Canopy Growth Corp SEC Filings

Canopy Growth Corporation has registered for resale up to 18,705,578 common shares issuable upon exercise of loan warrants held by certain lending investors. These warrants, issued January 8, 2026 under a senior secured loan agreement, allow holders to buy one share at US$1.30 until January 8, 2031.

The company will not receive proceeds from any resale of these shares, but would receive approximately US$24.3 million if all loan warrants are exercised for cash. As of February 4, 2026, 377,862,634 common shares were outstanding. Warrant exercises are generally limited to 4.99% ownership, with an option to increase the cap to 9.99%.

Canopy Growth Corp’s Chief Executive Officer, Luc Mongeau, reported an open-market sale of 9,376 common shares on February 11, 2026. The shares were sold at US$1.0613 per share, which equals C$1.4406 using the Bank of Canada’s February 11, 2026 exchange rate.

The filing explains that these shares had originally been granted as restricted stock units on February 11, 2025, and that the disposition was made to satisfy tax obligations arising from the RSU vesting. After this transaction, Mongeau directly owned 802,992 Canopy Growth common shares.

Canopy Growth Corporation is registering 18,705,578 common shares for resale by lenders holding loan-related warrants. These shares are issuable upon exercise of common share purchase warrants granted to lenders in connection with a US$150,000,000 senior secured loan that carried an original issue discount up to an aggregate principal amount of US$162,115,000.

Each warrant allows the holder to buy one common share at US$1.30 until January 8, 2031, subject to beneficial ownership limits generally starting at 4.99% and potentially increasing to 9.99%. Canopy Growth will not receive proceeds from any resale of shares, but could receive approximately US$24.3 million if all warrants are exercised for cash, which it currently plans to use for investments, potential acquisitions, working capital and general corporate purposes.

Canopy Growth reported Q3 FY2026 results showing stable revenue but much smaller losses and a stronger balance sheet. Net revenue was $74.5M, essentially flat year-over-year, with cannabis net revenue up 4% to $51.6M and Storz & Bickel revenue down 9% to $22.9M.

Consolidated gross margin was 29%, down from 32%, reflecting lower margins in both cannabis and Storz & Bickel. The net loss narrowed by about half to $62.6M, while Adjusted EBITDA loss improved to $(2.9)M. Free cash outflow improved to $(19.0)M from $(28.2)M.

Cash and cash equivalents rose to $371M, giving a net cash position of $146M as of December 31, 2025. Management highlights cost reductions, ongoing annualized savings of $29M, an on-track acquisition of MTL Cannabis, and a January 2026 recapitalization that pushed all debt maturities out to 2031.

Canopy Growth Corporation reports results for the quarter ended December 31, 2025, showing continued losses but a stronger balance sheet.

Revenue reached C$90.4M, with net revenue of C$74.5M, slightly below the prior year. The company recorded a net loss of C$62.6M, an improvement from C$121.9M a year earlier, and a basic and diluted loss per share of C$(0.18).

For the nine months, net revenue rose to C$213.4M while net loss narrowed to C$105.8M from C$377.3M. Operating cash outflow was C$45.6M, more than offset by C$285.8M of financing inflows, mainly equity issuances, lifting cash and cash equivalents to C$371.3M at period end.

Total assets increased to C$1.11B and long‑term debt declined to C$225.0M. Shareholders’ equity rose to C$758.2M, despite an accumulated deficit of C$11.0B, reflecting sizable past losses and recent capital raises.

Canopy Growth Corporation has filed a prospectus to register up to 52,279,795 common shares for resale by existing selling securityholders. These shares consist of 30,054,644 debenture shares issuable upon conversion of C$55,000,000 of unsecured convertible debentures maturing on July 8, 2031, 12,731,481 warrant shares, and 9,493,670 exchange shares issued in a January 8, 2026 exchange transaction.

The debentures bear 7.50% annual interest and are convertible at C$1.83 per share, with a forced conversion feature if the TSX price exceeds C$2.75 for 10 consecutive trading days. The warrants are exercisable at C$2.16 per share until January 8, 2031 and include ownership caps of generally 4.99%, adjustable up to 9.99%. Canopy Growth will not receive proceeds from any resale of shares by the holders but would receive approximately US$19.9 million if all warrants registered here are exercised for cash.

Canopy Growth Corporation is registering 52,279,795 common shares for resale by existing securityholders. These shares consist of 30,054,644 shares issuable upon conversion of new unsecured convertible debentures with C$55,000,000 aggregate principal maturing on July 8, 2031, 12,731,481 shares issuable upon exercise of common share purchase warrants, and 9,493,670 exchange shares issued in a prior private placement. The debentures carry 7.50% annual interest and are convertible at C$1.83 per share, with a forced conversion feature if the TSX share price exceeds C$2.75 for 10 consecutive trading days. Each warrant allows purchase of one share at C$2.16 per share until January 8, 2031. Canopy Growth will not receive proceeds from any resale of these shares but could receive approximately US$19.9 million if all warrants are exercised for cash, which it currently plans to use for investments, potential acquisitions, working capital and general corporate purposes.

Canopy Growth Corporation entered into a new senior secured loan and completed a major debt exchange and warrant issuance. The company received US$150,000,000 of cash proceeds under a senior secured loan with aggregate principal of US$162,115,000, funded with an original issue discount of US$12,115,000. The loan bears interest at Term SOFR (floor 3.25%) plus 6.25%, matures as late as January 31, 2031, and is secured by substantially all assets of the company and its material subsidiaries. Canopy plans to use the net proceeds to repay approximately US$101 million of existing senior secured debt, and for working capital, general corporate purposes, and potential future acquisitions.

In connection with this financing, the company issued 18,705,577 common share purchase warrants exercisable at US$1.30 per share for five years. Separately, Canopy exchanged C$96,358,375 of existing senior unsecured convertible debentures maturing in May 2029 for new convertible debentures with principal of C$55,000,000 maturing on July 8, 2031, plus 12,731,481 warrants at C$2.16 per share, 9,493,670 common shares, and a C$10,500,000 cash payment. The new debentures bear 7.50% annual interest and are convertible at C$1.83 per share, with a forced conversion feature if the Toronto Stock Exchange average closing price exceeds C$2.75 for 10 consecutive trading days. The company also amended its arrangement agreement with MTL Cannabis Corp. to refine how in-the-money MTL warrants are treated, requiring a cashless exercise notice to receive shares; otherwise, warrants are exchanged for replacement warrants on Canopy common shares.