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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):
October 14, 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 officers) |
(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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 14, 2026,
Canopy Growth Corporation (the “Company”) received written notice (the “Letter”) from the Listing Qualifications
Department of the Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it is not in compliance with Nasdaq Listing
Rule 5450(a)(1), as the closing bid price of the Company’s common shares (the “Common Shares”) listed on The Nasdaq
Global Select Market has been below $1.00 per share for the 30 consecutive business days prior to the date of the Letter (the “Minimum
Bid Price Requirement”). The Letter has no immediate effect on the listing or trading of the Common Shares on The Nasdaq Global
Select Market. The Common Shares are also listed on the Toronto Stock Exchange. The Letter does not affect the Company’s compliance
status on the Toronto Stock Exchange.
In accordance with Nasdaq
Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the Letter, or until April 12, 2027 (the “Compliance
Period”), to regain compliance with respect to the Minimum Bid Price Requirement. The Letter states that in order to regain compliance
with the Minimum Bid Price Requirement, the closing bid price of the Common Shares listed on The Nasdaq Global Select Market must meet
or exceed $1.00 per share for a minimum of ten consecutive business days during the Compliance Period. In addition, if the Company chooses
to implement a reverse stock split, it must complete the reverse stock split by no later than ten business days prior to the expiration
of the Compliance Period in order to regain compliance.
If the Company fails
to regain compliance with the Minimum Bid Price Requirement during the Compliance Period, the Company may be eligible for an additional
180-day compliance period to demonstrate compliance with the Minimum Bid Price Requirement if it elects to transfer to The Nasdaq Capital
Market. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and
all other initial listing standards of The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and will need
to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse
stock split, if necessary. However, if the Company does not qualify for the second 180-day compliance period or fails to regain compliance
with the Minimum Bid Price Requirement during the second 180-day compliance period, Nasdaq will notify the Company of its determination
to delist the Common Shares from such exchange, at which point the Company will have an opportunity to appeal the delisting determination
to a hearings panel.
The Company intends to
actively monitor the closing bid price of the Common Shares listed on The Nasdaq Global Select Market during the Compliance Period and
may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement.
On August 7, 2026, the Company filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange
Commission for the Company’s 2026 annual general and special meeting of shareholders, which was convened and adjourned on September
25, 2026 due to a lack of quorum and is now scheduled to be reconvened on Friday, October 23, 2026 (the “Annual Meeting”).
The Proxy Statement, among other things, includes a proposal to amend the articles of incorporation, as amended, of the Company to effect
a share consolidation (commonly known as a reverse stock split) (the “Share Consolidation”) on the basis of a ratio to be
determined by the Company’s board of directors, in its sole discretion, within a range of one post-consolidation Common Share for
every five to 15 outstanding pre-consolidation Common Shares at any time prior to October 23, 2027 (the “Share Consolidation Proposal”).
There can be no assurance
that the Company’s shareholders will approve the Share Consolidation Proposal at the Annual Meeting, or that the Share Consolidation,
if implemented, will increase the market price of the Common Shares at all or in proportion to the reduction in the number of Common Shares
outstanding before the Share Consolidation. Even if the Share Consolidation causes an increase in the price of the Common Shares, there
can be no assurance that any such increase will be maintained for any period of time. Additional information, including certain risks
associated with the Share Consolidation, can be found in the Proxy Statement.
While the Company is
exercising diligent efforts to maintain the listing of its Common Shares on The Nasdaq Global Select Market, there can be no assurance
that the Company will be able to regain or maintain compliance with Nasdaq listing standards.
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.
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CANOPY GROWTH CORPORATION |
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By: |
|
/s/ Thomas Stewart |
|
| |
|
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Thomas Stewart
Chief Financial Officer |
|
Date: October 16, 2026
