STOCK TITAN

Canopy Growth Q2 FY2027 loss widens to C$40.7M

International cannabis revenue rose 141%, even as consolidated gross margin fell to 29% from 33%.

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Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Canopy Growth (CGC) reported Q2 FY2027 net revenue of C$81.373 million, up 22% year over year. Cannabis segment revenue increased 30% to C$66.235 million, including international cannabis revenue of C$12.268 million, up 141%. Canadian medical and adult-use revenue rose 18% to C$25.840 million and 17% to C$28.127 million, respectively; Storz & Bickel revenue declined 4% to C$15.138 million.

Consolidated gross margin was 29%, down from 33%, and adjusted gross margin was 31%, versus 33%. Net loss was C$40.694 million, an increase of C$35.7 million year over year; Canopy Growth attributed this to C$35.8 million of fair value charges on Canopy USA-related assets. Adjusted EBITDA loss narrowed 6% to C$2.878 million. Free cash outflow was C$15.547 million, compared with C$19.205 million.

The Smiths Falls facility received EU GMP certification and Kincardine’s certification was renewed. Canopy Growth expanded medical cannabis distribution in the U.K. and broadened its Australian portfolio. The CFO said the company was within reach of reporting positive adjusted EBITDA during fiscal 2027.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 1 point

How the balance works

Positive

  • Moderate pointNet revenue rose 22% to C$81.373 million year over year.
  • Moderate pointAdjusted EBITDA loss narrowed 6% to C$2.878 million year over year.

Negative

  • Moderate pointNet loss rose C$35.7 million year over year to C$40.694 million.

Filing Explained

At September 30, cash was C$247,340 thousand, short-term investments C$72,451 thousand, current debt C$43,130 thousand and long-term debt C$202,734 thousand.

This 8-K furnishes Canopy Growth’s Q2 results; its balance sheet reports 423,352,668 common shares outstanding at September 30, 2026, versus 422,068,225 at March 31, 2026, a higher count that reduces existing holders’ percentage ownership absent offsetting changes.

At September 30, the balance sheet reports C$247,340 thousand in cash, C$72,451 thousand in short-term investments, C$43,130 thousand in current debt and C$202,734 thousand in long-term debt.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Net revenue C$81.373 million Q2 FY2027; up 22% from C$66.683 million in Q2 FY2026
Cannabis segment net revenue C$66.235 million Q2 FY2027; up 30% from C$50.852 million in Q2 FY2026
International markets cannabis net revenue C$12.268 million Q2 FY2027; up 141% from C$5.091 million in Q2 FY2026
Net loss C$40.694 million loss Q2 FY2027; compared with C$4.978 million loss in Q2 FY2026
Consolidated gross margin 29% Q2 FY2027; compared with 33% in Q2 FY2026
Adjusted EBITDA C$2.878 million loss Q2 FY2027; compared with C$3.049 million loss in Q2 FY2026
Free cash flow C$15.547 million outflow Q2 FY2027; compared with C$19.205 million outflow in Q2 FY2026
Adjusted EBITDA financial
"Adjusted EBITDA is a non-GAAP measure"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
free cash flow financial
"Free cash flow is a non-GAAP measure used by management"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
adjusted gross margin percentage financial
"Adjusted gross margin percentage is calculated as adjusted gross margin divided by net revenue"
EU GMP technical
"European Union Good Manufacturing Practice (“EU GMP”) certification"
EU Good Manufacturing Practice (EU GMP) is the European standard for how medicines, vaccines and related medical products must be produced and controlled to ensure consistent quality, safety and traceability. Think of it as a detailed recipe and inspection checklist that factories must follow; for investors, EU GMP compliance is a practical signal that a company can supply products reliably, avoid costly recalls or regulatory blocks, and access European markets.
Net revenue C$81.373 million Up 22% year over year
Cannabis segment net revenue C$66.235 million Up 30% year over year
Net loss C$40.694 million loss Increased C$35.7 million year over year
Adjusted EBITDA loss C$2.878 million Narrowed 6% year over year
Free cash flow C$15.547 million outflow Compared with C$19.205 million outflow in Q2 FY2026
Guidance

Management said the company was within reach of reporting positive adjusted EBITDA during fiscal 2027.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much net revenue did CGC report in Q2 FY2027?

CGC reported C$81.373 million in net revenue for Q2 FY2027, a 22% year-over-year increase. Cannabis segment revenue was C$66.235 million, up 30%.

Why did CGC’s net loss increase in Q2 FY2027?

Canopy Growth said net loss increased C$35.7 million year over year, reflecting C$35.8 million of fair value charges on Canopy USA-related assets.

What did CGC’s Smiths Falls EU GMP certification cover?

Smiths Falls received EU GMP certification as Canada’s only EU GMP-certified site combining softgel manufacturing with primary packaging of softgels, oral liquids and dried cannabis flower, based on certificate records reviewed as of October 9, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001737927false00-000000000017379272026-11-062026-11-06

 

 

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): November 6, 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

 

NASDAQ Global Select Market

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 2.02 Results of Operations and Financial Condition.

On November 6, 2026, Canopy Growth Corporation (the “Company”) issued a press release announcing its financial results for its fiscal second quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in Item 2.02 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth in Item 2.02 of this Current Report, 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 November 6, 2026

 

 

 

 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

 


 

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 thereunto duly authorized.

 

 

 

 

CANOPY GROWTH CORPORATION

 

 

 

 

Date: November 6, 2026

 

By:

/s/ Thomas Stewart

 

 

 

Thomas Stewart

 

 

 

Chief Financial Officer

 

 


img62664582_0.jpg

Exhibit 99.1

Canopy Growth Reports Second Quarter Fiscal Year 2027 Financial Results;

Net Revenue Growth of 22% Led by a 141% Increase in International Markets Cannabis

 

Net revenue growth of 30% in Cannabis segment

18% growth in Canada medical cannabis revenue and 17% growth in Canada adult-use cannabis revenue

Company strengthens end-to-end EU GMP supply chain to facilitate further international growth

SMITHS FALLS, ON, November 6, 2026 - Canopy Growth Corporation (“Canopy Growth”, “our”, “we” or the “Company”) (TSX: WEED) (Nasdaq: CGC), a leading global company committed to bettering lives through cannabis, today announced its financial results for the three months ended September 30, 2026 ("Q2 FY2027"). All financial information in this press release is reported in Canadian dollars, unless otherwise indicated.

“We have made tremendous progress on our international strategy. Our international business delivered 141% net revenue growth in the second quarter of fiscal year 2027 driven by strong medical cannabis sales in Germany and Poland. We entered the U.K. market, added to our German leadership team, broadened our product portfolio in Australia and expanded our end-to-end EU GMP-certified supply chain through the certification of our Smiths Falls facility. We expect the ongoing elevation of our cultivation capabilities to drive our momentum further across the entire business.”

Luc Mongeau, Chief Executive Officer

 

“We reported another quarter of strong net revenue growth, including a 17% year-over-year increase in Canada adult-use cannabis, an 18% increase in Canada medical cannabis and 30% growth in the Cannabis segment overall. We are progressing steadily to profitability, quarter after quarter. Our disciplined approach continues to show improvements in adjusted EBITDA1 compared to Q2 FY2026, placing us within reach of reporting positive adjusted EBITDA during fiscal 2027.”

Tom Stewart, Chief Financial Officer

 

Second Quarter FY2027 Financial Highlights

Consolidated net revenue of $81.4M in Q2 FY2027 increased by 22% compared to the three months ended September 30, 2025 (“Q2 FY2026”).

o
Cannabis net revenue was $66.2M in Q2 FY2027, an increase of 30% versus the prior-year period.
▪
Canada medical cannabis net revenue in Q2 FY2027 was $25.8M, an increase of 18% versus Q2 FY2026, driven by growth in the number of insured customers and the acquisition of MTL Cannabis Corp. (“MTL Cannabis”), partially offset by the Canadian government’s reduction in the Veterans Affairs Canada ("VAC") reimbursement rate for medical cannabis.
▪
Canada adult-use cannabis net revenue in Q2 FY2027 was $28.1M, an increase of 17% compared to Q2 FY2026, primarily attributable to increased flower sales driven by the acquisition of MTL Cannabis, partially offset by declines in opportunistic bulk sales.
▪
International markets cannabis net revenue of $12.3M in Q2 FY2027 increased 141% as compared to $5.1 million in Q2 FY2026, primarily due to strong sales in Europe, specifically in Germany and Poland.
o
Storz & Bickel net revenue was $15.1M in Q2 FY2027, a 4% decrease compared to Q2 FY2026. The decrease is primarily attributable to decreased customer spending on Storz & Bickel products in certain geographic regions.
•
Consolidated gross margin was 29% in Q2 FY2027, compared to 33% in Q2 FY2026.
o
Adjusted gross margin2 decreased to 31% in Q2 FY2027, as compared to 33% in Q2 FY2026. The current-year period excludes the impact of inventory step-up charges of $2.1 million related to the acquisition of MTL Cannabis, which were not present in the prior-year period.
o
Cannabis gross margin was 26% in Q2 FY2027 compared to 31% in Q2 FY2026, while adjusted gross margin for the segment was 29% in Q2 FY2027 compared to 31% in Q2 FY2026. The decrease in the adjusted gross margin percentage2 is primarily attributable to the reduction in the VAC reimbursement rate available for medical cannabis.

 

 

 

img62664582_1.gif - 1

1 Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP Measures" and Schedule 7 for a reconciliation of net loss from continuing operations to adjusted EBITDA.

2 Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures. See "Non-GAAP Measures" and Schedules 5 and 6 for a reconciliation of adjusted gross margin on a consolidated basis and by segment.


 

o
Storz & Bickel gross margin was 39% in Q2 FY2027 compared to 38% in Q2 FY2026. The year-over-year consistency in gross margin despite a decline in revenues is driven by our continued focus on cost efficiencies and product mix.
•
Selling, general and administrative expenses in Q2 FY2027 were 9% higher than in Q2 FY2026. The increase was driven by the addition of the MTL Cannabis operations, offset by lower costs resulting from continued reductions in headcount and other cost reduction initiatives.
•
Net loss in Q2 FY2027 increased by $35.7 million compared to Q2 FY2026 due to $35.8 million of fair value charges on our Canopy USA, LLC ("Canopy USA") related assets.
•
Adjusted EBITDA loss for Q2 FY2027 was $2.9M, an improvement of $0.2M or 6% compared to Q2 FY2026, primarily attributable to revenue growth across the Cannabis segment and continued cost savings, partially offset by the reduction in the VAC reimbursement rate available for medical cannabis.
•
Free cash outflow3 decreased from $19.2M in Q2 FY2026 to $15.5M in Q2 FY2027, reflecting a decrease in cash used in operating activities, offset by capital expenditures at certain production facilities to drive improvements in cultivation consistency and output.

 

Business Highlights

•
Canopy Growth’s Smiths Falls, Ontario facility received European Union Good Manufacturing Practice (“EU GMP”) certification to become Canada’s only EU GMP-certified site combining softgel manufacturing with primary packaging of softgels, oral liquids and dried cannabis flower4.
•
The Company appointed a Country Manager for Germany to lead its commercial strategy and fully capture the potential of the German medical cannabis market.
•
The Company expanded its medical cannabis supply into the United Kingdom market through distribution partner GROW Group U.K. Ltd., initially providing four Canadian-grown flower strains under the Spectrum Therapeutics brand.
•
The Company broadened its Australian medical cannabis portfolio with the introduction of two new product formats, expanded formulations within its existing oil and softgel ranges, and two new flower SKUs.
•
Canopy Growth’s Kincardine, Ontario cultivation facility received renewed EU GMP certification, enabling it to continue to supply medical cannabis to European markets and serve as the anchor asset in the Company’s end-to-end EU GMP flower supply chain.

 

 

 

 

 

 

img62664582_1.gif - 2

3 Free cash flow is a non-GAAP measure. See "Non-GAAP Measures" and Schedule 8 for a reconciliation of free cash flow - continuing operations.

4 Based on a review of certificate records in the European Medicines Agency’s EudraGMDP database as of October 9, 2026.
 


 

Webcast and Conference Call Information

The Company will host a conference call and audio webcast with Luc Mongeau, CEO and Tom Stewart, CFO at 10:00 AM Eastern Time on November 6, 2026.

 

Webcast Information

A live audio webcast will be available at:

https://onlinexperiences.com/Launch/QReg/ShowUUID=33326F1E-3AA2-4BF8-B99B-3C39D0250CC7

 

Replay Information

A replay will be accessible by webcast until 11:59 PM ET on February 4, 2027 at the same URL.

 

Non-GAAP Measures

Adjusted EBITDA is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Management calculates Adjusted EBITDA as the reported net income (loss), adjusted to exclude income tax recovery (expense); other (income) expense, net; loss on equity method investments; share-based compensation expense; acquisition, divestiture, and other costs; depreciation and amortization expense; loss on asset impairment and restructuring; acquisition and divestiture related inventory write-downs; and charges related to the flow-through of inventory step-up on business combinations. Management believes that Adjusted EBITDA provides useful information to investors because it facilitates comparison of the Company’s operating performance on a consistent basis between periods and, when viewed in combination with our results prepared in accordance with U.S. GAAP, helps provide a broader picture of factors and trends affecting our results of operations. Management uses Adjusted EBITDA on an internal basis, period-over-period, to evaluate its operating performance, to analyze trends within its business, to assess its performance relative to its competitors, and to establish operational goals and forecasts that are used in allocating resources. The Adjusted EBITDA reconciliation is presented within this press release and explained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 (the “Form 10-Q”) filed with the Securities and Exchange Commission (“SEC”).

Free cash flow is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Management believes that free cash flow presents meaningful information regarding the amount of cash flow required to maintain and organically expand the Company’s business, and that the free cash flow measure provides meaningful information regarding the Company’s liquidity requirements. This measure is calculated as net cash provided by (used in) operating activities less purchases of and deposits on property, plant and equipment. The free cash flow reconciliation is presented within this press release and explained in the Form 10-Q.

Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures used by management that are not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. Management believes that adjusted gross margin and adjusted gross margin percentage present meaningful and useful financial information as these measures provide insights into the gross margin performance of the business. Adjusted gross margin is calculated as gross margin excluding acquisition related restructuring and other inventory write-downs, and charges related to the flow-through of inventory step-up on business combinations. Adjusted gross margin percentage is calculated as adjusted gross margin divided by net revenue. The adjusted gross margin and adjusted gross margin percentage reconciliation is presented within this news release.

 

Contact

Media Contact: media@canopygrowth.com

Investor Contact: invest@canopygrowth.com

 

About Canopy Growth

Canopy Growth is a leading global company committed to bettering lives through cannabis. With a focus on cultivation excellence, quality, trust, innovation and disciplined execution, Canopy Growth is a consumer-centric company serving patients, consumers and partners alike.

The Company’s 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 cannabis products to consumers across Canada and beyond. It is also Canada’s leading provider of medical cannabis services through Spectrum Therapeutics, Abba Medix, Apollo and Canada House Clinics.

The Company also holds an unconsolidated, non-controlling interest in Canopy USA, which provides exposure to the U.S. THC market.

Guided by its commitment to leadership, excellence, trust and innovation, Canopy Growth is working to shape a future where the plant is trusted for its ability to better lives.

For more information visit www.canopygrowth.com.

 

Notice Regarding Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of applicable securities laws, which involve certain known and unknown risks and uncertainties. To the extent any forward-looking statements in this press release constitutes “financial outlooks” within the meaning of applicable Canadian securities laws, the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “strategy,” “estimate,” “expect,” “project,” “projections,” “forecasts,” “plans,” “seeks,” “anticipates,” “potential,” “proposed,” “will,” “should,” “could,” “would,” “may,” “likely,” “designed to,” “foreseeable future,” “believe,” “scheduled” and other similar expressions. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

 

 

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Forward-looking statements include, but are not limited to, statements with respect to:

•
laws and regulations and any amendments thereto applicable to our business and the impact thereof, including uncertainty regarding the application of U.S. state and federal law to cannabis and hemp (including hemp derived cannabidiol (“CBD”)) products and the scope of any regulations by the U.S. Food and Drug Administration, the U.S. Drug Enforcement Administration, the U.S. Federal Trade Commission, the U.S. Patent and Trademark Office, the U.S. Department of Agriculture and any state equivalent regulatory agencies over cannabis and hemp (including CBD) products;
•
expectations regarding the amount or frequency of impairment losses, including as a result of the write-down of intangible assets, including goodwill;
•
our ability to refinance debt as and when required on terms favorable to us and comply with covenants contained in our debt facilities and debt instruments;
•
the impacts of the Company’s strategy to accelerate entry into the U.S. cannabis market through the creation of Canopy USA;
•
expectations for Canopy USA to capitalize on the opportunity for growth in the United States cannabis sector and the anticipated benefits of such strategy;
•
the timing and occurrence of the final tranche closing in connection with the acquisition of Lemurian, Inc. (“Jetty”) by Canopy USA pursuant to the exercise of the options to acquire Jetty;
•
the issuance of additional common shares of the Company (each whole share, a “Canopy Share” or a “Share”) to satisfy any deferred and/or option exercise payments to the shareholders of Wana Wellness, LLC, The Cima Group, LLC, and Mountain High Products, LLC (collectively, “Wana”) and Jetty and the issuance of additional non-voting and non-participating shares in the capital of Canopy USA issuable to Canopy Growth from Canopy USA in consideration thereof;
•
the acquisition of additional Class A shares of Canopy USA in connection with the investment in Canopy USA by the Huneeus 2017 Irrevocable Trust (the “Trust”) in the aggregate amount of up to US$20 million, including any warrants of Canopy USA issued to the Trust in accordance with the share purchase agreement entered into by the Trust and Canopy USA;
•
expectations regarding the potential success of, and the costs and benefits associated with, our acquisitions, equity investments and dispositions, including our acquisition of MTL Cannabis;
•
the grant, renewal and impact of any license or supplemental license to conduct activities with cannabis or any amendments thereof;
•
our international activities, including required regulatory approvals and licensing, anticipated costs and timing, and expected impact;
•
our ability to successfully create and launch brands and further create, launch and scale products in jurisdictions where such products are legal and that we currently operate in;
•
the benefits, viability, safety, efficacy, dosing and social acceptance of cannabis, including CBD and other cannabinoids;
•
our remediation plan and our ability to remediate the material weakness in our internal control over financial reporting;
•
expectations regarding the use of proceeds of equity financings;
•
the legalization of the use of cannabis for medical or adult-use in jurisdictions outside of Canada, the related timing and impact thereof and our intentions to participate in such markets, if and when such use is legalized;
•
the impact of the implementation of the rescheduling of medical cannabis from a Schedule I controlled substance under the United States Controlled Substances Act (21 U.S.C. § 811) to a Schedule III controlled substance;
•
our ability to execute on our strategy and the anticipated benefits of such strategy;
•
the ongoing impact of the legalization of additional cannabis product types and forms for adult-use in Canada, including federal, provincial, territorial and municipal regulations pertaining thereto, the related timing and impact thereof and our intentions to participate in such markets;
•
the ongoing impact of developing provincial, state, territorial and municipal regulations pertaining to the sale and distribution of cannabis, the related timing and impact thereof, as well as the restrictions on federally regulated cannabis producers participating in certain retail markets and our intentions to participate in such markets to the extent permissible;
•
the timing and nature of legislative changes in the U.S. regarding the regulation of cannabis including tetrahydrocannabinol;
•
the future performance of our business and operations;
•
our competitive advantages and business strategies;
•
the competitive conditions of the industry;
•
the expected growth in the number of customers using our products;
•
expectations regarding revenues, expenses and anticipated cash needs;
•
expectations regarding cash flow, liquidity and sources of funding;
•
expectations regarding capital expenditures;
•
the expansion of our production and manufacturing, the costs and timing associated therewith and the receipt of applicable production and sale licenses;
•
expectations with respect to our growing, production and supply chain capacities;
•
expectations regarding the resolution of litigation and other legal and regulatory proceedings, reviews and investigations;
•
expectations with respect to future production costs;
•
the effects of tariffs and related retaliatory measures, the levels of inflation, interest rates and trade policy and risks relating to the evolving regulatory landscape in the United States, on our costs and our margins;
•
the effects of the conflict in the Middle East and its impact on global commerce and shipping supply chains and potential shipping delays;
•
expectations with respect to future sales and distribution channels and networks;

 

 

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•
the expected methods to be used to distribute and sell our products;
•
our future product offerings;
•
the anticipated future gross margins of our operations;
•
accounting standards and estimates;
•
expectations regarding our distribution network;
•
expectations regarding the costs and benefits associated with our contracts and agreements with third parties, including under our third-party supply and manufacturing agreements;
•
our ability to comply with the listing requirements of the Nasdaq Stock Market LLC and the Toronto Stock Exchange; and
•
expectations on price changes for products in cannabis markets.

 

Certain of the forward-looking statements contained herein concerning the industries in which we conduct our business are based on estimates prepared by us using data from publicly available governmental sources, market research, industry analysis and on assumptions based on data and knowledge of these industries, which we believe to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. The industries in which we conduct our business involve risks and uncertainties that are subject to change based on various factors, which are described further below.

 

The forward-looking statements contained herein are based upon certain material assumptions, including: (i) management’s perceptions of historical trends, current conditions and expected future developments; (ii) our ability to generate cash flow from operations; (iii) general economic, financial market, regulatory and political conditions in which we operate; (iv) the production and manufacturing capabilities and output from our facilities, strategic alliances and equity investments; (v) consumer interest in our products; (vi) competition; (vii) anticipated and unanticipated costs; (viii) government regulation of our activities and products including but not limited to the areas of taxation and environmental protection; (ix) the timely receipt of any required regulatory authorizations, approvals, consents, permits and/or licenses; (x) our ability to obtain qualified staff, equipment and services in a timely and cost-efficient manner; (xi) our ability to conduct operations in a safe, efficient and effective manner; (xii) our ability to realize anticipated benefits, synergies or generate revenue, profits or value from our recent acquisitions into our existing operations; and (xiii) other considerations that management believes to be appropriate in the circumstances. While our management considers these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct. Financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to various risks as set out herein. Our actual financial position and results of operations may differ materially from management’s current expectations.

By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking statements in this press release and other reports we file with, or furnish to, the SEC and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf. Such factors include, without limitation, risks related to our ability to remediate the material weakness identified in our internal control over financial reporting, or inability to otherwise maintain an effective system of internal control; the risk that our March 31, 2026 restatement of our consolidated financial statements could negatively affect investor confidence and raise reputation risks; our limited operating history; risks that we may be required to write down intangible assets, including goodwill, due to impairment; the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan (either within the expected timeframe or at all); the diversion of management's time on matters related to Canopy USA; the risks that the Trust’s future ownership interest in Canopy USA is not quantifiable, and the Trust may have significant ownership and influence over Canopy USA; the risks in the event that Acreage Holdings, Inc. and Wana cannot satisfy their debt obligations as they become due; volatility in and/or degradation of general economic, market, industry or business conditions; risks relating to the overall macroeconomic environment, which may impact customer spending, our costs and our margins, including tariffs (and related retaliatory measures), the levels of inflation, interest rates and trade policy; risks relating to the evolving regulatory landscape in the United States; risks relating to our current and future operations in emerging markets; compliance with applicable environmental, economic, health and safety, energy and other policies and regulations and in particular health concerns with respect to vaping and the use of cannabis products in vaping devices; risks and uncertainty regarding future product development; changes in regulatory requirements in relation to our business and products; our reliance on licenses issued by and contractual arrangements with various federal, state and provincial governmental authorities; inherent uncertainty associated with projections; future levels of revenues and the impact of increasing levels of competition; third-party manufacturing risks; third-party transportation risks; our exposure to risks related to an agricultural business, including wholesale price volatility and variable product quality; changes in laws, regulations and guidelines and our compliance with such laws, regulations and guidelines; risks relating to inventory write downs; risks relating to our ability to refinance debt as and when required on terms favorable to us and to comply with covenants contained in our debt facilities and debt instruments; risks associated with jointly owned investments; our ability to manage disruptions in credit markets or changes to our credit ratings; the success or timing of completion of ongoing or anticipated capital or maintenance projects; risks related to the integration of acquired businesses; the timing and manner of the legalization of cannabis in the United States; business strategies, growth opportunities and expected investment; counterparty risks and liquidity risks that may impact our ability to obtain loans and other credit facilities on favorable terms; the potential effects of judicial, regulatory or other proceedings, litigation or threatened litigation or proceedings, or reviews or investigations, on our business, financial condition, results of operations and cash flows; risks associated with divestment and restructuring; the anticipated effects of actions of third parties such as competitors, activist investors or federal, state, provincial, territorial or local regulatory authorities, self-regulatory organizations, plaintiffs in litigation or persons threatening litigation; consumer demand for cannabis products; the implementation and effectiveness of key personnel changes; risks related to stock exchange restrictions; risks related to the protection and enforcement of our intellectual property rights; the risks related to our exchangeable shares (the “Exchangeable Shares”) having different rights from Canopy Shares and there may never be a trading market for the Exchangeable Shares; future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses; risks related to finalization of the consideration payable by us for the acquisition by Canopy USA of the remaining interests in Jetty; and the factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.

 

 

 

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Forward-looking statements are provided for the purposes of assisting the reader in understanding our financial performance, financial position and cash flows as of and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned that the forward-looking statements may not be appropriate for any other purpose. While we believe that the assumptions and expectations reflected in the forward-looking statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectations will prove to have been correct. Forward-looking statements are made as of the date they are made and are based on the beliefs, estimates, expectations and opinions of management on that date. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking statements, except as required by law. The forward-looking statements contained in this press release and other reports we file with, or furnish to, the SEC and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf are expressly qualified in their entirety by these cautionary statements.

 

 

 

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Schedule 1

CANOPY GROWTH CORPORATION
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(in thousands of Canadian dollars, except number of shares and per share data, unaudited)

 

 

 

September 30,
2026

 

 

March 31,
2026

 

ASSETS

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

247,340

 

 

$

364,683

 

Short-term investments

 

 

72,451

 

 

 

-

 

Restricted short-term investments

 

 

4,741

 

 

 

5,046

 

Amounts receivable, net

 

 

37,190

 

 

 

36,289

 

Inventory

 

 

105,087

 

 

 

110,513

 

Prepaid expenses and other assets

 

 

13,974

 

 

 

12,935

 

Total current assets

 

 

480,783

 

 

 

529,466

 

Other investments

 

 

113,401

 

 

 

108,010

 

Property, plant and equipment

 

 

304,304

 

 

 

316,494

 

Intangible assets

 

 

85,481

 

 

 

92,411

 

Goodwill

 

 

55,685

 

 

 

55,685

 

Other assets

 

 

18,147

 

 

 

16,666

 

Total assets

 

$

1,057,801

 

 

$

1,118,732

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

29,564

 

 

$

34,817

 

Accrued expenses and liabilities

 

 

40,973

 

 

 

42,999

 

Current portion of long-term debt

 

 

43,130

 

 

 

16,237

 

Warrant derivative liability

 

 

22,755

 

 

 

27,522

 

Other liabilities

 

 

34,187

 

 

 

36,868

 

Total current liabilities

 

 

170,609

 

 

 

158,443

 

Long-term debt

 

 

202,734

 

 

 

217,123

 

Deferred income tax liabilities

 

 

6,546

 

 

 

8,199

 

Other liabilities

 

 

27,589

 

 

 

37,373

 

Total liabilities

 

 

407,478

 

 

 

421,138

 

Commitments and contingencies

 

 

 

 

 

 

Canopy Growth Corporation shareholders' equity:

 

 

 

 

 

 

Share capital
   Common shares - $nil par value; Authorized - unlimited; Issued and
   outstanding - 423,352,668 shares and 422,068,225 shares, respectively.
   Exchangeable shares - $nil par value; Authorized - unlimited; Issued
   and outstanding - 26,261,474 shares and 26,261,474 shares, respectively.

 

 

9,236,201

 

 

 

9,233,577

 

Additional paid-in capital

 

 

2,593,697

 

 

 

2,591,714

 

Accumulated other comprehensive income

 

 

13,925

 

 

 

10,530

 

Deficit

 

 

(11,193,500

)

 

 

(11,138,227

)

Total shareholders' equity

 

 

650,323

 

 

 

697,594

 

Total liabilities and shareholders' equity

 

$

1,057,801

 

 

$

1,118,732

 

 

 

 

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Schedule 2

CANOPY GROWTH CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of Canadian dollars, except number of shares and per share data, unaudited)

 

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

 

 

2026

 

 

2025

 

Revenue

 

$

99,507

 

 

$

82,998

 

Excise taxes

 

 

18,134

 

 

 

16,315

 

Net revenue

 

 

81,373

 

 

 

66,683

 

Cost of goods sold

 

 

58,018

 

 

 

44,778

 

Gross margin

 

 

23,355

 

 

 

21,905

 

Operating expenses

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

39,693

 

 

 

36,296

 

Share-based compensation

 

 

4,032

 

 

 

2,009

 

Loss on asset impairment and restructuring

 

 

2,593

 

 

 

494

 

Total operating expenses

 

 

46,318

 

 

 

38,799

 

Operating loss

 

 

(22,963

)

 

 

(16,894

)

Other income (expense), net

 

 

(18,531

)

 

 

12,130

 

Loss before income taxes

 

 

(41,494

)

 

 

(4,764

)

Income tax recovery (expense)

 

 

800

 

 

 

(214

)

Net loss

 

$

(40,694

)

 

$

(4,978

)

 

 

 

 

 

 

 

Basic and diluted loss per share

 

 

 

 

 

 

Basic and diluted loss per share

 

$

(0.10

)

 

$

(0.02

)

Basic and diluted weighted average common shares outstanding

 

 

423,109,807

 

 

 

274,025,102

 

 

 

 

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Schedule 3

CANOPY GROWTH CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of Canadian dollars, unaudited)

 

 

 

Six months ended September 30,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(55,273

)

 

$

(49,839

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

 

11,116

 

 

 

9,531

 

Amortization of intangible assets

 

 

9,274

 

 

 

9,384

 

Share-based compensation

 

 

5,391

 

 

 

1,910

 

Loss on asset impairment and restructuring

 

 

628

 

 

 

412

 

Income tax (recovery) expense

 

 

(929

)

 

 

505

 

Non-cash fair value adjustments and charges related to
   settlement of long-term debt

 

 

(9,041

)

 

 

(5,898

)

Change in operating assets and liabilities, net of effects from
   purchases of businesses:

 

 

 

 

 

 

Amounts receivable

 

 

(854

)

 

 

25,381

 

Inventory

 

 

5,665

 

 

 

(5,154

)

Prepaid expenses and other assets

 

 

(1,039

)

 

 

(5,538

)

Accounts payable and accrued liabilities

 

 

(8,097

)

 

 

(8,002

)

Other, including non-cash foreign currency

 

 

5,578

 

 

 

(1,008

)

Net cash used in operating activities

 

 

(37,581

)

 

 

(28,316

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of and deposits on property, plant and equipment

 

 

(3,714

)

 

 

(2,532

)

Purchases of intangible assets

 

 

(1,992

)

 

 

(420

)

Proceeds on sale of property, plant and equipment

 

 

1,505

 

 

 

4

 

(Purchases) redemption of short-term investments

 

 

(71,708

)

 

 

18,391

 

Other investing activities

 

 

-

 

 

 

581

 

Net cash (used) provided in investing activities

 

 

(75,909

)

 

 

16,024

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from issuance of common shares and warrants

 

 

-

 

 

 

281,516

 

Payment of debt issue costs

 

 

(932

)

 

 

-

 

Repayment of long-term debt

 

 

-

 

 

 

(71,660

)

Finance lease payments

 

 

(6,250

)

 

 

(10,328

)

Other financing activities

 

 

(784

)

 

 

(5,071

)

Net cash (used) provided by financing activities

 

 

(7,966

)

 

 

194,457

 

Effect of exchange rate changes on cash and cash equivalents

 

 

4,113

 

 

 

2,082

 

Net (decrease) increase in cash and cash equivalents

 

 

(117,343

)

 

 

184,247

 

Cash and cash equivalents, beginning of period

 

 

364,683

 

 

 

113,811

 

Cash and cash equivalents, end of period

 

$

247,340

 

 

$

298,058

 

 

 

 

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Schedule 4 - Segment Net Revenue

Net Revenue

 

Three months ended September 30,

 

 

 

 

 

 

 

(in thousands of Canadian dollars)

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Cannabis

 

 

 

 

 

 

 

 

 

 

 

 

Canadian adult-use cannabis1

 

$

28,127

 

 

$

23,940

 

 

$

4,187

 

 

 

17

%

Canadian medical cannabis2

 

 

25,840

 

 

 

21,821

 

 

 

4,019

 

 

 

18

%

International markets cannabis3

 

 

12,268

 

 

 

5,091

 

 

 

7,177

 

 

 

141

%

 

 

$

66,235

 

 

$

50,852

 

 

$

15,383

 

 

 

30

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Storz & Bickel

 

$

15,138

 

 

$

15,831

 

 

$

(693

)

 

 

(4

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

81,373

 

 

$

66,683

 

 

$

14,690

 

 

 

22

%

1 Includes excise taxes of $14,885 and other revenue adjustments, representing our determination of returns and pricing adjustments, of -$189 for the three months ended September 30, 2026 (three months ended September 30, 2025 - excise taxes of $13,802 and other revenue adjustments of -$37).

 

2 Includes excise taxes of $3,249 for the three months ended September 30, 2026 (three months ended September 30, 2025 - excise taxes of $2,513).

 

3 Reflects other revenue adjustments of $135 for the three months ended September 30, 2026 (three months ended September 30, 2025 - $359).

 

 

 

 

 

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Schedule 5 - Consolidated Gross Margin and Adjusted Gross Margin

 

 

Three months ended September 30,

 

(in thousands of Canadian dollars except where indicated; unaudited)

 

2026

 

 

2025

 

Net revenue

 

$

81,373

 

 

$

66,683

 

Gross margin, as reported

 

 

23,355

 

 

 

21,905

 

Gross margin percentage, as reported

 

 

29

%

 

 

33

%

Adjustments to gross margin:

 

 

 

 

 

 

Acquisition and divestiture related inventory write-downs

 

 

(39

)

 

 

-

 

Charges related to the flow-through of inventory step-up on
   business combinations

 

 

2,083

 

 

 

-

 

Adjusted gross margin1

 

$

25,399

 

 

$

21,905

 

Adjusted gross margin percentage1

 

 

31

%

 

 

33

%

1 Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures. See "Non-GAAP Measures".

 

 

 

 

 

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Schedule 6 - Gross Margin and Adjusted Gross Margin by Segment

 

 

 

Three months ended September 30,

 

(in thousands of Canadian dollars except where indicated; unaudited)

2026

 

 

2025

 

Cannabis segment

 

 

 

 

 

 

Net revenue

 

$

66,235

 

 

$

50,852

 

Gross margin, as reported

 

 

17,388

 

 

 

15,873

 

Gross margin percentage, as reported

 

 

26

%

 

 

31

%

Adjustments to gross margin:

 

 

 

 

 

 

Acquisition and divestiture related inventory write-downs

 

 

(39

)

 

 

-

 

Charges related to the flow-through of inventory step-up on
   business combinations

 

 

2,083

 

 

 

-

 

Adjusted gross margin1

 

$

19,432

 

 

$

15,873

 

Adjusted gross margin percentage1

 

 

29

%

 

 

31

%

 

 

 

 

 

 

 

Storz & Bickel segment

 

 

 

 

 

 

Revenue

 

$

15,138

 

 

$

15,831

 

Gross margin, as reported

 

 

5,967

 

 

 

6,032

 

Gross margin percentage, as reported

 

 

39

%

 

 

38

%

1 Adjusted gross margin and adjusted gross margin percentage are non-GAAP measures. See "Non-GAAP Measures".

 

 

 

 

 

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Schedule 7 - Adjusted EBITDA

 

 

Three months ended September 30,

 

(in thousands of Canadian dollars, unaudited)

 

2026

 

 

2025

 

Net loss

 

$

(40,694

)

 

$

(4,978

)

Income tax (recovery) expense

 

 

(800

)

 

 

214

 

Other (income) expense, net1

 

 

18,531

 

 

 

(12,130

)

Share-based compensation

 

 

4,032

 

 

 

2,009

 

Acquisition, divestiture, and other costs2

 

 

1,060

 

 

 

2,097

 

Depreciation and amortization

 

 

10,356

 

 

 

9,245

 

Loss on asset impairment and restructuring

 

 

2,593

 

 

 

494

 

Acquisition and divestiture related inventory
   write-downs

 

 

(39

)

 

 

-

 

Charges related to the flow-through of inventory
   step-up on business combinations

 

 

2,083

 

 

 

-

 

Adjusted EBITDA3

 

$

(2,878

)

 

$

(3,049

)

1 For a breakdown of “other (income) expense, net,” please refer to the information under the heading “Discussion of Results of Operations for the Three Months Ended September 30, 2026 – Other” in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of our quarterly report on Form 10-Q filed with the SEC on November 6, 2026.

 

2 Acquisition, divestiture, and other costs for the three months ended September 30, 2026 include costs relating to the MTL acquisition and the integration of MTL’s business of $0.5 million, continued costs arising from the restatement of our consolidated financial statements in connection with the review of the financial reporting matters related to the BioSteel business unit for the Prior Periods of $0.2 million, litigation costs of $0.1 million, and other acquisition and divestiture costs of $0.3 million. Acquisition, divestiture, and other costs for the three months ended September 30, 2025 include litigation costs of $0.8 million, continued costs arising from the restatement of our consolidated financial statements in connection with the review of the financial reporting matters related to the BioSteel business unit for the Prior Periods of $0.3 million, and other acquisition and divestiture costs of $1.0 million.

 

3 Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP Measures".

 

 

 

 

 

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Schedule 8 - Free Cash Flow

 

Free Cash Flow1 Reconciliation (Non-GAAP Measure)

 

 

 

 

 

 

 

 

Three months ended September 30,

 

(in thousands of Canadian dollars, unaudited)

 

2026

 

 

2025

 

 Net cash used in operating activities

 

$

(12,570

)

 

$

(17,979

)

 Purchases of and deposits on property, plant and equipment

 

 

(2,977

)

 

 

(1,226

)

 Free cash flow1

 

$

(15,547

)

 

$

(19,205

)

1 Free cash flow is a non-GAAP measure. See "Non-GAAP Measures".

 

 

 

 

 

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