Canopy Growth Corp entered into Debenture Indenture with Odyssey Trust Company, as trustee valued at C$40.4 million aggregate principal amount of newly issued non-interest bearing unsecured convertible (effective 2023-07-14).
“The Debentures were created and are governed pursuant to the terms of a debenture indenture (the “Indenture”), dated as of July 14, 2023 (the “Indenture”), between the Company and Odyssey Trust Company, as trustee (the “Trustee).”
Material Agreements
Canopy Growth Corp entered into Redemption Agreements with certain holders (the "Holders") of its 4.25% Convertible Senior Notes due on July 15, 2023 valued at C$193 million aggregate principal amount redeemed for cash, common shares, and debentures (effective 2023-07-13).
“On July 13, 2023, Canopy Growth Corporation (the “Company”) entered into privately negotiated redemption agreements (collectively, the “Redemption Agreements”) with certain holders (the “Holders”) of its 4.25% Convertible Senior Notes due on July 15, 2023 (the “Notes”).”
Listing & Compliance Notices
Canopy Growth Corp received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).
“July 11, 2023, Canopy Growth Corporation (the “Company”) received written notice (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price of the Company’s common shares (the “Common Shares”) listed on The Nasdaq Global Select Market has been below $1.00 per share for the 30 consecutive business days prior to the date of the Letter (the “Minimum Bid Price Requirement”). The Letter has no immediate effect on the listing or trading of the Comm”
Material Agreements
Canopy Growth Corp entered into Exchange Agreements with certain holders valued at C$12.5 million aggregate principal amount of the Notes (effective 2023-06-29).
“On June 29, 2023, Canopy Growth Corporation (the “Company”) entered into five privately negotiated exchange agreements (collectively, the “Exchange Agreements”) with certain holders (the “Holders”) of its 4.25% Convertible Senior Notes due 2023 (the “Notes”).”
Auditor Changes
Canopy Growth Corp engaged PKF O’Connor Davies, LLP as its auditor.
“Also on June 22, 2023, the Company engaged PKFOD, a nationally recognized auditing firm, as the Company’s independent registere”
Auditor Changes
KPMG LLP resigned as auditor of Canopy Growth Corp.
“On June 22, 2023, KPMG LLP (“KPMG”), which had been serving as the independent registered public accounting firm of Canopy Growth Corporation (the “Company”), declined to stand for reelection and resigned as the Company’s independent registered public accounting firm, effective June 22, 2023”
Earnings Releases
Canopy Growth Corp reported financial results for fourth quarter and fiscal year ended March 31, 2023.
“On June 22, 2023, Canopy Growth Corporation issued a press release announcing its financial results for the fourth quarter ended March 31, 2023.”
Material Agreements
Canopy Growth Corp amended Floating Share Arrangement Agreement with Canopy USA, LLC and Acreage Holdings, Inc. valued at Extended Exercise Outside Date from May 31, 2023 to August 31, 2023 (effective 2023-05-31).
“The Company, Canopy USA and Acreage entered into a second amendment to the Floating Share Arrangement Agreement (the " Amendment "). Pursuant to the terms of the Amendment, the Company, Canopy USA, and Acreage agreed to amend the Exercise Outside Date (as defined in the Floating Share Arrangement Agreement) from May 31, 2023 to August 31, 2023.”
Auditor Changes
Canopy Growth Corp reported that prior financial statements should not be relied upon.
“on May 4, 2023, the Company, in consultation with the Audit Committee, concluded that the Company’s (i) audited consolidated financial statements for the fiscal year ended March 31, 2022, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (the “ 2022 10-K ”), and (ii) unaudited consolidated financial statements for the quarterly periods ended June 30, 2022, September 30, 2022 and December 31, 2022, included in the Company’s Quarterly Reports on Form 10-Q for such quarterly periods (collectively, the “ Form 10-Qs ” and together with the 2022 10-K, the “ Prior Financial Statements ”), should no longer be relied upon because of certain material misstatements contained in the Prior Financial Statements”
Material Agreements
Canopy Growth Corp entered into Exchange Agreement with Greenstar Canada Investment Limited Partnership valued at C$100 million (approximately US$73.9 million) aggregate principal amount (effective 2023-04-13).
“On April 13, 2023, Canopy Growth Corporation (the “ Company ”) entered into an exchange agreement (the “ Exchange Agreement ”) with Greenstar Canada Investment Limited Partnership (“ GCILP ”), a wholly-owned subsidiary of Constellation Brands, Inc., in order to extinguish C$100 million (approximately US$73.9 million) aggregate principal amount of the Company’s outstanding 4.25% unsecured notes due 2023”
Material Agreements
Canopy Growth Corp amended First Amendment to Floating Share Arrangement Agreement with Canopy USA, LLC and Acreage Holdings, Inc. valued at Extension of Exercise Outside Date from March 31, 2023 to May 31, 2023 (effective 2023-03-17).
“On March 17, 2023, the Company, Canopy USA and Acreage entered into a first amendment to the Floating Share Arrangement Agreement (the “ Amendment ”). Pursuant to the terms of the Amendment, the Company, Canopy USA, and Acreage agreed to amend the Exercise Outside Date (as defined in the Floating Share Arrangement Agreement) from March 31, 2023 to May 31, 2023.”
Material Agreements
Canopy Growth Corp amended First Amendment to Floating Share Arrangement Agreement with Canopy USA, LLC; Acreage Holdings, Inc. valued at Amendment to Floating Share Arrangement Agreement to extend Exercise Outside Date from March 31, 202 (effective 2023-03-17).
“On March 17, 2023, the Company, Canopy USA and Acreage entered into a first amendment to the Floating Share Arrangement Agreement (the “ Amendment ”). Pursuant to the terms of the Amendment, the Company, Canopy USA, and Acreage agreed to amend the Exercise Outside Date (as defined in the Floating Share Arrangement Agreement) from March 31, 2023 to May 31, 2023.”
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.
“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”).”
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).
“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”).”
Earnings Releases
Canopy Growth Corp reported third quarter ended December 31, 2022 results: revenue $101 million, net income $267 million. Guidance reaffirmed.
“"Non-GAAP Measures". 2 Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP Measures". 3 Free cash flow is a non-GAAP measure. See "Non-GAAP Measures". Revenues: Net revenue of $101 million in Q3 FY2023 declined 28% versus Q3 FY2022. The decrease is primarily attributable to increased competition in the Canadian adult-use cannabis market, the divestiture of C3”
Julious Grant was terminated as Chief Commercial Officer at Canopy Growth Corp.
“On November 30, 2022, Canopy Growth Corporation (the “Company”) terminated the Services Delivery Agreement, dated October 5, 2020, as amended (the “Services Agreement”), with Julious Grant, effective December 16, 2022 (the “Termination Date”).”
Earnings Releases
Canopy Growth Corp reported financial results for second quarter ended September 30, 2022.
“On November 9, 2022, Canopy Growth Corporation issued a press release announcing its financial results for the second quarter ended September 30, 2022.”
Judy Hong was appointed as Chief Financial Officer at Canopy Growth Corp.
“On March 31, 2022, Canopy Growth Corporation (the “ Company ”) announced, among other things, that Judy Hong, who had been serving as the Company’s Chief Financial Officer on an interim basis since November 18, 2021, was appointed as the Company’s permanent Chief Financial Officer”
Garth Hankinson was appointed as director at Canopy Growth Corp.
“On November 24, 2021, following receipt of Mr. William Newlands’ resignation, the Board appointed Mr. Garth Hankinson as a director of the Board, effective immediately.”
William Newlands resigned as member of the board of directors at Canopy Growth Corp.
“On November 24, 2021, Mr. William Newlands notified Canopy Growth Corporation (the “ Company ”) of his resignation as a member of the board of directors of the Company (the “ Board ”), effective immediately.”
Judy Hong was appointed as Interim Chief Financial Officer at Canopy Growth Corp.
“Judy Hong, the Company’s Vice President, Investor Relations & Competitive Intelligence, was appointed to serve as Interim Chief Financial Officer.”
Rade Kovacevic departed as President and Chief Product Officer at Canopy Growth Corp.
“Rade Kovacevic, President and Chief Product Officer of the Company, stepped down from their respective roles on the Executive Management Committee and as officers of the Company, effective November 18, 2021”
Mike Lee departed as Executive Vice President and Chief Financial Officer at Canopy Growth Corp.
“Mike Lee, Executive Vice President and Chief Financial Officer of the Company, and Rade Kovacevic, President and Chief Product Officer of the Company, stepped down from their respective roles on the Executive Management Committee and as officers of the Company, effective November 18, 2021”
Phil Shaer resigned as Chief Legal Officer and Corporate Secretary at Canopy Growth Corp.
“On September 14, 2021, Mr. Phil Shaer notified Canopy Growth Corporation (the “Company”) of his intention to resign as the Company’s Chief Legal Officer and Corporate Secretary.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.