UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 19, 2021, Canopy Growth Corporation (the “Company”) announced strategic changes to its Executive Management Committee. Mike Lee, Executive Vice President and Chief Financial Officer of the Company, and Rade Kovacevic, President and Chief Product Officer of the Company, stepped down from their respective roles on the Executive Management Committee and as officers of the Company, effective November 18, 2021, and each is expected to depart from the Company on December 31, 2021. In the interim, they will serve in an advisory capacity to support transition. The Company has initiated an external search for both roles. Mr. Lee’s decision to leave the Company is not a result of any disagreement on any matter relating to the Company’s financial statement disclosure; accounting policies, procedures, estimates, or judgments; or internal controls.
Consistent with their employment agreements, the Company and each of Messrs. Lee and Kovacevic have entered into a release in favor of the Company. The Company has also entered into letter agreements with each of Messrs. Lee and Kovacevic, which provide that each’s employment will continue until December 31, 2021, following which their departures will be treated as other than for cause in accordance with the terms their respective employment agreements and as disclosed in the Company’s 2021 Proxy Statement; provided that the salary continuance period will be reduced by their period of continued employment.
Effective upon Mr. Lee stepping down, Judy Hong, the Company’s Vice President, Investor Relations & Competitive Intelligence, was appointed to serve as Interim Chief Financial Officer. Ms. Hong, 50, joined the Company in December 2019. In addition to leading the Company’s Investor Relations team, Ms. Hong also serves as Chief of Staff to the Company’s Chief Executive Officer and is a member of the Executive Management Committee. Prior to joining the Company, Ms. Hong spent over 20 years at Goldman Sachs & Co., having most recently served as a Managing Director of its Global Investment Research Division until September 2019. Ms. Hong holds a Master of Business Administration in Finance from the NYU Stern School of Business and a Bachelor of Science in Communications from Cornell University.
No changes have been made to Ms. Hong’s base compensation or incentive targets as result of this appointment. Ms. Hong will receive a premium in pay in the form of a USD$25,000 recurring monthly bonus for the duration of the interim appointment. There are no arrangements or understandings between Ms. Hong and any other person pursuant to which she was selected as Interim Chief Financial Officer. Ms. Hong does not have any family relationships with any of the Company’s directors, executive officers, or other person nominated or chosen by the Company to become a director or executive officer. There are no transactions between Ms. Hong and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On November 19, 2021, the Company issued a press release relating to the matters described in Item 5.02 of this this Current Report on Form 8-K (“Current Report”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein solely for purposes of this Item 7.01 disclosure.
The information set forth and incorporated by reference in Item 7.01 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth and incorporated by reference in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this Current Report. Examples of such statements include statements with respect to the timing of Messrs. Lee and Kovacevic’s departures from the Company and their service to the Company prior such departures.
Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial and stock markets; risks related to infectious diseases, including the impacts of the COVID-19 pandemic; legal and regulatory risks inherent in the cannabis industry, including the global regulatory landscape and enforcement related to cannabis; political risks and
risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws regulations and policies; public opinion and perception of the cannabis industry; and such other risks contained in the public filings of the Company filed with the Securities and Exchange Commission (“SEC”) and available on EDGAR at www.sec.gov/edgar and with Canadian securities regulators and available on the issuer profile of the Company on SEDAR at www.sedar.com, including under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021 as such factors may be updated in subsequently filed Quarterly Reports on Form 10-Q and other filings the Company makes with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report and in the filings.
In respect of the forward-looking statements and information concerning the timing of Messrs. Lee and Kovacevic’s departures from the Company and their service to the Company prior such departures, the Company has provided such statements and information in reliance on certain assumptions that the Company believes are reasonable at this time. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this Current Report are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames. Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information and forward-looking statements included in this Current Report are made as of the date of this Current Report and the Company does not undertake any obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release dated November 19, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| CANOPY GROWTH CORPORATION | ||
| By: | /s/ David Klein | |
| David Klein Chief Executive Officer | ||
Date: November 24, 2021
Exhibit 99.1
Canopy Growth Announces Changes to Executive Management Team
Changes are designed to drive execution against the Company’s strategic priorities
(November 19, 2021) SMITHS FALLS, ON—Canopy Growth Corporation (“Canopy Growth” or “the Company”) (TSX:WEED) (NASDAQ:CGC), a world-leading diversified cannabis, hemp, and cannabis device company, today announced strategic changes to its Executive Management Committee. Effective immediately, Mike Lee, Executive Vice President and Chief Financial Officer, and Rade Kovacevic, President and Chief Product Officer will be stepping down from their respective roles on the Executive Management Committee and will depart from the company on December 31, 2021. In the interim, they will serve in an advisory capacity to support transition.
“These decisions reflect Management and the Board’s vision for building a best-in-class organization that is well-positioned to deliver long-term growth and shareholder value,” said David Klein, CEO, Canopy Growth. “We appreciate Mike and Rade’s contributions to advancing Canopy Growth to our position as a cannabis industry leader.”
The Company has initiated an external search for both roles and to support a seamless transition has named Judy Hong as interim Chief Financial Officer and Tara Rozalowsky as interim Chief Product Officer. In addition to serving as members of the company’s Executive Management Committee, both will report directly to CEO David Klein effective immediately.
“Judy and Tara are established leaders who have played pivotal roles during their tenure at Canopy Growth. I am confident in their ability to execute against our strategic priorities as we accelerate our path to profitability,” added David Klein, CEO.
About Judy Hong – Interim Chief Financial Officer:
Since joining Canopy Growth in 2019 as the Vice President, Investor Relations & Competitive Intelligence, Judy has strengthened Canopy’s capital market presence by leveraging her extensive experience from Goldman Sachs & Co., where she spent more than 20 years focused on the consumer-packaged goods sector, and notably held the role of Managing Director of the Global Investment Research Division. In addition to leading Canopy’s Investor Relations team, Judy also serves as Chief of Staff to the CEO and is a member of the Executive Management Committee.
About Tara Rozalowsky – Interim Chief Product Officer:
A seasoned marketing and sales executive, Tara has held leadership positions with iconic global CPG companies including S.C. Johnson, and most recently, ConAgra. At Canopy, she has held the role of Vice President, Beverage and Edibles and has successfully launched a portfolio of award-winning products and brands, including Martha Stewart CBD, and Quatreau, Canopy Growth’s first CBD-infused beverage line.
More Information
Media Contact:
Nik Schwenker
nik.schwenker@canopygrowth.com
Investor Contact:
Tyler Burns
Director, Investor Relations
tyler.burns@canopygrowth.com
About Canopy Growth Corporation
Canopy Growth (TSX:WEED, NASDAQ:CGC) is a world-leading diversified cannabis and cannabinoid-based consumer product company, driven by a passion to improve lives, end prohibition, and strengthen communities by unleashing the full potential of cannabis. Leveraging consumer insights and innovation, we offer product varieties in high-quality dried flower, oil, softgel capsule, infused beverage, edible, and topical formats, as well as vaporizer devices by Canopy Growth and industry-leader Storz & Bickel. Our global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its colour-coded classification system and is a market leader in both Canada and Germany. Through our award-winning Tweed and Tokyo Smoke banners, we reach our adult-use consumers and have built a loyal following by focusing on top quality products and meaningful customer relationships. Canopy Growth has entered into the health and wellness consumer space in key markets including Canada, the United States, and Europe through BioSteel sports nutrition, and This Works skin and sleep solutions; and has introduced additional hemp-derived CBD products to the United States through our First & Free and Martha Stewart CBD brands. Canopy Growth has an established partnership with Fortune 500 alcohol leader Constellation Brands. For more information visit www.canopygrowth.com.
Notice Regarding Forward-Looking Information
This press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable U.S. and Canadian securities laws (collectively, “forward-looking statements”), which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “strategy,” “estimate,” “expect,” “project,” “projections,” “forecasts,” “plans,” “seeks,” “anticipates,” “potential,” “proposed,” “will,” “should,” “could,” “would,” “may,” “likely,” “designed to,” “foreseeable future,” “believe,” “scheduled” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, financial results, results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause actual
outcomes or results to differ materially from those indicated in these statements. A discussion of some of the material factors applicable to Canopy Growth Corporation (“Canopy”) can be found under the section entitled “Risk Factors” in Canopy’s Annual Report on Form 10-K for the year ended March 31, 2021, filed with the Securities and Exchange Commission and with applicable Canadian securities regulators, as such factors may be further updated from time to time in its periodic filings with the Securities and Exchange Commission and with applicable Canadian securities regulators, which can be accessed at www.sec.gov/edgar and www.sedar.com, respectively. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the filings. Any forward-looking statement included in this press release is made as of the date of this press release and, except as required by law, Canopy disclaims any obligation to update or revise any forward- looking statement. Readers are cautioned not to put undue reliance on any forward-looking statement. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
Document and Entity Information |
Nov. 18, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Canopy Growth Corp |
| Entity Tax Identification Number | 00-0000000 |
| Amendment Flag | false |
| Entity Central Index Key | 0001737927 |
| Document Type | 8-K |
| Document Period End Date | Nov. 18, 2021 |
| Entity Incorporation State Country Code | Z4 |
| Entity File Number | 001-38496 |
| Entity Address, Address Line One | 1 Hershey Drive |
| Entity Address, City or Town | Smiths Falls |
| Entity Address, State or Province | ON |
| Entity Address, Postal Zip Code | K7A 0A8 |
| City Area Code | (855) |
| Local Phone Number | 558-9333 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Shares, no par value |
| Trading Symbol | CGC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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