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): January 11, 2021 (public announcement date)
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.)
450 LEXINGTON AVENUE, #3308
NEW YORK, NEW YORK, 10163, 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: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class E subordinate voting shares
Class D subordinate voting shares
 
ACRHF
ACRDF
 
OTC Markets Group Inc.
OTC Markets Group Inc.
Indicate by check mark whether the registrant is an emerging growth company 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director
On January 11, 2021, Acreage Holdings, Inc. (the “Company”) announced that Katie Bayne has been appointed to the Company’s Board of Directors.
Ms. Bayne founded and is currently the president of Bayne Advisors, a strategic consulting and advisory firm. She is also presently a senior advisor at Guggenheim Partners and serves as an independent director on the board of the Honest Company. From November 2015 to June 2020 she was also an independent director on the board of the Ascena Retail Group, Inc. (OTCMKTS: ASNAQ). From 1995 to 2018, Ms. Bayne worked in various roles at the Coca-Cola Company where she held multiple leadership positions including President of North America Brands and Chief Marketing Officer for North America.
As a non-employee director, Ms. Bayne will receive a new director bonus of $150,000 of restricted stock units, or RSUs, and annual compensation consistent with that paid to other non-employee directors of $250,000 of RSUs, with 75% of the compensation distributed as Class D floating RSUs and 25% of the compensation distributed as Class E fixed RSUs.
There is no arrangement or understanding between Ms. Bayne and any other person pursuant to which Ms. Bayne was appointed as a director of the Company, and there are no transactions in which Ms. Bayne has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Bayne was appointed by the Board to fill a vacancy created when it increased its size from five to six directors pursuant to its authority under the Articles of Incorporation.
Ms. Bayne has also been appointed to the Audit Committee of the Board.
The Company’s press release announcing the appointment of Ms. Bayne is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K.
Exhibit No. Description of Exhibit
99.1



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.
ACREAGE HOLDINGS, INC.
   
Date:  January 13, 2021
/s/ Glen Leibowitz
Glen Leibowitz
Chief Financial Officer


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Acreage Holdings Adds Katie J. Bayne
As Board Member
New York, January 11, 2021 - Acreage Holdings, Inc. (“Acreage” or “Company”) (CSE: ACRG.A.U, ACRG.B.U), (OTC: ACRHF, ACRDF) announced today that Katie Bayne has been appointed to the Company’s Board of Directors.
Ms. Bayne brings more than 30 years of consumer marketing and operations experience to her new position on the Board of Directors, including over two decades at The Coca-Cola Company, where she served as President of North America Brands and Chief Marketing Officer for North America. The Founder and President of strategic consulting and advisory firm Bayne Advisors, Ms. Bayne also serves as a Senior Advisor at Guggenheim Securities, and sits on the Board of Directors of Jessica Alba’s purpose-driven lifestyle brand, The Honest Company. She brings over a decade of public Board experience in varied industries, including retail.
“Achieving long-term success will require Acreage to continue building and nurturing a house of brands that has mass appeal,” said Acreage CEO Peter Caldini. “Katie’s exceptional background includes her stewardship of iconic U.S. brands and I look forward to the valuable insights she will provide to help take Acreage to the next level on our journey to achieving a true leadership position in this emerging market.”
“Katie is an outstanding addition to Acreage’s Board of Directors,” said Kevin Murphy, Acreage’s Chairman and founder. “On the heels of announcing our new CEO, Acreage’s future growth will be driven by senior leaders with extensive experience in operations, brand-building, and a proven ability to drive sustainable, long-term growth.”
“I have watched the upward trajectory of the U.S. cannabis industry with great interest the past few years,” said Katie Bayne. “I have come to understand the undeniable health and wellness benefits of the plant. As more states legalize cannabis and the addressable market continues to grow exponentially, I am excited for the opportunity to help shape Acreage’s strategy and direction at this crucial juncture.”
Ms. Bayne earned her MBA and undergraduate degrees at Duke University, where she continues to serve as a member of the Board of Visitors for the Fuqua Business School. She also serves on the Executive Board at the Cox School of Business at SMU. She is the sixth member of the Acreage Board of Directors, and will be a member of the Audit Committee.
ABOUT ACREAGE HOLDINGS, INC.
Headquartered in New York City, Acreage is a multi-state operator of cannabis cultivation and retailing facilities in the U.S., including the company’s national retail store brand, The Botanist. Acreage’s wide range of national and regionally available cannabis products include the award-winning The Botanist brand, the highly recognizable Tweed brand, the Prime medical brand in Pennsylvania, the Innocent edibles brand in Illinois and others. Acreage also owns Universal Hemp, LLC, a hemp subsidiary dedicated to the distribution, marketing and sale of CBD products throughout the U.S. Since its founding in 2011, Acreage has focused on building and scaling operations to create a seamless, consumer-focused, branded experience. More information is available at www.acreageholdings.com.

On June 27, 2019, Acreage implemented an arrangement under section 288 of the Business Corporations Act (British Columbia) with Canopy Growth Corporation (“Canopy Growth”), which was
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subsequently amended on September 23, 2020 (the “Amended Arrangement”). Pursuant to the Amended Arrangement, upon the occurrence (or waiver by Canopy Growth) of changes in federal laws in the United States to permit the general cultivation, distribution and possession of marijuana (as defined in the relevant legislation) or to remove the regulation of such activities from the federal laws of the United States (the “Triggering Event”), Canopy Growth will, subject to the satisfaction or waiver of certain closing conditions, acquire all of the issued and outstanding Class E subordinate voting shares (the “Fixed Shares”) on the basis of 0.3048 of a Canopy Growth share per Fixed Share (following the automatic conversion of the Class F multiple voting shares and subject to adjustment in accordance with the terms of the arrangement agreement entered into between Acreage and Canopy Growth on April 18, 2019, as amended on May 15, 2019 and on September 23, 2020).

In addition, Canopy Growth holds an option, exercisable at the discretion of Canopy Growth, to acquire all of the issued and outstanding Class D subordinate voting shares (the “Floating Shares”) at the time that Canopy Growth acquires the Fixed Shares, for cash or Canopy Growth shares, as Canopy Growth may determine, at a price per Floating Share based upon the 30-day volume-weighted average trading price of the Floating Shares on the CSE relative to the trading price of the Canopy Growth shares at the time of the occurrence or waiver of the Triggering Event, subject to a minimum price of US$6.41 per Floating Share.

For more information about the Amended Arrangement please see the Acreage proxy statement and management information circular dated August 17, 2020 (the “Circular”) and the respective information circulars of each of Acreage and Canopy Growth dated May 17, 2019, which are available on Acreage’s and Canopy Growth’s respective profiles on SEDAR at www.sedar.com and filed with the SEC on the EDGAR website at www.sec.gov. For additional information regarding Canopy Growth, please see Canopy Growth’s profile on SEDAR at www.sedar.com.

FORWARD LOOKING STATEMENTS

This news release and each of the documents referred to herein contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation, respectively. All statements, other than statements of historical fact, included herein are forward-looking information, including, for greater certainty, statements regarding the Amended Arrangement, including the likelihood of completion thereof, the occurrence or waiver of the Triggering Event, the satisfaction or waiver of the closing conditions set out in the Arrangement Agreement and other statements with respect to the proposed transactions with Canopy Growth. Often, but not always, forward-looking statements and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Acreage or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including, but not limited to financing and liquidity risks, and the risks disclosed in the Circular, Acreage’s management information circular dated May 17, 2019 filed on May 23, 2019, Acreage’s annual report on Form 10-K for the year ended December 31,
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2019 dated May 29, 2020 and the amendment thereto on Form 10-K/A dated August 14, 2020, and Acreage’s other public filings, in each case filed with the SEC on the EDGAR website at www.sec.gov and with Canadian securities regulators and available on the issuer profile of Acreage on SEDAR at www.sedar.com. Although Acreage has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.

Although Acreage believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and Acreage does not undertake any obligation to publicly update such forward-looking information or forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

Neither the Canadian Securities Exchange nor its Regulation Service Provider has reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

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Media Contact: Investor Contact:
Howard Schacter Steve West
Vice President of Communications Vice President, Investor Relations
h.schacter@acreageholdings.com investors@acreageholdings.com
917-893-5300 917-893-5300
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