false
0001737927
Canopy Growth Corp
00-0000000
0001737927
2025-08-29
2025-08-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 29, 2025
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 7.01. | Regulation FD Disclosure. |
On August 29, 2025, Canopy
Growth Corporation (the “Company”) issued a press release announcing its new at-the-market equity program, which is attached
as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
The information in
Item 7.01 of this 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 in Item 7.01 of this Current Report, including Exhibit 99.1, shall not
be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange
Act, regardless of any incorporation by reference language in any such filing.
On August 29, 2025, the Company entered into
an equity distribution agreement (the “Equity Distribution Agreement”) with BMO Capital Markets Corp. (the “U.S. Agent”)
and BMO Nesbitt Burns Inc. (the “Canadian Agent”, and together with the U.S. Agent, the “Agents” and each an “Agent”),
pursuant to which the Company may offer and sell, from time to time, up to an aggregate offering price of up to $200,000,000 of the Company’s
common shares (the “Common Shares”) through the U.S. Agent, less any amounts sold in Canada through the Canadian Agent pursuant
to the Concurrent Canadian Offering (as defined below); provided, however, that (i) in no event will the Company sell Common
Shares in the Concurrent Canadian Offering for aggregate gross sales proceeds exceeding $50,000,000 (the “Canadian Cap”) and
(ii) in no event will the combined gross sales proceeds of the U.S. Offering (as defined below) and the Concurrent Canadian Offering
exceed $200,000,000. The U.S. Agent may sell Common Shares only in the United States (the “U.S. Offering”), and the Canadian
Agent may sell Common Shares only on marketplaces in Canada (the “Concurrent Canadian Offering”), subject to the Canadian
Cap. The Equity Distribution Agreement replaces the equity distribution agreement, dated February 28, 2025, as amended, among the
Company and the Agents, which terminated upon the Company’s entry into the Equity Distribution Agreement.
In the U.S. Offering,
sales of Common Shares, if any, will be made by any method that is deemed to be an “at the market offering” as defined in
Rule 415(a)(4) under the Securities Act, including, but not limited to, sales made directly on The Nasdaq Global Select Market
or any other trading market for the Common Shares in the United States or pursuant to any other sales method used by the U.S. Agent. In
the Concurrent Canadian Offering, sales of Common Shares, if any, will be made in transactions that are deemed to be “at-the-market
distributions” as defined in National Instrument 44-102 — Shelf Distributions, including sales made by the Canadian
Agent directly on the Toronto Stock Exchange or any other marketplace for the Common Shares in Canada or pursuant to any other sales method
used by the Canadian Agent. The Agents may also sell the Common Shares by any other method agreed by the Company and the applicable Agent
and permitted by applicable law, including, without limitation, as block transactions. Actual sales of Common Shares pursuant to the Equity
Distribution Agreement will depend on a variety of factors to be determined by the Company from time to time, including (among others)
market conditions, the trading price of the Common Shares, capital needs and determinations by the Company of the appropriate sources
of funding for the Company.
Subject to the terms and conditions of the Equity
Distribution Agreement, the Agents will use their commercially reasonable efforts to sell the Common Shares from time to time, as sales
agents, based upon the Company’s instructions.
The Company has no obligation to sell any of the
Common Shares and may at any time suspend offers under the Equity Distribution Agreement, and either the Company or the Agents may terminate
the Equity Distribution Agreement at any time. The Equity Distribution Agreement contains customary representations, warranties and covenants
of the Company, indemnification rights and obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Equity Distribution Agreement were made only for purposes of the Equity Distribution
Agreement and as of specific dates, were solely for the benefit of the parties to the Equity Distribution Agreement and are subject to
certain limitations contained in the Equity Distribution Agreement. Accordingly, investors and security holders should not rely
on the representations and warranties in the Equity Distribution Agreement as characterizations of the actual state of facts.
The U.S. Offering
is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-279949), filed with the
Securities and Exchange Commission (the “SEC”) on June 5, 2024, and amended on May 29, 2025 and May 30, 2025
(as amended, the “Registration Statement”), a base prospectus, dated June 4, 2025, included as part of the Registration
Statement, and a prospectus supplement, dated August 29, 2025 filed with the SEC pursuant to Rule 424(b)(5) on August 29,
2025. The Concurrent Canadian Offering is being made pursuant to a preliminary short form base shelf prospectus dated May 14,
2024, a (final) short form base shelf prospectus dated June 5, 2024 and a prospectus supplement dated August 29, 2025, filed
with the securities commissions or similar authorities in each of the provinces and territories of Canada.
This Current Report shall not constitute an offer
to sell or the solicitation of an offer to buy the Common Shares nor shall there be any sale of the Common Shares in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or other jurisdiction.
The foregoing description of the Equity Distribution
Agreement is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy
of which is attached as Exhibit 1.1 to this Current Report and is incorporated by reference herein.
The legal opinion of Cassels Brock & Blackwell
LLP relating to the Common Shares being offered pursuant to the Equity Distribution Agreement is filed as Exhibit 5.1 to this Current
Report.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
|
Exhibit Description |
| 1.1*+ |
|
Equity Distribution Agreement, dated as of August 29, 2025, by and among Canopy Growth Corporation and BMO Capital Markets Corp. and BMO Nesbitt Burns Inc. |
| 5.1 |
|
Opinion of Cassels Brock & Blackwell LLP |
| 23.1 |
|
Consent of Cassels Brock & Blackwell LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated August 29, 2025 |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL document) |
| * | A non-material exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish
supplemental copies of the omitted exhibit upon request by the SEC. |
| + | Portions of this exhibit have been omitted pursuant to Item
601(a)(6) of Regulation S-K. |
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: August 29, 2025 |
By: |
/s/ Thomas Stewart |
| |
|
Thomas Stewart |
| |
|
Interim Chief Financial Officer |
