--- 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" generated_at: "2026-06-03T16:18:37.272160+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Canopy Growth converts C$81.2M note to exchangeable shares; CBI directors resign, debt down C$100M ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 1.02, 3.02, 5.02, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-049450 - JSON: https://secwatch.observer/filing/0001104659-24-049450.json - Plain text: https://secwatch.observer/filing/0001104659-24-049450.txt ## Key facts - Executive change Garth Hankinson resigned as Director at Canopy Growth Corp. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm - Executive change Judy Schmeling resigned as Director at Canopy Growth Corp. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm - Executive change James Sabia resigned as Director at Canopy Growth Corp. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm - Material Agreements 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). - Action: entry - Counterparty: Greenstar Canada Investment Limited Partnership - Value: Exchange of C$81.2 million principal amount of promissory note into 9,111,549 Exchangeable Shares; c - Effective: 2024-04-18 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm - Material Agreements 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). - Action: termination - Counterparty: CBG Holdings LLC and Greenstar Canada Investment Limited Partnership - Value: Termination of second amended and restated investor rights agreement - Effective: 2024-04-18 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1737927/000110465924049450/0001104659-24-049450-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.