0001762359FALSE00017623592023-08-312023-08-310001762359acrg:ClassESubordinateVotingSharesMember2023-08-312023-08-310001762359acrg:ClassDSubordinateVotingSharesMember2023-08-312023-08-31

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): August 31, 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 1.01Entry into a Material Definitive Agreement.
As previously disclosed in Acreage Holdings, Inc.’s (“Acreage” or the “Company”) Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 31, 2022, Acreage entered into an arrangement agreement (the “Floating Share Arrangement Agreement”) with Canopy Growth Corporation (“Canopy”) and Canopy USA, LLC (“Canopy USA”) and pursuant to the terms and conditions of the Floating Share Arrangement Agreement, Canopy USA will acquire all of the issued and outstanding Floating Shares as described in further detail in Acreage’s definitive proxy statement and management information circular dated February 14, 2023 (the “Circular”) filed with the SEC.
On August 31, 2023, Acreage, Canopy and Canopy USA entered into a third amendment to the Floating Share Arrangement Agreement (the “Amendment”). Pursuant to the terms of the Amendment, Acreage, Canopy and Canopy USA agreed to amend the Exercise Outside Date (as defined in the Floating Share Arrangement Agreement) from August 31, 2023 to October 31, 2023. The completion of the Floating Share Arrangement is subject to satisfaction or, if permitted, waiver of certain closing conditions, including, among others, completion of the Canopy Capital Reorganization on or prior to the Exercise Outside Date. Capitalized terms not defined herein shall, unless otherwise indicated herein, have the meanings ascribed to such terms in the Circular.
The foregoing descriptions of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K (“Current Report”).

Item 9.01Financial Statements and Exhibits.
(d) Exhibits
   
Exhibit No. Description
 
104 Cover 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/ Carl Nesbitt
   
Carl Nesbitt
Chief Financial Officer 
 
Date: September 6, 2023



THIRD AMENDMENT TO ARRANGEMENT AGREEMENT
THIS AMENDMENT is made as of August 31, 2023
BETWEEN:
CANOPY USA, LLC, a limited liability company existing under the laws of the State of Delaware (“Canopy USA”)
- and -
CANOPY GROWTH CORPORATION, a corporation existing under the laws of Canada (“Canopy”)
- and -
ACREAGE HOLDINGS, INC., a corporation existing under the laws of the Province of British Columbia (“Acreage”)
RECITALS:
1.Canopy USA, Canopy and Acreage are parties to an arrangement agreement (the “Arrangement Agreement”) dated October 24, 2022, as amended on March 17, 2023 and May 31, 2023; and
2.Canopy USA, Canopy and Acreage wish to amend certain terms of the Arrangement Agreement, in accordance with Section 9.1 of the Arrangement Agreement, as provided in this Amendment.
THEREFORE, in consideration of the mutual covenants contained herein (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
1.
INTERPRETATION
1.aDefinitions
Capitalized terms used but not defined in this Amendment have the meanings given to them in the Arrangement Agreement.
1.bInterpretation not Affected by Headings
The division of this Amendment into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment. Unless the contrary intention appears, references in this Amendment to an Article, Section, subsection or paragraph or both refer to the Article, Section, subsection or paragraph, respectively, bearing that designation in this Amendment.
1.cNumber and Gender
In this Amendment, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender shall include all genders.


2.
AMENDMENTS
1.aAmendments to the Arrangement Agreement
i.The definition of “Exercise Outside Date” at Section 1.1 of the Arrangement Agreement is deleted, and replaced with the following:
“Exercise Outside Date” means October 31, 2023 or such later date as may be agreed to in writing by the Parties.
3.
GENERAL PROVISIONS
1.aConfirmation
The Arrangement Agreement, as amended hereby, remains in full force and effect. Provisions of the Arrangement Agreement that have not been amended or terminated by this Amendment remain in full force and effect, unamended. All rights and liabilities that have accrued to any Party under the Arrangement Agreement up to the date of this Amendment remain unaffected by this Amendment.
1.bArrangement Agreement Provisions
The provisions of Article 9 of the Arrangement Agreement shall apply, mutatis mutandis, to this Amendment.
1.cCounterparts, Execution
This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Amendment, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.
[Remainder of page intentionally left blank]


2

IN WITNESS WHEREOF Canopy USA, Canopy and Acreage have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
CANOPY USA, LLC
By:/s/ David Klein
Name:    David Klein
Title:    Authorized Signatory

CANOPY GROWTH CORPORATION
By:/s/ Christelle Gedeon
Name:    Christelle Gedeon
Title:    Chief Legal Officer

ACREAGE HOLDINGS, INC.
By:/s/ Dennis Curran
Name:    Dennis Curran
Title:    Chief Executive Officer

[Signature Page to Amendment to Arrangement Agreement]
v3.23.2
Cover Page
Aug. 31, 2023
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 31, 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 true
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
Acreage (QX) (USOTC:ACRHF)
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