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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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British Columbia, Canada
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98-1463868
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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366 Madison Avenue, 11th Floor
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New York
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New York
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10017
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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Smaller reporting company
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☐
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Emerging growth company
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☒
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(i)
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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
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(ii)
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
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(iii)
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
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(1)
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Fees billed for services by Marcum LLP primarily for financial diligence for transactions.
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November 14 - December 31, 2018
(US$)
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January 1 - October 3, 2019 (US$)
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Audit Fees
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$500,000
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$106,690
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Audit Related Fees
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—
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$425,769
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Tax Fees
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—
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—
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All Other Fees
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$29,000(1)
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$92,370
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(1)
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Fees billed for services by MNP LLP in 2019 for preparation of a shelf prospectus, the management information circular, consent fees and due diligence relating to transactions; in 2018, the fees billed were in connection with matters related to the RTO.
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August 31, 2018
(C$)
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September 1 -November 14, 2018(1)
(C$)
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Audit Fees
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$6,300
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—
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Audit Related Fees(2)
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$4,200
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—
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Tax Fees(3)
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$1,575
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—
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All Other Fees
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—
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—
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(1)
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In connection with the completion of the RTO, the Company’s year end was changed from August 31 to December 31, 2018. Fees billed for audit services from the period from completion of the Company’s year end prior to completion of the RTO to the completion of the Company’s post-RTO year end.
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(2)
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Fees billed for assurance and related services by RSM Canada LLP in connection with the Company’s interim review procedures.
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(3)
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Fees billed for professional services rendered by RSM Canada LLP for tax compliance, tax advice, and tax planning for the subject year.
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Incorporated by Reference
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Exhibit No.
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Description of Document
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Schedule Form
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File Number
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Exhibit
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Filing Date
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Filed or Furnished Herewith
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||||||||
2.1
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Arrangement Agreement between Canopy Growth Corporation and Acreage Holdings Inc. dated April 18, 2019.†
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6-K
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000-56021
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4/30/2019
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2.2
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First Amendment to Arrangement Agreement between Canopy Growth Corporation and Acreage Holdings, Inc., dated May 15, 2019.
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6-K
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000-56021
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6/20/2019
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2.3
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Agency Agreement, between Canaccord Genuity Corp. and Acreage Holdings, Inc., dated February 10, 2020.
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8-K
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000-56021
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2/13/2020
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3.1
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Articles of Incorporation.
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10-K
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000-56021
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5/29/2020
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4.1
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Form of Indenture.
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F-10
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333-232313
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6/24/2019
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4.2
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Credit Agreement dated February 7, 2020.
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8-K
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000-56021
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2/13/2020
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4.3
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Special Warrant Indenture, between Acreage Holdings, Inc. and Odyssey Trust Company, dated February 10, 2020.
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8-K
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000-56021
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2/13/2020
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Incorporated by Reference
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Exhibit No.
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Description of Document
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Schedule Form
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File Number
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Exhibit
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Filing Date
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Filed or Furnished Herewith
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4.4
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Warrant Indenture, between Acreage Holdings, Inc. and Odyssey Trust Company, dated February 10, 2020.
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8-K
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000-56021
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2/13/2020
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4.5
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Credit Agreement, dated March 11, 2020, by and among Acreage Finance Delaware, LLC, Acreage IP Holdings, LLC, Prime Wellness of Connecticut, LLC, D&B Wellness, LLC, Thames Valley Apothecary, LLC and IP Investment Company, LLC.
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10-K
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000-56021
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5/29/2020
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4.6
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Security Agreement, dated March 11, 2020, by and among Acreage IP Holdings, LLC and IP Investment Company, LLC
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10-K
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000-56021
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5/29/2020
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4.7
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Guaranty, dated March 11, 2020, of Acreage IP Holdings, LLC to IP Investment Company, LLC.
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10-K
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000-56021
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5/29/2020
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4.8
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Second Amending Agreement, effective March 11, 2020.
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10-K
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000-56021
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5/29/2020
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4.9
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Description of Securities
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10-K
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000-56021
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5/29/2020
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10.1
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Acreage Holdings, Inc. Omnibus Incentive Plan, as amended and restated August 19, 2019.+
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10-K
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000-56021
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5/29/2020
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10.2
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Form of Stock Option Award Agreement.+
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10-K
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000-56021
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5/29/2020
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10.3
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Form of Restricted Stock Award Agreement.+
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10-K
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000-56021
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5/29/2020
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10.4
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Form of Indemnity Agreement.
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10-K
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000-56021
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5/29/2020
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10.5
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Third Amended and Restated Limited Liability Agreement, dated November 14, 2018.
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40-F
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000-56021
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1/29/2019
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10.6
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First Amendment to Third Amended and Restated Limited Liability Agreement, dated November 14, 2018, dated May 10, 2019.
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10-K
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000-56021
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5/29/2020
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10.7
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Second Amendment to Third Amended and Restated Limited Liability Agreement, dated November 14, 2018, dated June 27, 2019.
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10-K
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000-56021
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5/29/2020
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10.8
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Tax Receivables Agreement, by and among Acreage Holdings America, Inc., High Street Capital Partners, LLC and the members of the High Street Capital Partners, LLC, dated November 14, 2018.
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40-F
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000-56021
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1/29/2019
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10.9
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Coattail Agreement, between Acreage Holdings, Inc. and Odyssey Trust Fund, dated November 14, 2018.
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40-F
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000-56021
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1/29/2019
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10.10
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Support Agreement, between Acreage Holdings, Inc. and Acreage Holdings WC, Inc., dated November 14, 2018.
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40-F
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000-56021
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1/29/2019
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10.11
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Support Agreement, by and among Acreage Holdings, Inc., Acreage Holdings America, Inc. and High Street Capital Partners, dated November 14, 2018.
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40-F
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000-56021
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1/29/2019
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21.1
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Subsidiaries as of December 31, 2019.
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10-K
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000-56021
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5/29/2020
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23.1
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Consent of Marcum LLP, the Independent Registered Public Accounting Firm of Acreage Holdings, Inc.
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10-K
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000-56021
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5/29/2020
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Incorporated by Reference
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Exhibit No.
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Description of Document
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Schedule Form
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File Number
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Exhibit
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Filing Date
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Filed or Furnished Herewith
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24.1
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Power of Attorney.
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10-K
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000-56021
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5/29/2020
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31.1
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Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
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10-K
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000-56021
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5/29/2020
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31.2
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Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
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10-K
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000-56021
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5/29/2020
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Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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10-K
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000-56021
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5/29/2020
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101
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Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2017, 2018, 2019, (ii) Consolidated Balance Sheets at December 31, 2018 and 2019, (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2017, 2018 and 2019, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2018 and 2019, and (vi) Notes to Consolidated Financial Statements for the year ended December 31, 2019.
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10-K
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000-56021
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101
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5/29/2020
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X
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Acreage Holdings, Inc.
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By:
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/s/ Glen Leibowitz
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Glen Leibowitz
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Chief Financial Officer
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