Current Report Filing (8-k)
September 20 2021 - 4:53PM
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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): September 15, 2021
ACREAGE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Commission File Number: 000-56021
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British Columbia, Canada
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98-1463868
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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450 LEXINGTON AVENUE, #3308
NEW
YORK, New
York, 10163, united states
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(Address of principal executive offices, including zip code)
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(646) 600-9181
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(Registrant’s telephone number, including area code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Class E subordinate voting shares
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ACRHF
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OTC Markets Group Inc.
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Class D subordinate voting shares
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ACRDF
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OTC Markets Group Inc.
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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 x
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.
On
September 15, 2021, subsidiaries of Acreage Holdings, Inc. (“Acreage”) entered into asset purchase and services agreements
with Chalice Brands Ltd. (the “Buyer”) (CSE:CHAL) (OTCQB:CHALF) pursuant to which the Buyer will purchase the assets
and assume the operations of Acreage’s four Oregon retail dispensaries branded as Cannabliss & Co. (“Cannabliss”).
This transaction will complete the sale of Acreage’s operations in Oregon.
Under the terms of the Asset Purchase Agreement,
upon regulatory approval Acreage will divest the assets of its four Cannabliss retail stores located in Portland, Eugene, and Springfield,
Oregon for total consideration of $6,500,000, consisting of a $250,000 cash payment at the time of signing and a 10-month secured promissory
note for $6,250,000 bearing interest of 6% for the first 5 months and 10% for the remaining 5 months.
Under the terms of the Services Agreement,
Acreage will transition the management of the Cannabliss retail operations to the Buyer immediately upon signing, with the Buyer
ensuring break-even operations throughout the life of the Services Agreement and until regulatory approvals of the asset sale are
secured and the sale is closed.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)
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Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K.
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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.
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ACREAGE HOLDINGS, INC.
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Date: September 20, 2021
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/s/ Steve Goertz
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Steve Goertz
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Chief Financial Officer
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