{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-049450","form_type":"8-K","ticker":"CGC","cik":"0001737927","company_name":"Canopy Growth Corp","filed_at":"2024-04-19T23:59:59+00:00","discovered_at":"2026-05-14T18:03:19.821823+00:00","generated_at":"2026-06-03T16:18:37.272160+00:00","sec_items":["1.01","1.02","3.02","5.02","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Canopy Growth converts C$81.2M note to exchangeable shares; CBI directors resign, debt down C$100M","bullets":["C$81.2M of promissory note converted into 9,111,549 exchangeable shares at C$8.91/share; remaining C$18.8M principal and interest forgiven.","Total debt reduction of C$100M from note cancellation; no outstanding balance remains on the promissory note.","CBI entities exchanged all 17,149,925 common shares for exchangeable shares, now holding 26,261,474 exchangeable shares in aggregate.","Investor Rights Agreement terminated; CBI loses all governance rights including board nomination rights.","Three CBI-nominated directors (Hankinson, Schmeling, Sabia) resigned; board now has five members with Lazzarato as Chair."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-049450","json":"https://secwatch.observer/filing/0001104659-24-049450.json","markdown":"https://secwatch.observer/filing/0001104659-24-049450.md","text":"https://secwatch.observer/filing/0001104659-24-049450.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/tm2412260d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-03T16:18:37.272160+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4d2f9b25f8","claim":"Garth Hankinson resigned as Director at Canopy Growth Corp.","evidence_excerpt":"Garth Hankinson, Judy Schmeling and James Sabia each provided notice to the Company of his or her decision to resign from the Board effective immediately","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d54b03691a","claim":"Judy Schmeling resigned as Director at Canopy Growth Corp.","evidence_excerpt":"Garth Hankinson, Judy Schmeling and James Sabia each provided notice to the Company of his or her decision to resign from the Board effective immediately","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d8f100eb3d","claim":"James Sabia resigned as Director at Canopy Growth Corp.","evidence_excerpt":"Garth Hankinson, Judy Schmeling and James Sabia each provided notice to the Company of his or her decision to resign from the Board effective immediately","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3a5c4c706935e0895dc56b2718956d46544f408e","claim":"Canopy Growth Corp entered into Exchange Agreement with Greenstar Canada Investment Limited Partnership valued at Exchange of C$81.2 million principal amount of promissory note into 9,111,549 Exchangeable Shares; c (effective 2024-04-18).","evidence_excerpt":"On April 18, 2024, in connection with the approval of the Exchangeable Shares Resolution and the creation of the Exchangeable Shares, the Company entered into an Exchange Agreement (the “ Exchange Agreement ”) with Greenstar Canada Investment Limited Partnership (“ Greenstar ”) , a wholly owned subsidiary of Constellation Brands, Inc. (“ CBI ”), pursuant to which Greenstar converted approximately C$81.2 million of principal amount of the C$100 million principal amount promissory note issued to Greenstar by Canopy Growth on April 14, 2023 (the “ Promissory Note ”) into 9,111,549 Exchangeable Shares (the “ Note Exchange ”), calculated based on a price per Exchangeable Share equal to C$8.91.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Greenstar Canada Investment Limited Partnership"},{"label":"Value","value":"Exchange of C$81.2 million principal amount of promissory note into 9,111,549 Exchangeable Shares; c"},{"label":"Effective","value":"2024-04-18"}],"fact_type":"material_agreement"},{"claim_id":"5a5cc1a46161af29a9a8f914bd07adb7d787c795","claim":"Canopy Growth Corp terminated Investor Rights Agreement with CBG Holdings LLC and Greenstar Canada Investment Limited Partnership valued at Termination of second amended and restated investor rights agreement (effective 2024-04-18).","evidence_excerpt":"In accordance with the Consent Agreement and as a result of the CBI Exchange, on April 18, 2024, CBG, Greenstar and Canopy Growth terminated the Investor Rights Agreement, along with an administrative services agreement, a co-development agreement and all other commercial arrangements between them and their subsidiaries, other than the Consent Agreement, certain termination agreements and the Exchange Agreement .","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Counterparty","value":"CBG Holdings LLC and Greenstar Canada Investment Limited Partnership"},{"label":"Value","value":"Termination of second amended and restated investor rights agreement"},{"label":"Effective","value":"2024-04-18"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}