Current Report Filing (8-k)
January 10 2022 - 7:59AM
Edgar (US Regulatory)
0001643154
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A1
0001643154
2022-01-06
2022-01-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 6, 2022
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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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
January 6, 2022, the Company’s board of directors (the “Board”) approved the terms of a Long-Term Incentive Program
recommended by the Board’s compensation committee and pursuant to which the Company will allocate to certain employees (including
executive officers) of the Company and its subsidiaries restricted stock units (“RSUs”) and option awards up to, in the aggregate,
five and seventy-five hundredths percent (5.75%) of the fully diluted equity of the Company under the Company’s Amended and Restated
Omnibus Incentive Plan dated October 15, 2018 (“LTIP Awards”) in order to attract and retain such employees. The allocations
of the LTIP Awards are contingent upon, and will occur within ten days following, the closing of the Recapitalization Transaction contemplated
by the Restructuring Support Agreement, as previously disclosed in the Company’s filings with the U.S. Securities and Exchange Commission
on April 1, 2021. Upon the consummation of the Recapitalization Transaction, the Company’s current stock options will be canceled.
On
January 7, 2022, the Company issued a press release announcing the Board’s approval of the terms of the LTIP Awards. 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: January 10, 2022
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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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