Canopy Growth Corp SEC Filings

Canopy Growth filed a prospectus supplement for an "at the market" equity offering to sell up to $200,000,000 of common shares, with concurrent sales in Canada limited to $50,000,000 (the Canadian Cap). Sales will be effected through an Equity Distribution Agreement with BMO Capital Markets Corp. (U.S. Agent) and BMO Nesbitt Burns Inc. (Canadian Agent) for up to 3% commission. The company’s shares trade on the TSX under "WEED" and Nasdaq under "CGC"; the last reported Nasdaq sale price on August 28, 2025 was $1.88 per share. The prospectus states proceeds will be used for investments, potential acquisitions, working capital and possible repayment of indebtedness, including amounts outstanding under a secured first lien term loan facility (Credit Facility) with a current principal of $125.6 million and required prepayments of $10 million by December 31, 2025 and $15 million by March 31, 2026. The filing discloses potential dilution, lists outstanding share and convertible instruments counts, and highlights U.S. tax risks including possible PFIC classification.

Stewart Thomas Carlton, identified as an Officer with the remark Interim Chief Financial Officer, reported a sale of common shares of Canopy Growth Corp (CGC). On 08/22/2025 he disposed of 5,768 common shares at a price of CAD 1.74 per share; the filing states the sale was in part to satisfy tax obligations tied to the vesting of restricted stock units. After the reported transaction, he beneficially owned 68,203 common shares. The Form 4 was signed by an attorney-in-fact, Shai Marshall, on 08/26/2025. This filing discloses an insider share disposition linked to compensation tax settlement rather than an open-market purchase.

Canopy Growth Corp director and Chief Legal Officer & Corporate Secretary Christelle Gedeon reported a sale of 16,929 common shares on 08/22/2025 at a price of CAD $1.74 per share. The filing states the disposition was made to satisfy tax obligations tied to the vesting of restricted stock units. After the sale, the reporting person beneficially owned 368,488 common shares. The Form 4 was signed by an attorney-in-fact on 08/26/2025. All amounts and the sale rationale are presented in the filing; no additional transaction types or derivative holdings are disclosed.

Christelle Gedeon, Chief Legal Officer and Corporate Secretary of Canopy Growth Corp (CGC), reported a sale of 4,528 common shares on 08/18/2025 at a price of CA$1.86 per share. The filing shows 385,417 shares beneficially owned by Ms. Gedeon after the transaction. The form states the disposition was made to satisfy tax obligations arising from the vesting of restricted stock units. The report was signed by an attorney-in-fact on behalf of the reporting person and is a routine officer disclosure under Section 16.

Canopy Growth Corp (CGC) reported a grant of 45,680 restricted stock units to director M. Shan Atkins on August 12, 2025. The RSUs were issued as compensation and will vest in three scheduled tranches: 10,578 RSUs on September 29, 2025, 17,551 RSUs on December 31, 2025, and 17,551 RSUs on March 31, 2026. The filing shows the reporting person is a director and the transaction was reported as an acquisition at no cash price. The Form 4 was signed by an attorney-in-fact on August 14, 2025, and provides the standard disclosure of beneficial ownership following the grant.

Canopy Growth Corporation filed a Form 8-K dated 8 Aug 2025. Under Item 2.02, the company furnished (not filed) a press release detailing fiscal Q1 FY26 results for the quarter ended 30 Jun 2025; the actual financial figures are contained in Exhibit 99.1 and are not included in this filing.

Under Item 5.02, the board appointed Margaret Shan Atkins as an independent director, effective 6 Aug 2025, and named her to the audit committee. The filing states there are no related-party transactions, and Ms. Atkins will receive standard director compensation and a customary indemnification agreement. No other material events, transactions or guidance updates are disclosed.

CGC Q1 FY26 (quarter ended 30 Jun 2025) highlights:

• Net revenue rose 9% YoY to CA$72.1 m (CA$66.2 m LY) as adult-use, medical and accessories sales grew.
• Gross margin fell to 25% (CA$18.0 m) from 35% (CA$23.0 m) on higher COGS and CA$1.9 m inventory write-downs.
• Operating loss narrowed to CA$22.6 m vs. CA$29.1 m; net loss improved sharply to CA$41.5 m (CA$129.2 m LY) as prior-year period contained CA$93.9 m fair-value and debt-settlement charges.
• Cash burn: operating cash outflow cut to CA$10.3 m (CA$51.8 m). FCF benefited from lower restructuring and working-capital release.
• Liquidity: cash & equivalents up to CA$126.2 m (CA$113.8 m at Mar-25) aided by CA$38.3 m raised under Feb-25 ATM program. Short-term investments CA$17.4 m.
• Leverage: total debt reduced to CA$295.3 m (CA$304.1 m), with current portion CA$6.3 m. Credit-facility balance shrank after ongoing discounted repurchases.
• Equity: book value CA$489.0 m; accumulated deficit widened to CA$10.97 bn.
• Canopy USA deconsolidated (effective Apr-24) creating CA$5.0 m gain and recognition of equity-method investments and CA$142.4 m Elevate loan receivable.
• Management states substantial-doubt concerns are "alleviated" via equity raises, debt pay-downs and ongoing cost actions, but continues to evaluate further financing.

Per-share: basic loss CA$0.22 vs CA$1.60 as share count rose to 188.3 m (79.2 m LY) due to ATM and acquisition-related issuances.

Canopy Growth’s 2025 DEF 14A outlines four voting items for the 26-Sep-2025 virtual AGM:

• Election of five directors (four incumbents plus new nominee Joe Bayern). Independent directors would remain 80% of the board; David Lazzarato continues as independent chair.
• Re-appointment of PKF O’Connor Davies LLP as auditor for FY 2026.
• A special resolution authorising a 5-for-1 to 15-for-1 reverse share split at the board’s discretion before 26-Sep-2026 to restore compliance with stock-exchange price requirements.
• Advisory “say-on-pay” approval of FY 2025 executive compensation.

Governance & policy highlights: the board refreshed seven key policies (Disclosure, Insider-Trading, Regulation FD, Anti-Bribery, Clawback, Code of Business Conduct, Disclosure Compliance) and offered four director-education sessions.

Compensation: New CEO Luc Mongeau’s package—C$975k salary, 100% STI target, 300% LTI mix (50% options/50% RSUs) plus a one-time 225k option/50k RSU sign-on grant—reflects a scaled structure versus former CEO David Klein, whose salary was cut to US$750k and whose outstanding equity will be forfeited on retirement (31-Aug-2025). FY 2025 NEO cash bonuses paid at 77.6% of target as only 17.6% of EBITDA and 29.3% of revenue targets were met.

Shareholder logistics: record date 1-Aug-2025; proxies due 24-Sep-2025. All participation and voting will be via live audio webcast.