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): February 2, 2023
IANTHUS CAPITAL HOLDINGS, INC.
(Name of registrant in its charter)
| British Columbia, Canada | | 000-56228 | | 98-1360810 |
(State or jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
420 Lexington Avenue, Suite 414
New York, NY 10170
(Address of principal executive offices)
(646) 518-9418
(Registrant’s telephone number)
Not applicable
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on
which registered |
| 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.
On February 2, 2023, iAnthus Capital Holdings, Inc. (the “Company”) issued a press release announcing an amendment (the “Amendment”) to the secured bridge notes (the “Notes”) originally issued by iAnthus New Jersey, LLC, a wholly-owned subsidiary of the Company, on February 2, 2021 in the aggregate principal amount of $11 million. Pursuant to the Amendment entered into with certain related-party lenders, (i) the maturity date of the Notes was extended from February 2, 2023 to February 2, 2024 (the “Maturity Date”), (ii) the interest rate of the Notes was increased from 8% per annum to 12% per annum and (iii) a fee for the Amendment equal to 10% of the principal amount of the Notes, or $1.4 million in the aggregate, was added to the Notes such that it will become due and payable on the Maturity Date.
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, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | IANTHUS CAPITAL HOLDINGS, INC. | |
| | | | |
| Date: February 8, 2023 | By: | /s/ Robert Galvin | |
| | | Robert Galvin | |
| | | Interim Chief Executive Officer | |
