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0001737927
Canopy Growth Corp
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0001737927
2026-05-15
2026-05-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 15, 2026
Canopy Growth Corporation
(Exact name of registrant as specified in its
charter)
| Canada |
|
001-38496 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1 Hershey Drive
Smiths Falls, Ontario |
K7A
0A8 |
| (Address of principal executive offices) |
(Zip Code) |
(855) 558-9333
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange
on which registered |
| Common
Shares, no par value |
CGC |
The Nasdaq
Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
In connection with the preparation of
the consolidated financial statements of Canopy Growth Corporation (the “Company”) for the fiscal year ended
March 31, 2026, on May 15, 2026, the audit committee of the board of directors of the Company (the “Audit
Committee”) was made aware of and, after discussion with senior management of the Company, concluded that the Company’s
previously issued (i) audited consolidated financial statements for the fiscal year ended March 31, 2024, included in the
Company’s Annual Report on Form 10-K for such fiscal year (the “2024 10-K”), (ii) audited consolidated
financial statements for the fiscal year ended March 31, 2025, included in the Company’s Annual Report on Form 10-K
for such fiscal year (the “2025 10-K”) and (iii) unaudited consolidated financial statements for the quarterly
periods ended September 30, 2023, December 31, 2023, June 30, 2024, September 30, 2024, December 31, 2024,
June 30, 2025, September 30, 2025, and December 31, 2025, included in the Company’s Quarterly Reports on
Form 10-Q for such quarterly periods (collectively, the “Prior Financial Statements”), should no longer be relied
upon because of non-cash technical errors in the Company’s accounting relating to certain share-settled warrants of the
Company with exercise prices denominated in U.S. dollars, first issued during the fiscal year ended March 31, 2024 (the
“Identified Warrants”). In addition, the reports of the Company’s independent registered public accounting firms
included in the 2024 10-K and the 2025 10-K should no longer be relied upon.
The Company determined that the Identified
Warrants should have been classified as liabilities rather than equity instruments under applicable accounting standards, given the Company’s
Canadian dollar functional currency. Accordingly, the Company should have recorded these instruments as liabilities on its consolidated
balance sheets and measured them at fair value at each reporting date, with changes in fair value recorded in the consolidated statements
of operations and comprehensive loss. The corrections required to be made to the Prior Financial Statements are the result of a technical
application of accounting standards.
The Company intends to restate the Prior Financial
Statements in its Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which is expected to be filed with the
Securities and Exchange Commission (the “SEC”) on June 15, 2026 (the “Comprehensive Form 10-K”). Accordingly,
the Company does not intend to file separate amended reports for such periods.
The impact of the restatement is expected
to be limited to a reclassification between equity and liabilities and the related fair value adjustments, all of which are expected to
be non-cash entries. The restatement is not expected to impact the following previously reported financial results:
| · | revenue, gross margin, operating income/loss and cash flows from operations; |
| · | Adjusted EBITDA (as defined in the Prior Financial Statements) or other key
non-GAAP performance metrics used by management and investors; |
| · | total assets, cash balances, liquidity, or ability to meet obligations or
fund operations; |
| · | compliance with any debt covenants, contractual ratios or borrowing capacity;
or |
| · | the trajectory or narrative of financial performance. |
Accordingly, these adjustments are non-cash and non-operational, and do not impact the Company's underlying business performance.
In connection with the foregoing, management
expects to report a material weakness in the Company’s internal control over financial reporting. The Audit Committee and the Company’s
management have discussed the matters disclosed in this Current Report on Form 8-K (this “Form 8-K”) pursuant to
Item 4.02(a) with the Company’s independent registered public accounting firm.
Caution Regarding Forward-Looking Statements
This Form 8-K includes information
that constitutes forward-looking statements. Forward-looking statements often address expected future business and financial performance,
and often contain words such as “believe,” “expect,” “anticipate,” “intend,” “plan”
or “will.” By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Any such
forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results
encompassed within the forward-looking statements. All statements, other than statements of historical fact, are forward-looking statements.
Examples of such forward-looking statements include, but are not limited to, statements regarding the Company’s expectations with
regard to any restated items in its financial statements for the relevant periods disclosed herein and the impacts thereof; the anticipated
timing of the filing of the Comprehensive Form 10-K with the SEC; and the effectiveness of the Company’s disclosure controls
and procedures and internal control over financial reporting. Factors that could cause or contribute to such differences include: the
time and effort required to complete the restatement of the Company’s Prior Financial Statements and prepare the Comprehensive Form 10-K;
and the subsequent discovery of additional adjustments to the Company’s previously issued financial statements. These and other
important factors, including those discussed under “Risk Factors” in the 2025 10-K and the Company’s subsequently filed
Quarterly Reports on Form 10-Q, as well as the Company’s subsequent filings with the SEC, may cause actual results, performance
or achievements to differ materially from the those expressed or implied by these forward-looking statements. Except as required by law,
the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of
new information, future events or otherwise.
| Item 7.01 | Regulation FD Disclosure. |
On May 15, 2026, the Company issued a
press release titled “Canopy Growth Provides Update on Financial Reporting and Announces Fourth Quarter and Fiscal Year 2026 Financial Results to be Presented
on June 15, 2026,”
a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein solely for purposes of this Item 7.01
disclosure.
The information set forth and incorporated
by reference in Item 7.01 of this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of such section. The information set forth and incorporated by reference in Item 7.01 of this Form 8-K,
including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated May 15, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CANOPY GROWTH CORPORATION |
| |
|
|
| |
By: |
/s/ Thomas Stewart |
| |
|
Thomas Stewart |
| |
|
Chief Financial Officer |
Date: May 15, 2026
Exhibit 99.1
Canopy
Growth Provides Update on Financial Reporting and Announces Fourth Quarter and Fiscal Year 2026 Financial Results to be Presented on
June 15, 2026
SMITHS FALLS,
ON – May 15, 2026 – Canopy Growth Corporation (“Canopy Growth”
or the “Company”) (TSX: WEED) (Nasdaq: CGC) expects to release its financial results for the quarter and fiscal year
ended March 31, 2026 before financial markets open on June 15, 2026. The Company also announced it plans to file restated financial
results for the fiscal years ended March 31, 2025 and March 31, 2024 and to certain of the interim periods therein (the “Refiling”),
in conjunction with its filing of financial results for the year ended March 31, 2026 on June 15, 2026, as further described
below and in the Company’s material change report and the Company’s Current Report on Form 8-K each dated May 15,
2026.
During the Company’s
year-end financial reporting process for the fiscal year ended March 31, 2026, the Company identified a technical non-cash accounting
error. The Company determined that certain share-settled warrants with exercise prices denominated in U.S. dollars, first issued during
the fiscal year ended March 31, 2024, should have been classified as liabilities rather than equity instruments under applicable
accounting standards, given the Company’s Canadian dollar functional currency. Accordingly, the Company should have recorded these
instruments as liabilities on its consolidated balance sheets and measured them at fair value at each reporting date, with changes in
fair value recorded in the consolidated statements of operations and comprehensive loss.
The corrections
associated with the Refiling are the result of a technical application of accounting standards. The impact is expected to be limited
to a reclassification between equity and liabilities and the related fair value adjustments, all of which are expected to be non-cash
entries.
No Impact
on Core Operating Performance
The Refiling is
not expected to affect any of the following aspects of the Company’s previously reported financial results:
| · | revenue,
gross margin, operating income/loss and cash flows from operations; |
| · | Adjusted
EBITDA or other key non-GAAP performance metrics used by management and investors; |
| · | total
assets, cash balances, liquidity, or ability to meet obligations or fund operations; |
| · | compliance
with any debt covenants, contractual ratios or borrowing capacity; or |
| · | the
trajectory or narrative of financial performance. |
Accordingly, these
adjustments are non-cash and non-operational, and do not impact the Company’s underlying business performance.
Further details,
including the full quantitative impact of the Refiling, are expected to be included in the Company’s filings in connection with
the release of its financial results for the quarter and fiscal year ended March 31, 2026, which filings will be made with the U.S.
Securities and Exchange Commission on EDGAR at www.sec.gov and with Canadian securities regulators and available on SEDAR+ under
the Company’s profile at www.sedarplus.ca.
The Company has
also voluntarily applied to the applicable securities regulatory authorities for a management cease trade order related to the Company’s
securities to be imposed against certain directors and officers of the Company (the “MCTO”). Once granted, the MCTO will
be in effect until the Refiling is complete. The issuance of the MCTO does not generally affect the ability of persons who have not been
directors or officers of the Company to trade in their securities in accordance with applicable securities laws.
The Company intends
to provide information with respect to further developments in respect of this matter promptly following their occurrence, including
the issuance of bi-weekly status update reports until the Refiling is complete and the MCTO has been revoked. The Company has made the
foregoing representations in accordance with the requirements of applicable securities laws, and other than as disclosed herein, there
is no material information concerning the affairs of the Company that has not been generally disclosed.
Release
of Financial Results and Investor Webcast
Canopy Growth expects
to release its financial results for the quarter and fiscal year ended March 31, 2026, as well as the restated financial results
for the fiscal years ended March 31, 2025 and March 31, 2024, prior to the opening of financial markets on June 15, 2026.
Following the
release of its financial results, Canopy Growth will host an audio webcast with Luc Mongeau, CEO, and Tom Stewart, CFO, on June 15,
2026 at 10:00 AM Eastern Time (ET).
A live audio
webcast will be available at:
https://onlinexperiences.com/Launch/QReg/ShowUUID=A7EE0D0C-0666-4DFD-8731-2283EDBF8C3B
A replay will
be accessible by webcast until 11:59 PM ET on September 13, 2026 at the same URL.
Contact:
Media Contact:
media@canopygrowth.com
Investor
Contact: invest@canopygrowth.com
About Canopy
Growth
Canopy
Growth is a world-leading cannabis company dedicated to unleashing the power of cannabis to improve lives. Its portfolio of owned and
licensed brands including Tweed, 7ACRES, DOJA, Deep Space, Deelish, Claybourne, MTL Cannabis, Low Key by MTL and R’belle, as well
as category-defining Storz & Bickel, delivers innovative products to consumers across Canada and beyond.
Canopy
Growth is Canada’s leading provider of medical cannabis services through Canada House Clinics and serves patients online via Abba
Medix. The Company also holds unconsolidated, non-controlling interest in Canopy USA, LLC, which provides exposure to the U.S. THC market.
Committed
to quality, responsible use, and community, Canopy Growth is shaping a future where cannabis is embraced for its potential to enhance
well-being.
For more information
visit www.canopygrowth.com.
Forward-Looking
Statements
This
news release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation
Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Often,
but not always, forward-looking statements and information can be identified by the use of words such as “plans”, “expects”
or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates”
or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions,
events or results “may”, “could”, “would”, “might” or “will” be taken, occur
or be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company or its subsidiaries to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples
of such statements and uncertainties include statements relating to the Company’s expectations with regard to timing of release
of the quarter and fiscal year ended March 31, 2026 financial results; the Company’s expectations with regard to any restated
items in its financial statements for the relevant periods disclosed herein and the impacts thereof; the anticipated timing of the filing
of the Annual Report on Form 10-K for the fiscal year ended March 31, 2026, including the Refiling; disclosure of further updates
and bi-weekly status reports with respect to the MCTO; and the timing, duration and impacts of the MCTO.
Risks,
uncertainties and other factors involved with forward-looking information or statements could cause actual events, results, performance,
prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements and information,
including risks relating to the time and effort required to complete the Refiling and to prepare the Annual Report on Form 10-K
for the fiscal year ended March 31, 2026; risk relating to any subsequent discovery of additional adjustments to the Company’s
previously issued financial statements; and such other risks contained in the public filings of the Company filed with Canadian securities
regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca and with the SEC through EDGAR at www.sec.gov,
including under the heading “Risk Factors” in the Company’s annual report on Form 10-K for the fiscal year ended
March 31, 2025 and its subsequently filed quarterly reports on Form 10-Q. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements that are included in this news release and in the filings.
In
respect of the forward-looking statements and information, the Company has provided such statements and information in reliance on certain
assumptions that the Company believes are reasonable at this time. Although the Company believes that the assumptions and factors used
in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should
not be placed on such information or statements and no assurance can be given that such events will occur in the disclosed time frames
or at all. Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking
information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated,
believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The
forward-looking information and forward-looking statements included in this news release are made as of the date of this news release
and the Company does not undertake any obligation to publicly update such forward-looking information or forward-looking statements to
reflect new information, subsequent events or otherwise unless required by applicable securities laws.
