---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-043517"
form_type: "8-K"
ticker: "CGC"
cik: "0001737927"
company_name: "Canopy Growth Corp"
filed_at: "2023-02-21T23:59:59+00:00"
generated_at: "2026-06-19T07:08:40.004669+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Canopy Growth raises up to $150M via convertible debentures; initial $100M tranche closed

## Summary
- Initial $100M tranche of 5% convertible senior unsecured debentures closed; second $50M tranche subject to conditions.
- Interest and principal payable only in common shares; no cash payments ever.
- Conversion price set at 92.5% of 3-day VWAP prior to conversion; maturity Feb 28, 2028.
- Net proceeds ~$95M from initial tranche for working capital and general corporate purposes.
- Issuance capped at 19.99% of outstanding shares (98.9M shares as of Feb 17, 2023); second tranche requires VWAP > $2.00.

## SEC filing metadata
- accession: 0001193125-23-043517
- form_type: 8-K
- ticker: CGC
- cik: 0001737927
- company_name: Canopy Growth Corp
- filed_at: 2023-02-21T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1737927/000119312523043517/0001193125-23-043517-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1737927/000119312523043517/d410050d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-043517
- JSON: https://secwatch.observer/filing/0001193125-23-043517.json
- Plain text: https://secwatch.observer/filing/0001193125-23-043517.txt

## Key facts
- Debt Financings
  Canopy Growth Corp incurred convertible notes of $150 million aggregate principal amount, with an initial $100 million sold on February 21, 2023 with Verition Canada Master Fund Ltd. at 5.0% per annum maturing February 28, 2028.
  - Instrument: convertible notes
  - Principal: $150 million aggregate principal amount, with an initial $100 million sold on February 21, 2023
  - Counterparty: Verition Canada Master Fund Ltd.
  - Rate: 5.0% per annum
  - Maturity: February 28, 2028
  - Event: incurrence
  source text: On February 21, 2023, Canopy Growth Corporation (the “Company”) entered into a Subscription Agreement, which is attached hereto as Exhibit 10.1 (the “Subscription Agreement”), with Verition Canada Master Fund Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase convertible senior unsecured debentures (the “Debentures”), with an aggregate principal amount of up to $150 million in a registered direct offering (the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1737927/000119312523043517/0001193125-23-043517-index.htm
- Material Agreements
  Canopy Growth Corp entered into Subscription Agreement with Verition Canada Master Fund Ltd. valued at aggregate principal amount of up to $150 million (effective 2023-02-21).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Verition Canada Master Fund Ltd.
  - Value: aggregate principal amount of up to $150 million
  - Effective: 2023-02-21
  source text: On February 21, 2023, Canopy Growth Corporation (the “Company”) entered into a Subscription Agreement, which is attached hereto as Exhibit 10.1 (the “Subscription Agreement”), with Verition Canada Master Fund Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase convertible senior unsecured debentures (the “Debentures”), with an aggregate principal amount of up to $150 million in a registered direct offering (the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1737927/000119312523043517/0001193125-23-043517-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.