Filed Pursuant to Rule 424(b)(3)
Registration No. 333-273319
PROSPECTUS SUPPLEMENT NO. 11
(to Prospectus dated July 28, 2023)
Canopy Growth Corporation
13,218,453 Common Shares
This prospectus supplement supplements the prospectus
dated July 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273319). This
prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our
Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2024 (the “Current
Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement
relate to the offer and sale, from time to time, of up to 13,218,453 of our common shares (the “Shares”) by the selling securityholders
listed in the section of the Prospectus entitled “Selling Securityholders” (the “Selling Securityholders”). The
Shares were issued to the Selling Securityholders (i) on May 17, 2022 and May 25, 2022 pursuant to an Option Agreement, dated as of May
17, 2022, by and among us, Canopy Oak LLC (“Canopy Oak”), Lemurian, Inc., a California corporation, and the other parties
thereto; (ii) on May 17, 2022 pursuant to an Option Agreement, dated as of May 17, 2022, by and among Canopy Oak and the other parties
thereto; and (iii) on November 4, 2022 and March 17, 2023 pursuant to the Third Amendment to Tax Receivable Agreement, dated as of October
24, 2022, by and among us, Canopy USA, LLC, a Delaware limited liability company, Acreage Holdings America, Inc., a Nevada corporation,
High Street Capital Partners, LLC, a Delaware limited liability company (“HSCP”), and certain members of HSCP.
Investing in our common shares (“Common
Shares”) involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Item
1A. Risk Factors” beginning on page 29 of our Annual Report on Form 10-K for the year ended March 31, 2023 (the “Annual Report”),
which is incorporated by reference in the Prospectus, as well as the risk factors discussed in the periodic reports and other documents
we file from time to time with the SEC and with applicable Canadian securities regulators, and which we incorporate into the Prospectus
by reference. See also “Risk Factors” beginning on page 6 of the Prospectus.
Our Common Shares are
listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “WEED” and on the Nasdaq
Global Select Market under the symbol “CGC.” On January 12, 2024, the closing price of our Common Shares on the Nasdaq Global
Select Market was US$4.52 per share.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there
is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this
prospectus supplement.
Neither the SEC nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January
16, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 9, 2024
Canopy Growth Corporation
(Exact name of registrant as specified in its charter)
Canada |
|
001-38496 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1 Hershey Drive
Smiths Falls, Ontario |
K7A
0A8 |
(Address of principal executive officers) |
(Zip Code) |
(855) 558-9333
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange
on which registered |
Common Shares, no par value |
CGC |
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry
Into a Material Definitive Agreement.
The
information set forth in Item 1.02 below is incorporated by reference into this Item 1.01.
Item 1.02 Termination
of a Material Definitive Agreement.
On January
9, 2024, Canopy Growth Corporation (the “Company”), entered into Subscription Agreements (collectively, the “Subscription
Agreements”) with certain institutional investors (collectively, the “Investors”) pursuant to which the Company agreed
sell to the Investors an aggregate of 6,993,007 units (each a “Unit” and, collectively, the “Units”) of the Company
at a price of $4.29 per Unit in a private placement (the “Private Placement”) for approximate gross proceeds of US$30 million.
Following the announcement of the Private Placement and prior to closing, the Company received information from a third party that such
third party could not complete certain tasks in a timely manner, which would result in delays outside of the Company’s control and
impact the Company’s ability to satisfy customary closing requirements. Due to this, and based on mutual agreement with the Investors,
the Company terminated the Subscription Agreements on January 12, 2024. As a result of such termination, no securities will be sold pursuant
to the Private Placement. The Company expects to be in position to complete customary closing requirements in the next few weeks, and
the Company continues to have sufficient liquidity, including through its cash on hand, debt facilities, and other expected sources of
financing. The Company expects to report its fiscal third quarter financial results on February 9, 2024.
Each Unit
was to be comprised of (a) one common share of the Company (a “Common Share”) and (b) either (i) one Series A Common Share
purchase warrant (a “Series A Warrant”) or (ii) one Series B Common Share purchase warrant (a “Series B Warrant”
and, together with the Series A Warrants, the “Warrants”). Each Warrant was to entitle the holder to acquire one Common Share
from the Company at a price equal to US$4.83. The Series A Warrants were to be exercisable immediately following the closing of the Private
Placement for a period of five years from such date and the Series B Warrants were to be exercisable for a period commencing on the date
that is six-months following the closing of the Private Placement and ending on the date that is five years following such date.
Item 3.02 Unregistered Sales of Equity
Securities.
The information
set forth in Item 1.02 above and Item 8.01 below related to the Private Placement are incorporated by reference into this Item 3.02. The
issuance of the Common Shares and the Warrants underlying the Units and the Common Shares underlying the Warrants was to be made in reliance
on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01 Other Events.
In connection
with the Private Placement, the Company entered into an engagement letter with the Placement Agents (the “Engagement Letter”),
pursuant to which the Company agreed to pay the Placement Agents a cash fee equal to 4.5% of the gross proceeds received by the Company
in the Private Placement (the “Cash Fee”), in addition to the reimbursement for certain reasonable expenses. The Engagement
Letter contains customary representations, warranties, terms and conditions, including for indemnification of the Placement Agents by
the Company. Because the Private Placement did not close, no proceeds were received by the Company and no Cash Fee is owed to the Placement
Agents.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CANOPY GROWTH CORPORATION |
|
|
/s/ Judy Hong |
|
Dated: January 12, 2024 |
By: |
Judy Hong |
|
|
Chief Financial Officer |
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