Current Report Filing (8-k)
October 13 2021 - 4:49PM
Edgar (US Regulatory)
0001643154
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0001643154
2021-10-13
2021-10-13
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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): October 13, 2021
IANTHUS
CAPITAL HOLDINGS, INC.
(Name of registrant in its
charter)
British Columbia, Canada
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000-56228
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98-1360810
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(State or jurisdiction of
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(Commission File
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(IRS Employer
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incorporation or organization)
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Number)
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Identification No.)
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420 Lexington Avenue, Suite
414
New York, NY 10170
(Address of principal executive
offices)
(646) 518-9411
(Registrant’s telephone
number, including area code)
N/A
(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 (See General Instructions A.2 below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether
the registrant is an emerging growth company 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 8.01 Other
Events.
On October 13,
2021, iAnthus Capital Holdings, Inc. (the “Company”) issued a press release with respect to the Notice of Application
filed in the Ontario Superior Court of Justice (the “Court”) by Gotham Green Partners, LLC and Gotham Green Admin 1,
LLC (the “Applicants”). On October 12, 2021, the Court granted the declaration sought by the Applicants. Specifically, the
Court granted the Applicants’ relief sought and ordered that the Outside Date (as defined in the Restructuring Support Agreement)
for closing the Company’s contemplated recapitalization transaction (the “Recapitalization Transaction”) to be
implemented by way of a court-approved plan of arrangement (“Plan of Arrangement”) as set forth in the Restructuring Support
Agreement by and among the Company, its subsidiaries, the holders of the Company’s 13% senior secured convertible debentures
and a majority of the holders of the Company’s 8% convertible unsecured debentures, dated July 10, 2020, as amended on
June 15, 2021 (as amended, the “Restructuring Support Agreement”) be extended to the date on which any regulatory approval
or consent condition to implementation of the Plan of Arrangement is satisfied or waived. The Company has the right to appeal the decision
to the Ontario Court of Appeal on or prior to 30 days from the date the decision by the Court was released and is considering the merits
of an appeal.
The Applicants are subject to a stay that, among other
things, prevents any party to the Restructuring Support Agreement from advancing or impeding
the regulatory process for the closing of the Recapitalization Transaction for a period of 48 hours
after the release of the decision by the Court.
State-level
regulatory approvals remain outstanding in Florida, Massachusetts, New York and Maryland.
A copy of the press release
is attached hereto as Exhibit 99.1, and the information contained therein is incorporated by reference into this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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IANTHUS CAPITAL HOLDINGS, INC.
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Date: October 13, 2021
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By:
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/s/ Randy Maslow
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Randy Maslow
Interim Chief Executive Officer
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