amount. These noteholders agreed to temporarily refrain from enforcing their rights related to the missed interest payments until February 17, 2026, while the company evaluates strategic alternatives, including possible asset sales and other financial or restructuring options.
The Cannabist Company Holdings Inc. plans a conditional partial redemption of its 9.25% Senior Secured Notes due 2028 and 9.00% Senior Secured Convertible Notes due 2028, with total redemption payments capped at $97,000,000.
If a previously announced equity purchase agreement closes on or before February 13, 2026, the company will redeem $84,488,000 principal of the 9.25% Notes and $6,469,000 principal of the 9.00% Convertible Notes, plus accrued interest. If the condition is met after February 13, 2026, the trustee will determine redemption amounts so that payments do not exceed $97,000,000. If the condition is not satisfied within 60 days of January 29, 2026, the redemption notice becomes void.
Bank of Montreal and related entities report a significant ownership position in Cannabist Co Holdings Inc. common stock. As of 09/30/2025, they beneficially own 36,721,908 shares, representing 7.01% of the outstanding common stock.
The group reports sole voting and dispositive power over 4,729,000 shares and shared voting power over 31,992,518 shares. The securities are held in the ordinary course of business, primarily in a prime brokerage capacity on behalf of clients who may receive dividends or sale proceeds. The reporting persons state the holdings are not for the purpose of changing or influencing control of Cannabist and include standard language declining admission that they are part of a coordinated group.