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): March 29, 2021

 

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   ACRHF   OTC Markets Group Inc.
Class D subordinate voting shares   ACRDF   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 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. ¨

 

 

 

 

 

  

Item 1.01 Entry into a Material Definitive Agreement.

  

On March 29, 2021, a subsidiary of Acreage Holdings, Inc. (the “Company”), Acreage Finance Delaware, LLC (the “Borrower”), entered into Amendment No. 4 (“Amendment No. 4”) to the Credit Agreement (the “Credit Agreement”) with Acreage IP Holdings, LLC as a guarantor of the Credit Agreement (the “Guarantor”) and IP Investment Company, LLC as a Lender under the Credit Agreement (the “Lender”) and as administrative agent and collateral agent under the Credit Agreement (in such capacity, the “Agent” and together with the Borrower and the Lender and the Guarantor, the “Parties”). Pursuant to the terms of Amendment No. 4, the maturity date of Tranche B of the Credit Agreement, which is $21.0 million of the $22.0 million aggregate amount of the Credit Agreement, was extended to June 30, 2021.

  

The foregoing description of the Amendment is not complete and is qualified in its entirety by the full text of Amendment No. 4 attached hereto as Exhibit 10.1.

  

Item 2.03 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

The discussion of the Amendments as contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K.

  

Exhibit No. Description of Exhibit
10.1 Amendment No. 4 to the Credit Agreement, originally dated September 23, 2020, by and between Acreage Finance Delaware, LLC, Acreage IP Holdings, LLC and IP Investment Company, LLP.

 

 

 

 

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:  April 1, 2021 /s/ Glen Leibowitz
  Glen Leibowitz
  Chief Financial Officer

 

 

 

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