0001762359FALSE00017623592023-12-082023-12-080001762359acrg:ClassESubordinateVotingSharesMember2023-12-082023-12-080001762359acrg:ClassDSubordinateVotingSharesMember2023-12-082023-12-08

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): December 8, 2023

Commission file number 000-56021
ACREAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

British Columbia, Canada98-1463868
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
366 Madison Ave, 14th floor
New YorkNew York10017
(Address of Principal Executive Offices)
(Zip Code)
(646) 600-9181
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: None.

Securities registered pursuant to Section 12(g) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class E subordinate voting shares ACRHF OTC Markets Group Inc.
Class D subordinate voting sharesACRDFOTC Markets Group Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2023, Acreage Holdings, Inc. (the “Company” or “Acreage”) announced that Carl B. Nesbitt, the Company’s Chief Financial Officer, submitted his written resignation from his role at the Company, effective December 31, 2023. Mr. Nesbitt resigned to pursue other opportunities. Mr. Nesbitt has also resigned from his position as a member of the Company’s Board of Directors and the boards of directors of any of the Company’s subsidiaries, effective as of December 8, 2023.

The Board of Directors (the “Board”) of the Company has appointed Philip Himmelstein, the Company’s current Vice President of Financial Planning & Analysis, to serve as the interim Chief Financial Officer and the Company’s principal financial officer, effective December 31, 2023.

On December 8, 2023, the Company entered into an offer letter (the “Himmelstein Offer Letter”) with Mr. Himmelstein with respect to his employment as interim Chief Financial Officer. The Himmelstein Offer Letter provides for Mr. Himmelstein to receive an annual base salary of $260,000 and, subject to approval by the Board, and to be granted as soon as is practicable, a one-time additional equity award of 400,000 shares, resulting in a total equity grant to Mr. Himmelstein for the year of 600,000 shares when combined with an award previously received, in the form of 360,000 floating shares and 240,000 fixed shares. The additional 400,000 equity awards will vest on July 1, 2024.

The Himmelstein Offer Letter also provides that Mr. Himmelstein will be eligible for an annual bonus award of $195,000 to be paid on or about April 1, 2024 if Mr. Himmelstein remains actively employed on such date.

There are no arrangements or understandings with any other person pursuant to which Mr. Himmelstein was appointed as the Company’s interim Chief Financial Officer, and there are no family relationships between Mr. Himmelstein and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Himmelstein and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

On December 8, 2023, Acreage issued a news release announcing Mr. Nesbitt’s departure and Mr. Himmelstein’s interim appointment, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1. In addition, a copy of the Himmelstein Offer Letter is filed with this report as Exhibit 10.1. The foregoing description of the terms of the Himmelstein Offer Letter is a summary of select terms, is not complete, and is qualified in its entirety by reference to the full text thereof, which is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.
Exhibit No.Description of Exhibit
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES
 
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.
 
   ACREAGE HOLDINGS, INC.
    
 By: /s/ Corey Sheahan
   
Corey Sheahan
Executive Vice President, General Counsel and Secretary 
 
Date: December 13, 2023
 
  

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December 8, 2023


Philip Himmelstein

Re: Promotion


Dear Philip,

We are truly appreciative of all your hard work and dedication to the business and are extremely pleased to offer you a position change commencing on January 1, 2024 to Interim Chief Finance Officer at a rate of $260,000 less applicable payroll deductions, paid bi-monthly minus required taxes, and applicable withholdings.

We are excited for you to take on this new role and are here to support you fully along the journey.

As part of this role transition, your guaranteed 2023 Annual incentive Bonus Award, payable next year will be updated to the following:

•Your Guaranteed 2023 Annual Incentive Bonus Payout is being increased to $195,000.00 gross, to be paid out on or about April 1, 2024, minus applicable taxes and deductions.
•Payment of this Annual Incentive Bonus is contingent upon continuous employment and being actively employed on the date this bonus is paid out.

Additionally, your special one-time Long Term Incentive award is being updated as follows:
•You will receive an additional 400,000 shares, providing you with an updated award of 600,000 total shares of which 360,000 are floating shares and 240,000 are fixed shares.
•These additional shares will vest on July 1, 2024.
•A formal Restricted Stock Award Agreement will follow which contains more detailed information.


Please sign below indicating your acceptance of the terms and conditions of this offer and return to me.


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If you have any questions, please don’t hesitate to contact me, and Congratulations!

Best regards,

/s/ Lisa Collie        

Lisa Collie
VP of Human Resources
Acreage Holdings, Inc.

By signing below, I understand and accept the terms and conditions of this offer.
__/s/ Philip Himmelstein______________________    _  
SIGNATURE

___12/8/2023__________________________________
DATE


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Acreage Announces Executive Leadership Transition
New York, December 8, 2023 - Acreage Holdings, Inc. (“Acreage” or the “Company”) (CSE: ACRG.A.U, ACRG.B.U) (OTCQX: ACRHF, ACRDF), a vertically integrated, multi-state operator of cannabis cultivation and retailing facilities in the U.S., announced that Philip Himmelstein, Vice President of Financial Planning & Analysis at Acreage, will be assuming the role of Interim Chief Financial Officer, effective December 31, 2023. Carl Nesbitt has elected to step down from his role as Chief Financial Officer to pursue new opportunities, effective December 31, 2023. Mr. Nesbitt has also resigned from the Board of Directors of the Company, effective immediately.
“Philip has been an integral member of Acreage for a number of years, and we are very pleased to welcome him to the executive team,” said Dennis Curran, Chief Executive Officer and Chairman of Acreage. “Philip has demonstrated outstanding leadership and played a crucial role in several Company milestones, including the streamlining of our operations and recent enterprise resource planning rollout. We are confident that he brings the required strategic oversight and financial acumen to guide us as we work towards the completion of our transaction with Canopy Growth Corporation.”
Philip Himmelstein joined Acreage in September 2020, with 17 years of experience in health care and financial services before joining the cannabis industry. Philip has held leadership roles in financial planning & analysis at Blackrock and operational finance and controllership roles at NYU Langone Medical Center. At Acreage, he has led the FP&A team and has contributed to various corporate development and strategic planning initiatives.  
Curran continued, “Carl has been a valued member of the Acreage team, and on behalf of the Company and the Board, I’d like to thank him for his contributions. We wish him all the best as he pursues new opportunities.”
About Acreage Holdings, Inc.
Acreage is a multi-state operator of cannabis cultivation and retailing facilities in the U.S., including the Company’s national retail store brand, The Botanist. With its principal address in New York City, Acreage’s wide range of national and regionally available cannabis products include the award-winning brands The Botanist and Superflux, the Prime medical brand in Pennsylvania, and others. Since its founding in 2011, Acreage has focused on building and scaling operations to create a seamless, consumer-focused, branded experience. Learn more at www.acreageholdings.com and follow us on Twitter, LinkedIn, Instagram, and Facebook.



Forward Looking Statements


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This news release and each of the documents referred to herein contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation, respectively. All statements, other than statements of historical fact, included herein are forward-looking information. Often, but not always, forward-looking statements and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements or information involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of Acreage or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release.
Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including, but not limited to: the occurrence of changes in U.S. federal Laws regarding the cultivation, distribution or possession of marijuana; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and Floating Shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Floating Share Arrangement Agreement; the ability of Canopy Growth Corporation (“Canopy”), Canopy USA, LLC (“Canopy USA”) and Acreage to satisfy, in a timely manner, the closing conditions to the floating share arrangement among Canopy, Canopy USA and Acreage (the “Floating Share Arrangement”); risks relating to the value and liquidity of the Floating Shares and the common shares of Canopy; Canopy maintaining compliance with the Nasdaq Global Stock Market (the “Nasdaq”) and Toronto Stock Exchange listing requirements; the rights of the Floating Shareholders may differ materially from those of shareholders in Canopy; expectations regarding future investment, growth and expansion of Acreage’s operations; the possibility of adverse U.S. or Canadian tax consequences upon completion of the Floating Share Arrangement; if Canopy USA acquires the Fixed Shares pursuant to the Existing Arrangement Agreement without structural amendments to Canopy’s interest in Canopy USA, the listing of the Canopy Shares on the Nasdaq may be jeopardized; the risk of a change of control of either Canopy or Canopy USA; restrictions on Acreage’s ability to pursue certain business opportunities and other restrictions on Acreage’s business; the impact of material non-recurring expenses in connection with the Floating Share Arrangement on Acreage’s future results of operations, cash flows and financial condition; the possibility of securities class action or derivatives lawsuits; in the event that the Floating Share Arrangement is not completed, but the acquisition by Canopy of the Fixed Shares (the “Acquisition”) is completed pursuant to Existing Arrangement Agreement and Canopy becomes the majority shareholder in Acreage, the likelihood that the Floating Shareholders will have little or no influence on the conduct of Acreage’s business and affairs; risk of situations in which the interests of Canopy USA and the interests of Acreage or shareholders of Canopy may differ; Acreage’s compliance with Acreage’s business plan for the fiscal years ending December 31, 2020 through December 31, 2029 pursuant to the Existing Arrangement Agreement; in the event that the Floating Share Arrangement is completed, the likelihood of Canopy completing the Acquisition in accordance with


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the Existing Arrangement Agreement; risks relating to certain directors and executive officers of Acreage having interests in the transactions contemplated by the Floating Share Arrangement Agreement and the connected transactions that are different from those of the Floating Shareholders; risks relating to the possibility that holders of more than 5% of the Floating Shares may exercise dissent rights; other expectations and assumptions concerning the transactions contemplated between Canopy, Canopy USA and Acreage; the available funds of Acreage and the anticipated use of such funds; the availability of financing opportunities for Acreage and Canopy USA and the risks associated with the completion thereof; regulatory and licensing risks; the ability of Canopy, Canopy USA and Acreage to leverage each other’s respective capabilities and resources; changes in general economic, business and political conditions, including changes in the financial and stock markets; risks relating to infectious diseases, including the impacts of the COVID-19; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis, political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the cannabis industry; and such other risks disclosed in the Circular, the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, dated May 1, 2023 and the Company’s other public filings, in each case filed with the SEC on the EDGAR website at www.sec.gov and with Canadian securities regulators and available under Acreage’s profile on SEDAR at www.sedar.com. Although Acreage has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.
Although Acreage believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and Acreage does not undertake any obligation to publicly update such forward-looking information or forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.
Neither the Canadian Securities Exchange nor its Regulation Service Provider, nor any securities regulatory authority in Canada, the United States or any other jurisdiction, has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
For more information, contact:
Philip Himmelstein     
investors@acreageholdings.com
646 600 9181

Courtney Van Alstyne
MATTIO Communications
acreage@mattio.com


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v3.23.3
Cover Page
Dec. 08, 2023
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 08, 2023
Entity File Number 000-56021
Entity Registrant Name ACREAGE HOLDINGS, INC.
Entity Incorporation, State or Country Code A1
Entity Tax Identification Number 98-1463868
Entity Address, Address Line One 366 Madison Ave, 14th floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10017
City Area Code 646
Local Phone Number 600-9181
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001762359
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Class E Subordinate Voting Shares  
Entity Information [Line Items]  
Title of 12(g) Security Class E subordinate voting shares
Trading Symbol ACRHF
Class D Subordinate Voting Shares  
Entity Information [Line Items]  
Title of 12(g) Security Class D subordinate voting shares
Trading Symbol ACRDF
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