Canopy Growth Corp

S-11 tm242252-1_s1.htm S-1

As filed with the Securities and Exchange Commission on January 26, 2024

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

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CANOPY GROWTH CORPORATION

(Exact name of registrant as specified in its charter)

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1 Hershey Drive

Smiths Falls, Ontario, Canada K7A 0A8

(855) 558-9333

Attention: Corporate Secretary

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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CT Corporation System

1015 15th Street N.W., Suite 1000

Washington DC 20005

(202) 572-3100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated January 26, 2024.

Prospectus

16,317,020 Common Shares

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This prospectus relates to the offer and sale from time to time of up to 16,317,020 of our common shares by the selling securityholders listed in the section of this prospectus entitled “Selling Securityholders” ​(the “Selling Securityholders”), which is comprised of: (i) 8,158,510 common shares, (ii) 1,909,600 common shares underlying our Series A Warrants (as defined below) and (iii) 6,248,910 common shares underlying our Series B Warrants (as defined below), in each case, held by the Selling Securityholders (such common shares collectively, the “Shares”). Our common shares (“Common Shares”) and Warrants (as defined below) were issued to the Selling Securityholders pursuant to a private placement of our units on January 19, 2024 (the “Private Placement”). Pursuant to the Private Placement, we issued 8,158,510 units of the Company (the “Units”), with each Unit consisting of (a) one Common Share and (b)(i) one Series A Common Share purchase warrant (each a “Series A Warrant” and, collectively, the “Series A Warrants”) or (ii) one Series B Common Share purchase warrant (each a “Series B Warrant” and, collectively, the “Series B Warrants”). The Series A Warrants and the Series B Warrants are collectively referred to herein as the “Warrants”. Each of the Warrants is exercisable for one Common Share at an exercise price of US$4.83. The Series A Warrants and the Series B Warrants are identical, except the Series A Warrants are exercisable for a period that commenced on January 19, 2024 and will end on January 19, 2029, and the Series B Warrants are exercisable for a period commencing on July 19, 2024 and ending on July 19, 2029.

Our registration for resale of the Shares covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the Shares. The Selling Securityholders may sell the Shares covered by this prospectus in a number of different ways and at varying prices. For additional information on the possible methods of sale that may be used by the Selling Securityholders, you should refer to the section of this prospectus entitled “Plan of Distribution” beginning on page 11 of this prospectus. We will not receive any of the proceeds from the resale of Shares sold by the Selling Securityholders.

You should read this prospectus carefully before you invest in our Common Shares.

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Investing in our Common Shares involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus.

Our Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “WEED” and on the Nasdaq Global Select Market under the symbol “CGC.” On January 25, 2024, the closing price of our Common Shares on the Nasdaq Global Select Market was US$4.65 per share.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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The date of this prospectus is , 2024