UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 40-F
[Check one]
☐
REGISTRATION STATEMENT PURSUANT TO
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO
SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the fiscal year ended
December 31,
2022
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Commission File Number
000-56261
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Glass House Brands Inc.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English (if applicable))
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British Columbia,
Canada
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2833
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87-4028335
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(Province or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification
Code Number (if applicable))
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(I.R.S. Employer
Identification Number (if applicable))
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3645 Long Beach
Blvd.
Long Beach, California 90807
212-299-7670
(Address and telephone number of Registrant’s principal executive
offices)
Kyle Kazan
3645 Long Beach
Blvd.
Long Beach, California 90807
212-299-7670
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Securities registered or to be registered pursuant to
Section 12(b) of the Act: None.
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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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N/A
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N/A
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N/A
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Securities registered or to be registered pursuant to
Section 12(g) of the Act: Subordinate, Restricted and Limited Voting
Shares, without par value.
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: None.
For annual reports, indicate by check mark the information filed
with this Form:
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☐ Annual information form
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☒ Audited annual financial
statements
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Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period
covered by the annual report. As of
December 31, 2022, there were 55,653,855 Subordinate, Restricted and Limited Voting
Shares and 4,754,979 Multiple Voting Shares outstanding.
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
☒
If an emerging growth company that
prepares its financial statements in accordance with U.S. GAAP,
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. ☐
† The term “new or revised financial accounting standard” refers to
any update issued by the Financial Accounting Standards Board to
its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the
registrant has filed a report on and attestation to its
management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
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If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an
error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the
relevant recovery period pursuant to §240.10D-1(b). ☐