Canopy Growth Corp
For the period ended Dec 31, 2025. Filed Feb 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 6, 2026
CGC$0.65-3.6%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001193125-25-270960
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-06.
0001193125-26-040275
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 13 previous paragraphs and 21 current paragraphs.
12 unchanged; 1 reworded; 8 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
There can be no certainty that all conditions to the MTL Arrangement will be satisfied or waived.
Current report
There can be no certainty, nor can the Company provide any assurance, that all conditions precedent contained in the MTL Arrangement Agreement will be satisfied or waived. The MTL Arrangement is subject to certain conditions precedent which, among other things, includes the receipt of MTL shareholder and regulatory approval. There can be no certainty, nor can the Company provide any assurance, that these conditions will be satisfied, or if satisfied, when they will be satisfied. If such conditions precedent are not satisfied, it may result in the acquisition of MTL not being completed. In such event, the price of the Canopy Shares may decline to the extent that the current market price of the Canopy Shares reflects a market assumption that the acquisition of MTL will be completed and that we will realize certain anticipated benefits of the acquisition.
Current report
In the event Acreage or Wana, as guarantor, cannot satisfy the debt obligations as they become due, the Acreage and Wana Debt may not be repaid and the Company may lose the entirety of its investment in the Acreage and Wana Debt, and, in the event Acreage or Wana are unable to continue as a going concern, which may occur in the event that the ARCA Lender enforces its security over the Acreage and Wana Debt, there would be a negative impact on Canopy USA’s business, financial results and operations and have an adverse impact on the Company’s U.S. strategy, and, potentially, negatively affect the share price of the Canopy Shares.
Current report
Acreage is currently in default under the Third ARCA. The portion of the Acreage and Wana Debt owing to the ARCA Lender ranks in priority to the portion of the Acreage and Wana Debt owing to the Company and may be exercised by the ARCA Lender over the assets pledged as security under the Acreage and Wana Debt. In the event that the lenders exercise any remedies under the Third ARCA, the Acreage and Wana Debt may not be repaid, and the Company may lose the entirety of its investment in the Acreage and Wana Debt. In addition, Acreage and/or Wana may be required to terminate or significantly curtail their operations or enter into arrangements with third parties that may require Acreage and/or Wana to relinquish rights to certain aspects of their business and/or dispose of certain assets, which would have a negative impact on Canopy USA’s business, financial results and operations and have an adverse impact on the Company’s U.S. strategy, and, ultimately, the Company’s financial results and operations.
Current report
In the event Acreage or Wana are unable to continue as a going concern, which may occur in the event that the ARCA Lender enforces its security over the Acreage and Wana Debt, this would have a negative impact on Canopy USA’s business, financial results and operations and have an adverse impact on the Company’s U.S. strategy, and, potentially, negatively affect the share price of the Canopy Shares.
Current report
Acreage’s and Wana’s continuation as a going concern is dependent upon their continued operations, which in turn is dependent upon, among other things, Acreage’s and Wana’s ability to meet their financial requirements. There is no assurance that Acreage or
Current report
Wana will be successful in their plans to fund their operations and debt obligations as they become due and payable, which for greater certainty includes the debt obligations in favor of the Company in connection with the Acreage and Wana Debt.
Current report
As of December 31, 2025, the aggregate principal amount of the Acreage and Wana Debt outstanding was approximately $274.8 million (US$200.5 million), of which approximately $166.5 million (US$121.5 million) was owing to the Company and such amount is subordinate to approximately $108.3 million (US$79.0 million) owed to the ARCA Lender.
Reworded paragraphs (1)
Previous wording
The Company's revenue from medical cannabis sales could potentially decline due to changes announced in the Government of Canada's proposed 2025 federal budget released on November 4, 2025 (the "2025 Budget"). Among other things, the 2025 Budget proposes adjusting medical cannabis benefits by decreasing the reimbursement rate for medical cannabis offered by the Royal Canadian Mounted Police (the "RCMP") and Veterans Affairs Canada ("VAC") to eligible RCMP members and veterans respectively, from $8.50 per gram to $6.00 per gram (the “Proposed Reimbursement Adjustment”). The 2025 Budget is expected to be voted on by the House of Commons in November 2025. The Company cannot predict the entire impact of the Proposed Reimbursement Adjustment or the date upon which the Proposed Reimbursement Adjustment would be implemented if the 2025 Budget is passed. The decreased reimbursement rate for eligible RCMP members and veterans will require that these RCMP members and veterans pay for any un-reimbursed cost of medical cannabis unless we reduce the price of our medical cannabis products. As such, there is a risk that our medical cannabis revenues and gross margins may materially decline if the 2025 Budget passes. This reduction could adversely impact the Company's profitability, financial performance and cash flow.
Current wording
The Company’s revenue from medical cannabis sales could potentially decline due to changes announced in the Government of Canada’s proposed 2025 federal budget released on November 4, 2025 (the “2025 Budget”). Among other things, the 2025 Budget proposes adjusting medical cannabis benefits by decreasing the reimbursement rate for medical cannabis offered by the Royal Canadian Mounted Police (the “RCMP”) and Veterans Affairs Canada (“VAC”) to eligible RCMP members and veterans respectively, from $8.50 per gram to $6.00 per gram (the “Proposed Reimbursement Adjustment”). The Company cannot predict the entire impact of the Proposed Reimbursement Adjustment or the date upon which the Proposed Reimbursement Adjustment would be implemented if the 2025 Budget is passed. The decreased reimbursement rate for eligible RCMP members and veterans will require that these RCMP members and veterans pay for any un-reimbursed cost of medical cannabis unless we reduce the price of our medical cannabis products. As such, there is a risk that our medical cannabis revenues and gross margins may materially decline if the 2025 Budget passes. This reduction could adversely impact the Company’s profitability, financial performance and cash flow.