{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-002134","form_type":"8-K","ticker":"CGC","cik":"0001737927","company_name":"Canopy Growth Corp","filed_at":"2026-01-08T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.037013+00:00","generated_at":"2026-05-16T11:14:01.617724+00:00","sec_items":["1.01","2.03","3.02","7.01","8.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Canopy Growth completes US$150M term loan and C$96.4M debenture exchange, pushing all maturities to 2031","bullets":["Term loan net proceeds of US$150M (US$162M principal with OID), interest at Term SOFR +6.25% (floor 3.25%), matures Jan 2031.","Exchanged C$96.4M of 2029 convertibles for C$55M new 2031 debentures (7.5% coupon), C$10.5M cash, 9.5M shares, and 12.7M warrants (strike C$2.16).","Issued 18.7M Loan Warrants to lenders at US$1.30 exercise price, 5-year term; proceeds used to repay ~US$101M existing senior secured debt due 2027.","Expected cash on hand of ~C$425M post-transactions; minimum cash covenant of lesser of US$90M or loan principal.","Amended MTL Cannabis arrangement: in-the-money warrant holders must deliver notice 2 business days before closing or warrants become out-of-the-money."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-002134","json":"https://secwatch.observer/filing/0001104659-26-002134.json","markdown":"https://secwatch.observer/filing/0001104659-26-002134.md","text":"https://secwatch.observer/filing/0001104659-26-002134.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1737927/000110465926002134/0001104659-26-002134-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1737927/000110465926002134/tm262514d3_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:14:01.617724+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":"39badd4ecc6cf019753c34ba8a13c5691fa1eb7f","claim":"Canopy Growth Corp incurred term loan of US$162,115,000 with JGB Collateral LLC at Term SOFR (floor 3.25%) + 6.25% per annum maturing January 31, 2031 or 120 days prior to maturity of Convertible Debentures.","evidence_excerpt":"On January 8, 2026, Canopy Growth Corporation (the “ Company ”) entered into a Loan and Guaranty Agreement (the “ Loan Agreement ”), by and among the Company, as a borrower, certain subsidiaries of the Company party thereto, as borrowers and/or guarantors, the parties identified therein as lenders (the “ Lenders ”), and JGB Collateral LLC, as administrative and collateral agent (the “ Agent ”), pursuant to which, among other things, the Lenders advanced US$150,000,000 pursuant to a senior secured loan in the aggregate principal amount of US$162,115,000 (collectively, the “ Loans ” and such transaction, the “ Loan Transaction ”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1737927/000110465926002134/0001104659-26-002134-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"US$162,115,000"},{"label":"Counterparty","value":"JGB Collateral LLC"},{"label":"Rate","value":"Term SOFR (floor 3.25%) + 6.25% per annum"},{"label":"Maturity","value":"January 31, 2031 or 120 days prior to maturity of Convertible Debentures"},{"label":"Event","value":"incurrence"}]},{"claim_id":"630880ab41a7c50006e293c95e28a3339ef5e3b5","claim":"Canopy Growth Corp incurred convertible notes of C$55,000,000 with MMCAP International Inc. SPC at 7.50% per annum maturing July 8, 2031.","evidence_excerpt":"new senior unsecured convertible debentures of the Company with an aggregate principal amount of C$55,000,000 maturing on July 8, 2031 (the “ Convertible Debentures ”)","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1737927/000110465926002134/0001104659-26-002134-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"C$55,000,000"},{"label":"Counterparty","value":"MMCAP International Inc. SPC"},{"label":"Rate","value":"7.50% per annum"},{"label":"Maturity","value":"July 8, 2031"},{"label":"Event","value":"incurrence"}]},{"claim_id":"48285ae8388e512abecc06b3990404050aef8593","claim":"Canopy Growth Corp entered into Loan and Guaranty Agreement with JGB Collateral LLC, as administrative and collateral agent, and the Lenders valued at US$150,000,000 advanced under senior secured loan in aggregate principal amount of US$162,115,000 (effective 2026-01-08).","evidence_excerpt":"Loan Agreement On January 8, 2026, Canopy Growth Corporation (the “ Company ”) entered into a Loan and Guaranty Agreement (the “ Loan Agreement ”), by and among the Company, as a borrower, certain subsidiaries of the Company party thereto, as borrowers and/or guarantors, the parties identified therein as lenders (the “ Lenders ”), and JGB Collateral LLC, as administrative and collateral agent (the “ Agent ”), pursuant to which, among other things, the Lenders advanced US$150,000,000 pursuant to a senior secured loan in the aggregate principal amount of US$162,115,000 (collectively, the “ Loans ” and such transaction, the “ Loan Transaction ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1737927/000110465926002134/0001104659-26-002134-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"JGB Collateral LLC, as administrative and collateral agent, and the Lenders"},{"label":"Value","value":"US$150,000,000 advanced under senior secured loan in aggregate principal amount of US$162,115,000"},{"label":"Effective","value":"2026-01-08"}]},{"claim_id":"c3c8a742b187aa7cdb9e718289b0ba3aedbcb290","claim":"Canopy Growth Corp entered into Exchange Agreement with MMCAP International Inc. SPC valued at C$96,358,375 aggregate principal amount of senior unsecured convertible debentures exchanged for C$5 (effective 2026-01-07).","evidence_excerpt":"Exchange Agreement On January 7, 2026, the Company entered into an Exchange Agreement (the “ Exchange Agreement ”) with MMCAP International Inc. SPC (the “ Investor ”) pursuant to which, among other things, on January 8, 2026 (the “ Exchange Closing Date ”), the Investor delivered to the Company C$96,358,375 aggregate principal amount of senior unsecured convertible debentures of the Company maturing in May 2029 held by the Investor in exchange for (A) the Company issuing to the Investor (i) new senior unsecured convertible debentures of the Company with an aggregate principal amount of C$55,000,000 maturing on July 8, 2031 (the “ Convertible Debentures ”), (ii) 12,731,481 common share purchase warrants (the “ Investor Warrants ” and together with the Loan Warrants, the “ Warrants ”) of the Company, and (iii) 9,493,670 Common Shares (the “ Exchange Shares ”) and (B) a C$10,500,000 cash payment from the Company (collectively, the “ Exchange Transaction ” and together with the Loan Trans","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1737927/000110465926002134/0001104659-26-002134-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"MMCAP International Inc. SPC"},{"label":"Value","value":"C$96,358,375 aggregate principal amount of senior unsecured convertible debentures exchanged for C$5"},{"label":"Effective","value":"2026-01-07"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}