Curaleaf keeps offer for all Aurora shares outstanding
The offer's governing materials are dated August 18, 2026, and were amended on October 6, 2026.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Curaleaf Holdings, Inc. (CURLF) says its October 6, 2026 offer to purchase all outstanding common shares of Aurora Cannabis Inc. remains outstanding. Aurora announced an alternative transaction from Organigram Global Inc., which Curaleaf says it will review.
Curaleaf says it is awaiting material details of the alternative, including any break fee, future management and board composition, and investor rights for BAT. Curaleaf also states that it has filed a Form F-80 registration statement and a Schedule 14D-1F tender offer statement in connection with its offer.
Filing Explained
Curaleaf’s outstanding Aurora offer can dilute existing holders if shares are issued; in certain U.S. states, only qualifying institutional investors may receive it.
Curaleaf says its offer for Aurora remains outstanding and provides for Curaleaf subordinate voting shares to be issuable; if issued, those shares would increase the share count and reduce existing holders’ percentage ownership.
The release says those Curaleaf shares are not registered or qualified for offer and sale in certain U.S. states; there, the offer is limited to qualifying Exempt Institutional Investors.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Terms
break fee, Offer to Purchase and Circular, Exempt Institutional Investors
3 terms
break fee financial
"including any break fee, management and board composition going forward"
A break fee is a pre-agreed payment one party must make if it backs out of a merger, acquisition, or other major deal, acting like a penalty for walking away. It matters to investors because it can shift the financial outcome of a deal — protecting the party left behind, discouraging frivolous bids, and altering expected cash flows or takeover premiums that affect shareholder value.
Offer to Purchase and Circular regulatory
"The Offer is made solely by the Offer to Purchase and Circular"
Exempt Institutional Investors regulatory
"No offer is made in those states except to qualifying Exempt Institutional Investors"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the status of Curaleaf's offer for Aurora?
Curaleaf says its offer to purchase all outstanding common shares of Aurora remains outstanding.
Which documents govern Curaleaf's offer for Aurora?
The offer is made solely through the Offer to Purchase and Circular dated August 18, 2026, as amended on October 6, 2026, and as may be further amended or supplemented.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 3, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code) | ||||||||
( 917 ) 717 - 5875 | ||||||||
(Registrant's telephone number, including area code) | ||||||||
(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: None.
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 8.01. Other Events.
On November 3, 2026, Curaleaf Holdings, Inc. ("Curaleaf") issued a statement regarding the alternative proposal for Aurora Cannabis. A copy of the press release is attached as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
99.1 | Press release dated November 3, 2026 | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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.
CURALEAF HOLDINGS, INC. | |||||||||||
(Registrant) | |||||||||||
Date: | November 3, 2026 | By: | /s/ Peter Clateman | ||||||||
Name: | Peter Clateman | ||||||||||
Title: | Chief Legal Officer | ||||||||||
Curaleaf Holdings, Inc. Investor Relations Curaleaf Issues Statement Regarding Alternative Proposal for Aurora Cannabis STAMFORD, Conn., Nov. 3, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today acknowledges the announcement by Aurora Cannabis Inc. (TSX: ACB) (NASDAQ: ACB) ("Aurora") of an alternative transaction from Organigram Global Inc. ("Organigram"). Curaleaf's enhanced premium bid of October 6, 2026 to purchase all of the outstanding common shares of Aurora (the "Offer" or the "Curaleaf Offer") remains outstanding. Curaleaf believes its Offer represents better value, offering a superior combined business with a stronger capital markets profile, greater certainty and speed to close, and greater anticipated synergies. Curaleaf will study Organigram's alternative transaction and awaits disclosure of material details which have not been provided, including any break fee, management and board composition going forward, and any investor rights being granted to BAT. It is also revealing that neither Aurora nor Organigram made any reference to whether the transaction is dilutive or accretive to shareholders. Aurora's board granted due diligence access to, in Curaleaf's view, a significantly smaller, underperforming and less liquid company, burdened with a looming share overhang, a history of, and forthcoming, shareholder dilution and weak cash generation, backed by an investor with its own disappointing cannabis investment track record. In Curaleaf's view, the refusal by Aurora's board to grant Curaleaf access and engage directly blocks any chance of an enhanced Curaleaf bid and constitutes gross dereliction of their fiduciary duties. IMPORTANT INFORMATION This document does not constitute an offer to buy or the solicitation of an offer to sell any securities. The Offer is made solely by the Offer to Purchase and Circular dated August 18, 2026, as amended on October 6, 2026 and as may be further amended or supplemented (the "Offer to Purchase and Circular"). SECURITY HOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND CIRCULAR, THE REGISTRATION STATEMENT ON FORM F-80, THE TENDER OFFER STATEMENT ON SCHEDULE 14D-1F, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Free copies are available at www.sec.gov or by contacting the Information Agent, Carson Proxy Advisors, at 1-800-530-5189 (toll-free), 416-751-2066 (local/text), or info@carsonproxy.com. NOTICE TO U.S. SHAREHOLDERS The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country. Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer or of the issuer's related securities, or of the bidder's securities to be distributed or of the bidder's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations. Curaleaf has filed with the SEC a Registration Statement on Form F-80 under the U.S. Securities Act of 1933, as amended, and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E. THE OFFER AND THE CURALEAF SUBORDINATE VOTING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY U.S. STATE SECURITIES COMMISSION, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Curaleaf subordinate voting shares issuable under the Offer have not been registered or otherwise qualified for offer and sale in certain U.S. states where shareholders may reside. No offer is made in those states except to qualifying Exempt Institutional Investors as described in the Offer to Purchase and Circular. FORWARD-LOOKING STATEMENTS This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws (together, "forward-looking statements"), including statements regarding the Offer, Curaleaf's review of the alternative transaction and Curaleaf's intentions with respect to the Offer and Aurora. Forward-looking statements can generally be identified by words such as "will," "intend," "expect," "believe," "may," "could" or similar expressions. Forward- looking statements are based on Curaleaf's current expectations and assumptions and are subject to known and unknown risks,
uncertainties and other factors, many of which are beyond Curaleaf's control, that could cause actual results to differ materially, including the response of Aurora and its board of directors to the Offer, the terms and outcome of the competing proposal, the satisfaction or waiver of the conditions of the Offer, the receipt of regulatory approvals, and the other risks described in the Offer to Purchase and Circular and in Curaleaf's filings available at www.sedarplus.ca and www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Curaleaf undertakes no obligation to update any forward-looking statements, except as required by applicable law. AURORA AND ORGANIGRAM INFORMATION Information concerning Aurora and Organigram herein is based solely on Aurora's and Organigram's publicly available filings and other public sources. Neither Aurora nor Organigram has not reviewed this document. Neither Curaleaf nor its officers or directors assume responsibility for the accuracy or completeness of such information. About Curaleaf Curaleaf is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, Curaleaf and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf's subordinate voting shares are listed on the Toronto Stock Exchange under the symbol CURA and trade on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com. Contacts Media Contact Kekst CNC Kekst-Curaleaf@kekstcnc.com Investor Contact Curaleaf Holdings, Inc. IR@curaleaf.com Shareholder Contact Carson Proxy Advisors North American Toll Free Phone: 1-800-530-5189 Local (Collect outside North America): 416-751-2066 Email: info@carsonproxy.com SOURCE Curaleaf Holdings, Inc. https://ir.curaleaf.com/2026-11-03-Curaleaf-Issues-Statement-Regarding-Alternative-Proposal-for-Aurora-Cannabis