Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 2.01 below is incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.






Merger Agreement


On January 28, 2022 (the "Closing Date"), 4Front Ventures Corp. (the "Company") entered into the First Amendment to that certain agreement and plan of merger (the "Merger Agreement") by and among the Company, New England Cannabis Corporation, Inc., a Massachusetts corporation ("NECC"), Kenneth V. Stevens ("Mr. Stevens"), who is the sole owner of all of the issued and outstanding capital stock of NECC, and 4Front NECC Acquisition Co., a Massachusetts corporation (the "Merger Sub"). Pursuant to the terms and conditions of the Merger Agreement, NECC would be merged with and into the Merger Sub, which will change its name to New England Cannabis Corporation, Inc., and continue its corporate existence as a wholly-owned subsidiary of the Company (the "Merger").

Also on the Closing Date, the parties to the Merger Agreement, as amended, consummated the Merger. At the effective time of the Merger, pursuant to the terms and conditions of the Merger Agreement, as amended, the Company (i) paid Mr. Stevens cash in the amount of USD$9,000,000, and (ii) issued Mr. Stevens 28,571,428 Class A Subordinate Voting shares of the Company (the "SVS"), with a deemed value of $1.05 U.S. dollars per share, or a total estimated valuation of USD$30,000,000.

The foregoing description of the Merger Agreement, as amended, is qualified in its entirety by reference to the Merger Agreement, a complete copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on October 8, 2021, and the First Amendment to the Merger Agreement, a complete copy of which is filed as Exhibit 10.3 hereto, each of which is incorporated herein by reference.

Membership Interest Purchase Agreement

In connection with the consummation of the Merger, on the Closing Date, the Company, Mission Partners RE, LLC, a Delaware limited liability company wholly-owned by the Company ("Mission Partners RE"), and Mr. Stevens entered into the First Amendment to that certain membership interest purchase agreement (the "Purchase Agreement"), pursuant to which the Company (through Mission Partners RE) completed its acquisition of 100% of the issued and outstanding membership interests of 29 Everett Street LLC, a Massachusetts limited liability company (the "Everett LLC"), which was solely held by Mr. Stevens and which owns certain real property that is currently leased to and used by NECC. Pursuant to the terms and conditions of the Purchase Agreement, as amended, the Company (i) paid Mr. Stevens cash in the amount of USD$16,000,000, and (ii) issued Mr. Stevens a promissory note (the "Note") in the initial principal amount of USD$2,000,000, which will bear interest at an annual rate of ten percent (10%) and will mature on the six-month anniversary of the Closing Date.

The foregoing description of the Purchase Agreement, as amended, is qualified in its entirety by reference to the Purchase Agreement, a complete copy of which was filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on October 8, 2021, the First Amendment to the Purchase Agreement, a complete copy of which is filed as Exhibit 10.4 hereto, and the Note, a complete copy of which is filed as Exhibit 10.5 hereto, each of which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


            Off-Balance Sheet Arrangement of a Registrant.


The information set forth in Item 2.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 above is hereby incorporated by reference into this Item 3.02. Mr. Stevens is an accredited investor within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the issuance of the Note and SVS to Mr. Stevens will be made without registration in reliance on Rule 506(b) of Regulation D under the Securities Act, as well as corresponding provisions of state securities laws.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, and there shall not be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangement of Certain
            Officers.


On January 28, 2022, Eric Rey resigned as a member of the Board of Directors (the "Board") and committees of the Board of the Company. Mr. Rey's resignation was not in connection with any known disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

Mr. Rey served as the chairman of the Board's audit committee. As a result of Mr. Rey's resignation, the Board appointed current Board member David Daily as chairperson of the Company's audit committee, effective as of February 2, 2022.

Item 7.01. Regulation FD Disclosure.

On January 31, 2022, the Company issued a press release regarding the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to this Item and the related exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) will be filed with the Securities and Exchange Commission by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) will be filed with the Securities and Exchange Commission by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.



(d) Exhibits:



Exhibit No.   Exhibit
10.1          Agreement and Plan of Merger, dated as of October 6, 2021, by and
              among 4Front Ventures Corp., New England Cannabis Corporation, Inc.,
              Kenneth V. Stevens, and 4Front NECC Acquisition Co., filed as Exhibit
              10.1 to the Current Report on Form 8-K filed with the Securities and
              Exchange Commission by the Company on October 8, 2021 and
              incorporated herein by reference.
10.2          Membership Interest Purchase Agreement, dated as of October 6, 2021,
              by and among 4Front Ventures Corp., Kenneth V. Stevens, and Mission
              Partners RE, LLC, filed as Exhibit 10.2 to the Current Report on Form
              8-K filed with the Securities and Exchange Commission by the Company
              on October 8, 2021 and incorporated herein by reference.
  10.3          First Amendment to Agreement and Plan of Merger, dated as of
              January 28, 2022, by and among 4Front Ventures Corp., New England
              Cannabis Corporation, Inc., Kenneth V. Stevens, and 4Front NECC
              Acquisition Co.
  10.4          First Amendment to Membership Interest Purchase Agreement, dated as
              of January 28, 2022, by and among 4Front Ventures Corp., Kenneth V.
              Stevens, and Mission Partners RE, LLC.
  10.5          Promissory Note and Pledge Agreement, dated as of January 28, 2022,
              between 4Front Ventures Corp. and Kenneth V. Stevens.
  99.1          Press Release dated January 31, 2022.

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