S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on June 27, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TRULIEVE CANNABIS CORP.

(Exact name of registrant as specified in its charter)


British Columbia		84-2231905
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

6749 Ben Bostic Road

Quincy, FL 32351

(Address of principal executive offices)

Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan

(Full title of the plan(s))

Kim Rivers

Chairman, President and Chief Executive Officer

Trulieve Cannabis Corp.

6749 Ben Bostic Road

Quincy, FL 32351

(Name and address of agent for service)

(850) 480-7955

(Telephone number, including area code, of agent for service)

Copies to:

Derek Siegel

DLA Piper (Canada) LLP

Suite 6000, 1 First Canadian Place

PO Box 367, 100 King St W

Toronto, Ontario

M5X 1E2 Canada

(212) 335-4500

Christopher P. Giordano

Penny Minna

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020-1104

(212) 335-4500

Eric Powers, Esq.

Trulieve Cannabis Corp.

6749 Ben Bostic Road

Quincy, FL 32351

(850) 480-7955

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (“Registration Statement”) is being filed for the purpose of registering an additional 10,000,000 Subordinate Voting Shares, no par value (“Shares”), of Trulieve Cannabis Corp. (the “Company”) reserved for issuance under the Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan (the “Plan”), the amendment and restatement of which was approved by shareholders on June 14, 2023, at the Company’s 2023 Annual Meeting of Shareholders. These additional Shares are additional securities of the same class as other securities for which an original registration statement (File No. 333-259175) on Form S-8 was filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 31, 2021 (the “Original Registration Statement”).

Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statement, are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements, with respect to securities offered pursuant to the Plan, are hereby incorporated by reference.

The following documents filed by the Registrant are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K as of and for the year ended December 31, 2022, filed with the Commission on March 8, 2023 (File No. 000-56248), including the description of Registrant’s Common Stock contained in Exhibit 4.11 thereto and any amendments or supplements thereto;

(b) The information specifically incorporated by reference into the Form 10-K for the fiscal year ended December 31, 2022 from the Registrant’s proxy statement dated May 1, 2023, filed with the Commission on May 1, 2023 (File No. 000-56248), including any amendments or supplements thereto;

(c) The Registrant’s Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2023, filed with the Commission on May 10, 2023 (File No. 000-56248);

(d) The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 13, 2023, March 8, 2023, April 5, 2023, May 1, 2023, May 10, 2023, June 20, 2023 and June 20, 2023 (in each case, File No. 000-56248); and

(e) The description of the Registrant’s capital stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 000-56248), filed with the Commission on February 2, 2021, including any amendment or report filed with the Commission hereafter for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered by this Registration Statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the dates of filing of those documents.

Under no circumstances will any information furnished under items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

You may request a copy of the filings incorporated by reference herein, at no cost, by writing or telephoning the Registrant at:

Trulieve Cannabis Corp.

6749 Ben Bostic Road

Quincy, FL 32351

(850) 480-7955

You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.

Item 8.

Exhibits.


Exhibit number		Description

4.1		Articles of Trulieve Cannabis Corp., as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252052)).

4.2		Subordinate Voting Shares Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252052)).

4.3		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.11 to the Registrant’s Annual Report on Form 10-K (File No. 000-56248)).

4.4‡		Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan (incorporated by references to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 000-56248)).

5.1*		Opinion of DLA Piper (Canada) LLP.

23.1*		Consent of Marcum LLP.

23.2*		Consent of DLA Piper (Canada) LLP (included in Exhibit 5.1).

23.3*		Consent of MNP LLP

24.1*		Power of attorney (included on signature page of this Registration Statement).

107*		Filing Fee Table

‡	Management contract or compensatory plan or arrangement.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, The State of Florida, on the 27th day of June, 2023.


TRULIEVE CANNABIS CORP.

By:		/s/ Kim Rivers
		Kim Rivers
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Kim Rivers and Eric Powers as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Kim Rivers Kim Rivers	Director, President and Chief Executive Officer (Principal Executive Officer)	June 27, 2023

/s/ Ryan Blust Ryan Blust	Interim Chief Financial Officer (Principal Financial and Accounting Officer)	June 27, 2023

/s/ Giannella Alvarez Giannella Alvarez	Director	June 27, 2023

/s/ Thad Beshears Thad Beshears	Director	June 27, 2023

/s/ Peter Healy Peter Healy	Director	June 27, 2023

/s/ Richard May Richard May	Director	June 27, 2023

/s/ Thomas Millner Thomas Millner	Director	June 27, 2023

/s/ Jane Morreau Jane Morreau	Director	June 27, 2023

/s/ Susan Thronson Susan Thronson	Director	June 27, 2023