UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2020
|
|
|
|
|
ACREAGE HOLDINGS, INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
Commission File Number: 000-56021
|
|
|
|
|
|
|
British Columbia, Canada
|
98-1463868
|
|
(State or other jurisdiction of incorporation)
|
(IRS Employer Identification No.)
|
|
|
|
|
366 MADISON AVENUE, 11TH FLOOR
NEW YORK, NEW YORK, 10017, UNITED STATES
|
|
(Address of principal executive offices, including zip code)
|
|
|
|
(646) 600-9181
|
|
(Registrant’s telephone number, including area code)
|
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:
|
|
|
|
|
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Subordinate Voting Shares, no par value
|
|
ACRGF
|
|
OTC Markets Group Inc.
|
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.02
|
Termination of a Material Definitive Agreement.
|
On April 3, 2020, Acreage Holdings, Inc. (the “Company”) announced the termination of the Agreement and Plan of Merger entered into on April 18, 2019, by and among Deep Roots Medical LLC (“Deep Roots”), High Street Capital Partners, LLC, an indirect subsidiary of the Company, Challenger Merger Sub, LLC and DRM Member Representative LLC, solely in its capacity as the Member Representative, as amended by that certain First Amendment to the Agreement and Plan of Merger, dated as of July 22, 2019 (the “Deep Roots Merger Agreement”). Deep Roots exercised its right to terminate the Deep Roots Merger Agreement following March 31, 2020, the end date for consummating the transaction. The Deep Roots Merger Agreement was terminated due to the ongoing moratorium imposed by the Nevada Department of Taxation. The delay prevented the parties from obtaining the consents, approvals and authorizations necessary to consummate the merger prior to the outside date provided in the Deep Roots Merger Agreement.
SIGNATURE
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.
|
|
|
|
|
|
Date: April 6, 2020
|
/s/ Glen Leibowitz
|
|
Glen Leibowitz
Chief Financial Officer
|