Canopy Growth Corp SEC Filings

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.

Canopy Growth Corporation has agreed to acquire MTL Cannabis Corp. in a share-and-cash transaction. Each MTL share will receive 0.32 Canopy Growth share plus C$0.144 in cash, for a total of approximately 38 million Canopy Growth shares and C$17 million in cash based on MTL’s current non-diluted share count. Canopy Growth may issue up to an additional 2,956,391 shares to certain former MTL-related shareholders in exchange for releasing anti-dilution rights.

The acquisition will occur through a court-approved plan of arrangement and requires approvals from the Supreme Court of British Columbia, competition authorities and MTL shareholders, including a two-thirds vote and a separate minority approval. Holders of about 75% of MTL shares have signed support agreements, and roughly 72% of the Canopy shares issued for MTL will be subject to staggered lock-ups over three to twelve months. Closing is expected by the end of February 2026, subject to conditions and termination rights, including a C$4 million termination fee payable by MTL in certain competing-bid scenarios.

Canopy Growth (CGC) disclosed an insider equity grant on a Form 4. A director received 42,658 restricted stock units (RSUs) on November 11, 2025 at a price of $0, reflecting a non-cash award.

The filing notes a staggered vesting schedule: 20,158 RSUs vest on December 31, 2025 and 22,500 RSUs vest on March 31, 2026. Following the grant, the director reported 42,658 shares beneficially owned, held directly. This is routine equity compensation and does not involve cash proceeds.

Canopy Growth Corporation furnished an update on its business by announcing fiscal second-quarter results for the period ended September 30, 2025. The company reported these results via a press release.

The press release was attached as Exhibit 99.1 and furnished under Item 2.02 (Results of Operations and Financial Condition). The company noted this information is furnished, not filed, under the Exchange Act.

Canopy Growth Corporation reported improved quarterly results for the three months ended September 30, 2025. Revenue was CDN$82.998M and net revenue was CDN$66.683M, up from CDN$62.991M a year ago. Gross margin was CDN$21.905M, and the operating loss narrowed to CDN$16.894M from CDN$45.943M. Other income was CDN$15.469M versus an expense last year, resulting in a small net loss from continuing operations of CDN$1.639M, or CDN$0.01 per share, compared with a loss of CDN$1.52 per share a year earlier.

Liquidity strengthened: cash and cash equivalents rose to CDN$298.058M from CDN$113.811M at March 31, 2025, and long‑term debt decreased to CDN$226.333M from CDN$299.811M. Total shareholders’ equity increased to CDN$736.013M. Management states that, given cash on hand, a current portion of long‑term debt of CDN$1.847M, financing actions, and projected cash flows, the company has sufficient liquidity, resolving conditions that previously raised substantial doubt about continuing as a going concern. As of November 6, 2025, there were 342,195,956 common shares outstanding, plus 26,261,474 exchangeable shares convertible one‑for‑one into common shares.

Canopy Growth Corp (CGC) reported an insider update: a director filed a Form 3 initial statement of beneficial ownership. The filing states that no securities are beneficially owned as of the event date 10/10/2025.

The submission was filed by one reporting person and includes an Exhibit 24 Power of Attorney authorizing the signatory.

Canopy Growth Corporation reported the final voting results from its 2025 Annual General and Special Meeting. Shareholders approved a share consolidation authorization, allowing the Board to set a consolidation ratio between 1-for-5 and 1-for-15 for common and exchangeable shares at any time prior to September 26, 2026. A total of 79,971,625 shares were represented out of 239,849,225 entitled to vote.

All five director nominees were elected. Shareholders approved the appointment of PKF O’Connor Davies, LLP as auditor for the fiscal year ending March 31, 2026. The advisory vote on executive compensation also passed.

Key tallies: the share consolidation resolution received 62,742,664 votes for, 16,557,315 against, and 671,647 abstentions; the auditor appointment received 75,518,055 votes for and 4,453,570 withheld.