ORGANIGRAM GLOBAL INC. SEC Filings

Organigram Global Inc. is asking shareholders to approve a major cross-border acquisition and related share issuances, including up to 96,287,602 Common Shares tied to its purchase of Germany-based Sanity Group GmbH and a related private placement of Class A Preferred Shares to BAT.

Sanity Group is a leading European cannabis operator whose revenue grew from about €9 million in 2023 to €60 million in 2025, while gross margin improved from roughly 15% to 47%. The deal would make Sanity a wholly owned subsidiary and give Organigram a scalable platform across key European markets anchored in Germany.

The transaction requires approval by disinterested shareholders under TSX rules and MI 61‑101, along with TSX and German foreign investment clearances, and is targeted to close in the second quarter of 2026. At the same meeting, investors will also vote on electing ten directors, appointing PricewaterhouseCoopers LLP as new auditor, and re‑approving unallocated awards under the 2020 Equity Incentive Plan.

Organigram Global Inc. is introducing SHRED Shotz, a compact 65 mL cannabis beverage under its SHRED brand, powered by its FAST™ nanoemulsion technology designed for a roughly 15-minute onset. Each bottle contains 10 mg of THC and will launch in Blue Razzberry and OG Lemonade flavours.

SHRED Shotz is intended to extend the SHRED brand, which generated over $200 million in retail sales in 2025, into shot-sized beverages aimed at convenience and faster-onset effects. The product is expected to be available in March in Ontario and Atlantic Canada, with additional provinces to follow.

Organigram Global Inc. plans a major European expansion by agreeing to acquire all remaining shares of Germany-based Sanity Group GmbH it does not already own. Sellers will receive €80.0 million in cash and €33.4 million in Organigram shares upfront, plus potential earnout payments of up to €20.0 million in cash and €93.8 million in additional shares based on Sanity’s first-year performance after closing.

Organigram arranged up to $60.0 million in senior secured credit facilities from ATB Financial and a C$65.2 million private placement with British American Tobacco to fund the cash portion of the purchase price and transaction costs. The deal is a related-party transaction that requires disinterested shareholder approval under Canadian securities rules and TSX requirements, with closing targeted for the second quarter of 2026, subject to regulatory and shareholder approvals.

Sanity Group reported rapid growth, with net revenue rising from €9 million in 2023 to €61 million in 2025 and gross margins improving from 14.5% to 47.2%. Organigram’s board, supported by a fairness opinion from BMO Capital Markets, unanimously (excluding BAT nominees) determined the transaction is in the company’s best interests.

Organigram Global Inc. is expanding its international medical cannabis portfolio by launching Edison and BOXHOT vape and pastille products in Australia. The company is introducing 10 product SKUs, adding to its existing indoor-grown flower supplied through B2B relationships in the country.

The new products focus on non-flower formats such as vapes with single-strain live terpenes from Canada’s top-selling cultivars and pastilles formulated for specific patient experiences. BOXHOT will offer three leading botanical blends in proprietary 1.2g cartridges, reflecting Organigram’s emphasis on ready-to-consume, science-led products.

Distribution will occur through Leafio, the wholesale arm of Montu Australia, giving access to more than 4,000 pharmacies nationwide. The launch coincides with Organigram’s proposed acquisition of Sanity Group in Germany, highlighting a broader international growth strategy in regulated medical cannabis markets.

BT DE Investments Inc. and related BAT entities filed Amendment No. 7 to their Schedule 13D on Organigram Global Inc., updating details of a major strategic transaction and financing. They beneficially own 40,134,389 Common Shares, representing 29.7% of that class, and 13,794,163 Class A Preferred Shares, representing all Preferred Shares, based on 135,141,944 Common Shares outstanding as of February 5, 2026.

The filing describes Organigram’s agreement to acquire all remaining shares of Sanity Group GmbH, including BAT’s stake, with BAT electing to receive Organigram equity instead of cash. BAT is expected to receive 13,693,120 Preferred Shares as upfront consideration and 6,625,559 Common Shares as potential earnout consideration, assuming full earnout at a floor price of C$3.00 per share.

To help fund the acquisition and related costs, BT DE Investments agreed to a private placement, subscribing for 14,027,074 Shares at C$3.00 per share and exercising top-up rights for 9,897,356 Shares at C$2.335854 per share. A 30% ownership threshold caps BAT’s Common Share holding; any excess is issued as non‑voting, convertible Preferred Shares with a 7.5% annual accreting conversion rate until up to 49.0% of Common Shares could be issuable on conversion, subject to regulatory, shareholder and stock exchange approvals and existing investor rights agreements.

Organigram Global Inc. entered a detailed share sale and purchase agreement to acquire all 77,349 sale shares of Sanity Group GmbH. The deal uses a fixed enterprise value of EUR 130,000,000, adjusted for cash, debt, working capital and transaction-related items, plus an earn-out capped at EUR 120,000,000.

The preliminary fixed purchase price is EUR 110,550,000, funded by a EUR 78,000,000 cash closing payment and about EUR 29.3M in Organigram shares, with specific holdbacks and deductions. Additional true-up shares or cash repayments follow post-closing accounts. A parent guarantee backs German holding and purchaser payment obligations.

The earn-out depends on post-closing financial performance and net cash, can be reduced for lower net cash, and is partly settled in cash and partly in Organigram common and preference shares, with ownership caps and regulatory conditions for key seller BAT. The agreement also sets governance, non-competition, tax, warranty and intercompany conduct rules to protect earn-out calculations.

Organigram Global Inc. filed a Form 6-K to report a change of auditor. On February 5, 2026, the board decided to terminate PKF O’Connor Davies LLP as auditor and, on February 9, 2026, determined it would propose PricewaterhouseCoopers LLP as successor auditor at the next annual general meeting.

The predecessor auditor issued unqualified opinions on Organigram’s consolidated financial statements for the years ended September 30, 2025 and 2024, but gave an adverse opinion on the effectiveness of internal control over financial reporting for those years due to material weaknesses. The notice states there have been no reportable events under National Instrument 51-102, and both PKF O’Connor Davies and PwC provided letters agreeing with the company’s descriptions of the change.

Organigram Global Inc. announced a C$65.2 million private placement from British American Tobacco’s subsidiary BAT to help fund its proposed acquisition of German cannabis company Sanity Group. BAT will subscribe for 14,027,074 shares at C$3.00 and exercise top-up rights for 9,897,356 shares at about C$2.34.

To keep BAT’s voting stake at or below 30% of Organigram’s common shares, much of the investment will be in non-voting Class A convertible preferred shares, initially convertible one-for-one and accreting at 7.5% per year until BAT and affiliates could hold up to 49% on a partially diluted basis. Based on 135,141,944 common shares outstanding, BAT is expected to receive 2,353,379 common shares and 21,571,051 preferred shares from the private placement.

Closing of both the acquisition and the financing depends on shareholder approval, Toronto Stock Exchange approval, and other regulatory clearances, including German foreign investment review. Disinterested shareholders must approve the related-party transaction under TSX rules and a "majority of the minority" vote is required under MI 61-101. The company plans to seek approvals at a March 30, 2026 meeting.

Organigram Global Inc. is expanding into Europe with a definitive deal to acquire Germany-based Sanity Group, a fast-growing medical and recreational cannabis company. Organigram will pay upfront consideration of €113.4 million, split between €80.0 million in cash and €33.4 million in Organigram shares, with potential additional earnout payments of up to €113.8 million based on Sanity’s performance.

The structure implies a total potential valuation of up to €250.0 million. Sanity’s net revenue grew from €9 million in 2023 to €60 million in 2025, with gross margins improving from 15% to 47%, and the business generated positive EBITDA in 2025. Organigram expects the deal to be financially accretive and to create a vertically integrated European hub, adding leadership positions in both Canada and the growing German medical cannabis market.

The cash portion will be funded by Organigram’s cash on hand, a new credit facility of up to $60 million with ATB Financial and lenders, and an expected C$65.2 million equity investment from British American Tobacco through a private placement and top-up rights. Closing is targeted for the second quarter of 2026, subject to shareholder approvals, TSX and German regulatory clearances, and completion of the financing arrangements.