Item 3.02 Unregistered Sales of Equity Securities.
On May 17, 2022, Canopy Growth Corporation ("Canopy Growth") and/or its
wholly-owned subsidiary, Canopy Oak LLC ("Canopy Sub") entered into option
agreements (the "Option Agreements") with Lemurian, Inc. ("Jetty") and/or the
other parties thereto, pursuant to which Canopy Sub has acquired the right,
exercisable upon federal permissibility of THC in the United States or such
earlier date as Canopy Sub may elect, to acquire up to 100% of the equity
interests in Jetty.
Under the Option Agreements, Canopy Growth will make aggregate upfront payments
in the amount of approximately USD$69 million through a combination of cash and
Canopy Growth common shares, a majority of which will be Canopy Growth common
shares, in exchange for approximately 75% of the equity interests in Jetty,
subject to certain adjustments. Upon exercise of the rights to acquire up to
100% of the equity interests in Jetty covered by the first option agreement,
Canopy Growth will make an additional payment pursuant to the terms of the
Option Agreements, to be satisfied through a combination of cash and Canopy
Growth common shares.
Until such time as Canopy Sub elects to exercise its rights to acquire Jetty,
Canopy Growth and Canopy Sub will have no direct or indirect economic or voting
interests in Jetty, Canopy Growth and Canopy Sub will not directly or indirectly
control Jetty, and Canopy Growth and Canopy Sub, on the one hand, and Jetty, on
the other hand, will continue to operate independently of one another.
Item 8.01 Other Events.
On May 18, 2022, Canopy Growth issued a press release announcing its plan to
acquire Jetty. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release dated May 18, 2022
104 Cover Page Interactive Data File-the cover page XBRL tags are
embedded within the Inline XBRL document.
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