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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