iAnthus shareholders approve board and auditor

iAnthus Capital Holdings, Inc. reported the results of its 2026 annual general meeting of shareholders.

Rhea-AI Filing Summary

iAnthus Capital Holdings, Inc. reported the results of its 2026 annual general meeting of shareholders. As of the May 6, 2026 record date, there were 6,972,551,786 common shares outstanding, and 3,812,342,744 shares were represented in person or by proxy, constituting a quorum.

Shareholders elected five directors — Scott Cohen, Kenneth W. Gilbert, Michelle Mathews-Spradlin, Richard Proud and Alexander Shoghi — with approximately 3.75 billion votes cast in favor for each nominee and no votes against, plus broker non-votes.

Shareholders also approved the re-appointment of PKF O’Connor Davies, LLP as auditor for the fiscal year ending December 31, 2026, with 3,810,688,656 votes for and 1,654,088 abstentions. A press release announcing these results was issued and attached as an exhibit.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Common shares outstanding: 6,972,551,786 shares Shares represented at meeting: 3,812,342,744 shares Votes for Scott Cohen: 3,752,278,915 votes +4 more

7 metrics

Common shares outstanding 6,972,551,786 shares As of record date May 6, 2026

Shares represented at meeting 3,812,342,744 shares Shares present or by proxy at 2026 annual meeting

Votes for Scott Cohen 3,752,278,915 votes Director election at 2026 annual meeting

Votes for Michelle Mathews-Spradlin 3,752,245,405 votes Director election at 2026 annual meeting

Votes for Kenneth W. Gilbert 3,752,426,737 votes Director election at 2026 annual meeting

Votes for auditor re-appointment 3,810,688,656 votes Re-appointment of PKF O’Connor Davies, LLP for 2026

Auditor abstain votes 1,654,088 votes Abstentions on PKF O’Connor Davies, LLP appointment

Key Terms

annual general meeting of shareholders, Broker Non-Votes, vertically integrated cannabis company, forward-looking statements, +1 more

5 terms

annual general meeting of shareholders financial

"held its 2026 annual general meeting of shareholders (the “Annual Meeting”)"

Broker Non-Votes financial

"Abstentions ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

vertically integrated cannabis company financial

"iAnthus is a vertically integrated cannabis company on a mission"

forward-looking statements regulatory

"Statements in this news release may contain forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

proxy statement regulatory

"as set out in the Proxy Statement dated May 8, 2026"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

FAQ

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

What did iAnthus (ITHUF) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing five directors and re-appointing the external auditor. All director nominees were approved and PKF O’Connor Davies, LLP was re-appointed as auditor for the fiscal year ending December 31, 2026, with strong support and no recorded votes against.

How many iAnthus (ITHUF) shares were eligible and represented at the 2026 meeting?

As of the May 6, 2026 record date, 6,972,551,786 common shares were outstanding and entitled to vote. At the meeting, 3,812,342,744 shares were represented in person or by proxy, which satisfied quorum requirements for conducting shareholder business and approving the proposals.

Which directors were elected to the iAnthus (ITHUF) board in 2026?

Shareholders elected Scott Cohen, Kenneth W. Gilbert, Michelle Mathews-Spradlin, Richard Proud and Alexander Shoghi as directors. Each nominee received approximately 3.75 billion votes in favor, no votes against, a small number of abstentions, and broker non-votes, and will serve until the next annual meeting.

Who is the auditor for iAnthus (ITHUF) after the 2026 shareholder vote?

PKF O’Connor Davies, LLP was re-appointed as the company’s auditor for the fiscal year ending December 31, 2026. Shareholders authorized the directors to fix the auditor’s remuneration, with over 3.81 billion votes cast for the appointment and about 1.65 million shares recorded as abstentions.

What business does iAnthus (ITHUF) operate in according to the meeting release?

iAnthus operates as a vertically integrated cannabis company in the United States. It focuses on cultivation, production, and retail operations and manages a portfolio of brands including MPX, Anthologie, Black Label, Cheetah, Frūtful, Last Resort, Moodz, Sunshine State and The Vault.

Did all proposals at the iAnthus (ITHUF) 2026 annual meeting pass?

Yes. All matters presented to shareholders as outlined in the May 8, 2026 proxy statement were approved. This included the election of the five director nominees and the re-appointment of PKF O’Connor Davies, LLP as auditor, reflecting broad shareholder support for the company’s proposals.

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

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Accepted by SEC EDGAR 07/01/2026 - 02:46 PM Learn about SEC filing dates

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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): June 25, 2026

iAnthus Capital Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

British Columbia			000-56228	98-1360810
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
214 King Street West Suite 400
Toronto, Ontario				M5H 3S6
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 518-9418

(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
N/A		N/A		N/A

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 25, 2026, iAnthus Capital Holdings, Inc. (the “Company”) held its 2026 annual general meeting of shareholders (the “Annual Meeting”). As at May 6, 2026, the record date for the Annual Meeting, there were 6,972,551,786 common shares outstanding and entitled to notice of and to vote at the Annual Meeting. A total of 3,812,342,744 common shares, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on May 19, 2026, are as follows:

Proposal 1. At the Annual Meeting, the Company’s shareholders voted to elect the following individuals as directors of the Company until the next annual meeting of shareholders at which election of directors is considered, or until his or her successor is duly elected or appointed. The results of the vote to elect the five director nominees were as follows:

Directors		For					Against			Abstentions					Broker Non-Votes
Scott Cohen				3,752,278,915				0				1,611,188					58,452,641
Michelle Mathews-Spradlin				3,752,245,405				0				1,644,698					58,452,641
Kenneth W. Gilbert				3,752,426,737				0				1,463,366					58,452,641
Alexander Shoghi				3,752,216,139				0				1,673,964					58,452,641
Richard Proud				3,752,142,785				0				1,747,381					58,452,641

Proposal 2. At the Annual Meeting, the Company’s shareholders approved to re-appoint PKF O’Connor Davies, LLP ("PKF"), Chartered Professional Accountants, as auditor of the Company for the fiscal year ending December 31, 2026 and to authorize the directors to fix their remuneration. The results of the vote to re-appoint PKF were as follows:

For				Against			Abstain					Broker Non-Votes
	3,810,688,656				0				1,654,088				0

Item 8.01 Other Events.

On June 25, 2026, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

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.

			IANTHUS CAPITAL HOLDINGS, INC.
Date:	July 1, 2026	By:	/s/ Richard Proud
			Richard Proud Chief Executive Officer

Exhibit 99.1

iAnthus Announces Results from Annual General Meeting

NEW YORK, NY and TORONTO, ON – June 25, 2026 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCID: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, is pleased to report the results for the Annual General Meeting of Shareholders of iAnthus held on Thursday, June 25, 2026 at 12:00 p.m. (Eastern Time).

All matters put forward before the iAnthus shareholders (the "Shareholders") for consideration and approval as set out in the Proxy Statement dated May 8, 2026, were approved by the Shareholders. Specifically, the Shareholders: (i) approved the election of Scott Cohen, Kenneth W. Gilbert, Michelle Mathews-Spradlin, Richard Proud and Alexander Shoghi as directors of the Company; and (ii) approved the appointment of PKF O'Connor Davies, LLP as auditors of the Company.

About iAnthus

iAnthus is a vertically integrated cannabis company on a mission to build premium brands through a network of cultivation, production, and retail operations across the United States. Backed by a leadership team with deep expertise in cultivation, operations, and capital markets, the company strategically leverages acquisition-driven growth and access to capital to create long-term competitive advantage. iAnthus’ brand portfolio includes: MPX, Anthologie, Black Label, Cheetah, Frūtful, Last Resort, Moodz, Sunshine State, and The Vault. For more information, visit www.iAnthus.com.

Forward Looking Statements

Statements in this news release may contain forward-looking statements. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in the Company's reports that it files from time to time with the Securities and Exchange Commission (“SEC”) and the Canadian securities regulators which you should review including, but not limited to, the Company's Annual Report on Form 10-K filed with the SEC. When used in this news release, words such as “will,” “could,” “plan,” “estimate,” “expect,” “intend,” “may,” “potential,” “believe, “should” and similar expressions, are forward-looking statements. Forward-looking statements may include, without limitation, statements relating to the Company's financial performance, business development and results of operations.

These forward-looking statements should not be relied upon as predictions of future events, and the Company cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by the Company or any other person that it will achieve its objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this news release or to reflect the occurrence of unanticipated events, except as required by law

Neither the Canadian Securities Exchange nor the SEC has reviewed, approved or disapproved the content of this news release.

Contact Information

Corporate/Media/Investors:

-2-

Jason Ware, Chief Financial Officer

iAnthus Capital Holdings, Inc.

1-646-518-9418

investors@ianthuscapital.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 13.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.3 KB