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): December 17, 2021
IANTHUS CAPITAL HOLDINGS, INC.
(Name of registrant in its charter)
| British Columbia, Canada | 000-56228 | 98-1360810 | ||
| (State or jurisdiction of | (Commission File | (IRS Employer | ||
| incorporation or organization) | Number) | Identification No.) |
420 Lexington Avenue, Suite 414
New York, NY 10170
(Address of principal executive offices)
(646) 518-9411
(Registrant’s telephone number, including area code)
N/A
(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 (See General Instructions A.2 below):
| ☐ | 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.
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 17, 2021, iAnthus Capital Holdings, Inc. (the “Company”) issued a press release providing an update with respect to its 2020 annual general meeting (the “Annual Meeting”). As previously disclosed in the Company’s filings with the U.S. Securities and Exchange Commission, the BC Registrar of Companies (the “BC Registrar”) granted the Company an extension extending the deadline to hold the Annual Meeting from October 31, 2021 to December 31, 2021. On November 19, 2021, the BC Registrar declined to grant any further extension for the Annual Meeting citing its policy of allowing maximum extensions of 12 months.
On December 17, 2021, the Company filed a Notice of Appeal in the Supreme Court of British Columbia appealing the BC Registrar’s decision requesting the court grant the Company a further extension to hold the Annual Meeting until June 30, 2022 as, among other things, the Company’s previously announced recapitalization transaction has not yet closed. No hearing date for the appeal has been scheduled yet.
A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated by reference into this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release dated December 17, 2021 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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.
| IANTHUS CAPITAL HOLDINGS, INC. | ||
| Date: December 21, 2021 | By: | /s/ Randy Maslow |
Randy Maslow Interim Chief Executive Officer | ||
