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. 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.
The Cannabist Company Holdings Inc. agreed to sell its subsidiary Green Leaf Medical of Virginia, LLC to Parma Holdco LLC for $130 million. The consideration includes $117.5 million payable at closing and an $12.5 million escrow that can be used for purchase price adjustments and indemnification over nine months. Buyer will also place a $23.7 million deposit in escrow shortly after signing. Closing is subject to regulatory approvals and consents from holders of the Company’s 9.25% Senior Secured Notes due December 31, 2028 and 9.0% Senior Secured Convertible Notes due December 31, 2028.
The Company previously agreed to sell Green Leaf Virginia to Curaleaf, Inc. but terminated that agreement after determining the Parma Holdco proposal was superior. In connection with the termination, the Company must pay Curaleaf a $3.3 million break-up fee. The new agreement includes an outside closing date of February 27, 2026, customary termination rights, indemnification terms, and an 18‑month non‑compete and non‑solicitation in Virginia for the Company and the selling member.
The Cannabist Company Holdings Inc. approved a new key employee retention bonus plan to support its ongoing strategic review process. The plan replaces a prior transaction-based bonus program and is designed to encourage leaders to stay with the company through critical phases of this review.
The Retention Bonus Plan establishes an aggregate cash bonus pool of approximately $2.74 million for designated employees and officers. Under individual retention agreements, CEO David Hart is eligible for a total cash bonus of $800,000 payable in monthly installments through the last payroll date in November 2026, and President Jesse Channon is eligible for $500,000 payable in monthly installments through the last payroll date in March 2026, subject to continued employment and other conditions.
If an employee is terminated without cause, or in the event of death or disability, any unpaid installments become payable in a lump sum after termination, subject to a release agreement. If employment ends for other reasons, or notice of termination has been given or received before a payment date, remaining unpaid installments are forfeited.
The Cannabist Company Holdings Inc. is amending a recent report to attach full copies of its equity purchase agreement and related documents for the sale of its Virginia subsidiary to Curaleaf. Under the agreement, Curaleaf will buy all equity of Green Leaf Medical of Virginia for total consideration of $110 million, including $80 million in cash at closing, $20 million in deferred cash and a $10 million promissory note bearing 6% annual interest and maturing one year after closing.
The deferred payment depends on adult-use sales beginning at six specified Virginia retail locations within defined timeframes and expires if conditions are not met within seven years. The deal includes a 15-business-day go-shop period through December 22, 2025, an outside closing date of February 27, 2026, and a potential $3.3 million break-up fee to Curaleaf in certain termination scenarios. Cannabist will also reimburse up to $350,000 of Curaleaf’s transaction expenses shortly after signing.
The Cannabist Company Holdings Inc. entered into a material agreement to sell all of the equity of its Virginia subsidiary, Green Leaf Medical of Virginia, LLC, to a Curaleaf, Inc. subsidiary for total consideration of $110 million. The consideration includes $80 million in cash at closing, $20 million in deferred cash, and a $10 million promissory note bearing 6% annual interest and maturing one year after closing, all subject to various working capital, debt and expense adjustments and indemnification set‑offs.
The deferred payment depends on the timing of first adult-use sales at six specified Virginia retail locations and expires if conditions are not satisfied within seven years of closing. The agreement includes a go‑shop period through December 22, 2025, an outside closing date of February 27, 2026, required consents and lien releases from holders of the Company’s senior secured notes, and a $3.3 million break‑up fee payable to the buyer in certain termination scenarios, plus up to $350,000 of non‑refundable buyer transaction expenses.
The Cannabist Company Holdings Inc. (CBSTF) reported that its Chief Financial Officer, Derek Watson, resigned his employment position on November 15, 2025 but will continue to serve as CFO as a non-employee consultant. The company states that his transition is not due to any disagreement over its financial statements, internal controls, operations, policies or practices.
Under a new CFO Consulting Agreement, Mr. Watson will allocate a minority of his working time to the company and receive $15,000 per month. He remains eligible for the 2025 executive bonus plan based on performance from January 1, 2025 to November 15, 2025. The consulting term runs from November 16, 2025 to May 15, 2026 and can be ended by either party, with the company able to pay an amount equal to two months of fees in lieu of notice.
The Cannabist Company Holdings Inc. furnished a current report to announce it issued a press release with financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1.
The information under Item 2.02 and Exhibit 99.1 is being furnished, not deemed filed under the Exchange Act or incorporated by reference unless expressly stated.
The Cannabist Company Holdings Inc. reported Q3 results with revenues of $79.9 million, down from $114.8 million a year ago, and a net loss of $14.7 million. For the first nine months of 2025, revenue was $253.7 million and net loss was $124.2 million.
The company disclosed substantial doubt about its ability to continue as a going concern, citing ongoing losses, negative operating cash flow of $35.7 million year‑to‑date, and limited liquidity with cash and restricted cash of $20.9 million at quarter end. Total equity was $(152.9) million, reflecting liabilities in excess of assets.
Management completed a 2025 debt transaction, exchanging 2025, 2026 and 2027 notes into 9.25% Senior Secured Notes due 2028 and 9.0% 2028 convertible notes, and issued 118,246,947 warrants. Long‑term debt, net, stood at $298.7 million. The company continued portfolio rationalization, recording gains and losses on divestitures, and ended the quarter with 491,976,807 common shares outstanding.
Cannabist Co Holdings Inc. received a Form 4 insider ownership report related to its stock. The filing lists Michael Abbott as the sole reporting person, identified as the company’s Former Executive Chairman, and indicates the form is filed by one reporting person.
The document includes standard tables for non-derivative and derivative securities to show any shares acquired, disposed of, or beneficially owned, as well as a signature block executed by an attorney-in-fact on Abbott’s behalf. It records an earliest transaction date of 10/03/2025, but the excerpt does not show specific transaction line items.
The Cannabist Company Holdings Inc. reported that co-founder Michael Abbott has resigned from its Board of Directors. Abbott, who previously served as Executive Chairman and Chair of the Board, informed the Board of his decision on October 3, 2025, and his resignation was effective the same day. The company states that his departure is to pursue other personal and professional commitments and that it did not arise from any dispute or disagreement regarding the company’s operations, policies, or practices.