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
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Date of Report (Date of earliest event reported): December 03, 2024 |
iAnthus Capital Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
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British Columbia | 000-56228 | 98-1360810 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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214 King Street West Suite 400 | |
Toronto, Ontario | | M5H 3S6 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (646) 518-9418 |
(Former Name or Former Address, if Changed Since Last Report)
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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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N/A | | N/A | | N/A |
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 8.01 Other Events.
On December 4, 2024, iAnthus Capital Holdings, Inc. (the “Company”) issued a press release announcing that the Company settled the litigation filed by Ninth Square Capital Corporation ("Ninth Square") against the Company, MPX Bioceutical ULC ("MPX ULC"), a wholly-owned subsidiary of the Company, and MPX International Corporation with the Ontario Superior Court of Justice.
Effective as of December 3, 2024, the Company entered into a settlement agreement with Ninth Square and the other parties to the litigation (the “Settlement Agreement”), which provides for, among other things, the issuance of 5,000,000 shares of the Company’s common stock, at a deemed price of C$0.01 per share. The Settlement Agreement contains no admission of wrongdoing or liability by the Company, MPX ULC or any of the other defendants, and the Company and MPX ULC continue to vigorously dispute and contest the allegations made in the litigation.
A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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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| | | IANTHUS CAPITAL HOLDINGS, INC. |
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Date: | December 4, 2024 | By: | /s/ Richard Proud |
| | | Richard Proud
Chief Executive Officer |
