OGI Organigram Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ORGANIGRAM HOLDINGS INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

68620P101

(CUSIP Number)

John R. Whitener

BT DE Investments Inc.

103 Foulk Road, Suite 111

Wilmington, DE 19803

(302) 656-1950

With a copy to:

Randall A. Hanson, Esq.

F. Reid Avett, Esq.

Womble Bond Dickinson (US) LLP

One West 4^th Street

Winston-Salem, NC 27101

(336) 721-3600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 10, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Statement on Schedule 13D is filed with respect to 58,336,392 common shares, no par value (the “Shares”), of Organigram Holdings Inc. (the “Issuer”), held by BT DE Investments Inc. (the “Purchaser”). The Purchaser is a wholly owned subsidiary of BATUS Holdings Inc., which is a wholly owned subsidiary of Louisville Securities Limited, which is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2012) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of British American Tobacco p.l.c. (“BAT”). BAT and the aforementioned wholly owned subsidiaries of BAT are collectively referred to herein as the “BAT Entities”.

This Statement on Schedule 13D is being filed in connection with the acquisition by the Purchaser of the Shares pursuant to a Subscription Agreement dated as of March 10, 2021, between the Purchaser and the Issuer (the “Subscription Agreement”).

ITEM 1. SECURITY AND ISSUER

The class of equity securities to which this statement relates is the Shares of the Issuer. The name of the Issuer is Organigram Holdings Inc. and the principal executive office of the Issuer is located at 35 English Drive, Moncton, New Brunswick Canada E1E 3X3.

ITEM 2. IDENTITY AND BACKGROUND

(a) - (c) This statement is being filed jointly by the Purchaser and BAT (together, the “Reporting Persons”). An agreement among the Reporting Persons that this Statement on Schedule 13D be filed on behalf of each of them is attached hereto as Exhibit 99.1.

The name, state or other place of organization and address of the principal office of each of the Reporting Persons and the other BAT Entities are set forth on Schedule A attached hereto and are incorporated herein by reference. The BAT Entities operate a leading consumer-centric, multi-category consumer goods business dedicated to stimulating the senses of adult consumers worldwide. Alongside the BAT Entities’ traditional cigarette products, the group’s portfolio of non-combustible products includes alternatives such as vapour products, tobacco heating products, and modern oral pouches, as well as traditional oral products such as snus and moist snuff.

The name, citizenship, business address, present principal occupation or employment, and the name, business address and principal business of any corporation or other organization in which such employment is conducted, of each director and executive officer of the BAT Entities (collectively referred to herein as the “BAT Directors and Officers”) are set forth on Schedule B attached hereto and incorporated herein by reference.

(d) During the last five years, neither any of the BAT Entities nor, to the knowledge of the Reporting Persons, any of the BAT Directors and Officers, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the BAT Entities nor, to the knowledge of the Reporting Persons, any of the BAT Directors and Officers, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On March 10, 2021, the Purchaser subscribed for and purchased the Shares at a price of C$3.79 per Share, for an aggregate purchase price of approximately C$221.2 million, pursuant to the Subscription Agreement (the (“Transaction”). The source of funds for such purchase was dividends from other U.S. subsidiaries of BAT.

ITEM 4. PURPOSE OF TRANSACTION

The Purchaser entered into the Transaction as part of a strategic investment in the Issuer. The Purchaser intends to review its investment in the Issuer on a continuing basis and may, subject to the terms of the Investor Rights Agreement (as defined below), depending upon a number of factors including market and other conditions, increase or decrease its beneficial ownership, degree of control or influence, direction or economic exposure over securities of the Issuer through market transactions, private agreements, treasury issuances, exercise of options, convertible securities, derivatives, swaps or otherwise.

Pursuant to the Investor Rights Agreement, dated March 10, 2021, between the Purchaser and the Issuer entered into in connection with the Transaction (the “Investor Rights Agreement”), the Purchaser has the right to nominate up to 20% of the board of directors of the Issuer (the “Board”), subject to the Purchaser maintaining certain share ownership thresholds. One nominee of the Purchaser, Mr. Jeyan Heper, was appointed on March 10, 2021 and a second nominee is expected to be appointed to the Board in due course. The Purchaser may, subject to the terms and conditions of its nomination rights, replace its nominee directors from time to time. In addition, the Purchaser will be provided with certain governance rights, so long as it maintains certain share ownership thresholds, including pre-emptive rights, top-up rights and customary piggyback registration rights. The Purchaser may engage with the Board regarding the Issuer’s business and prospects.

The Purchaser and the Issuer are parties to a Collaboration Agreement, pursuant to which the Purchaser and the Issuer and their affiliates have agreed to jointly develop products, intellectual property or technologies the parties mutually agree to develop. See Item 6 of this Statement on Schedule 13D for more information on the Collaboration Agreement.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The Issuer and the Purchaser are parties to the Investor Rights Agreement. Pursuant to, and on the terms and conditions of, the Investor Rights Agreement:

The Investor Rights Agreement will terminate upon the earliest of the BAT Group Permitted Holders ceasing to hold any shares in the capital of the Company, by the mutual consent of the Issuer and the Purchaser or the dissolution or liquidation of the Issuer.

The Issuer and the Purchaser are parties to the Subscription Agreement, pursuant to which the Purchaser subscribed for and purchased the Shares at a price of C$3.79 per Share, for an aggregate purchase price of approximately C$221.2 million.

The foregoing descriptions are summaries of the material terms of the Investor Rights Agreement and Subscription Agreement and are qualified in in their entirety by the full terms and conditions of the Investor Rights Agreement and Subscription Agreement, which are incorporated herein by reference.

The Purchaser and the Issuer are parties to a Collaboration Agreement, pursuant to which the Purchaser and the Issuer and their affiliates have agreed to jointly develop products, intellectual property or technologies the parties mutually agree to develop. The Issuer has agreed to reserve approximately C$30 million from the proceeds of the Transaction to fulfill its obligations under the Collaboration Agreement. The Purchaser and its affiliates will own all intellectual property developed under this collaboration and will grant to the Issuer a perpetual, global license to all such intellectual property. Each party has also agreed to grant to the other a non-exclusive, perpetual and irrevocable license to certain existing intellectual property of such party and its affiliates for purposes of conducting the development activities and exploiting the products, technologies and intellectual property created by the collaboration, subject to certain restrictions. The Reporting Persons expect that affiliates of BAT and the Issuer may negotiate additional arms-length commercial arrangements in the future.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 19, 2021