Canopy Growth Corp

S-11 tm2413546-1_s1.htm S-1

As filed with the Securities and Exchange Commission on May 7, 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 May 7, 2024.

Prospectus

1,086,279 Common Shares

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This prospectus relates to the offer and sale from time to time of up to 1,086,279 of our common shares (the “Shares”) by the selling securityholders listed in the section of this prospectus entitled “Selling Securityholders” ​(the “Selling Securityholders”). The Shares were issued to the Selling Securityholders on April 30, 2024 pursuant to the terms of (i) certain option agreements (the “Initial Option Agreements”) entered into by certain of our former subsidiaries (collectively, the “Elevate Entities”) whereby the Elevate Entities acquired an option (the “Wana Option”) to acquire all of the membership interests of Wana Wellness, LLC (“Wana Wellness”), The CIMA Group, LLC (“CIMA”) and Mountain High Products, LLC (“MHP” and, collectively with Wana Wellness and CIMA, “Wana”) and (ii) the Second A&R First Amendment (as defined below). We transferred our ownership interests in the Elevate Entities to Canopy USA, LLC (“CUSA”) and accordingly we entered into an amendment to the Initial Option Agreements (the “First Amendment”) with CUSA and the Elevate Entities and the other parties named therein. The First Amendment was amended and restated on May 19, 2023 and was subsequently amended and restated on April 30, 2024 (the “Second A&R First Amendment”). Pursuant to the terms of the Second A&R First Amendment, the Selling Securityholders agreed to reduce the exercise price for the Wana Option and in exchange, among other things, we agreed to issue such number of our common shares (“Common Shares”) as is equal to US$10,667,259.78.

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 12 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 May 6, 2024, the closing price of our Common Shares on the Nasdaq Global Select Market was US$9.72 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