As filed with the Securities and Exchange Commission on June 27, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRULIEVE CANNABIS CORP.
(Exact name of registrant as specified in its charter)
British Columbia | 84-2231905 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
6749 Ben Bostic Road
Quincy, FL 32351
(Address of principal executive offices)
Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan
(Full title of the plan(s))
Kim Rivers
Chairman, President and Chief Executive Officer
Trulieve Cannabis Corp.
6749 Ben Bostic Road
Quincy, FL 32351
(Name and address of agent for service)
(850) 480-7955
(Telephone number, including area code, of agent for service)
Copies to:
Derek Siegel DLA Piper (Canada) LLP Suite 6000, 1 First Canadian Place PO Box 367, 100 King St W Toronto, Ontario M5X 1E2 Canada (212) 335-4500 | Christopher P. Giordano Penny Minna DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020-1104 (212) 335-4500 | Eric Powers, Esq. Trulieve Cannabis Corp. 6749 Ben Bostic Road Quincy, FL 32351 (850) 480-7955 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (“Registration Statement”) is being filed for the purpose of registering an additional 10,000,000 Subordinate Voting Shares, no par value (“Shares”), of Trulieve Cannabis Corp. (the “Company”) reserved for issuance under the Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan (the “Plan”), the amendment and restatement of which was approved by shareholders on June 14, 2023, at the Company’s 2023 Annual Meeting of Shareholders. These additional Shares are additional securities of the same class as other securities for which an original registration statement (File No. 333-259175) on Form S-8 was filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 31, 2021 (the “Original Registration Statement”).
Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statement, are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements, with respect to securities offered pursuant to the Plan, are hereby incorporated by reference.
The following documents filed by the Registrant are incorporated by reference in this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K as of and for the year ended December 31, 2022, filed with the Commission on March 8, 2023 (File No. 000-56248), including the description of Registrant’s Common Stock contained in Exhibit 4.11 thereto and any amendments or supplements thereto;
(b) The information specifically incorporated by reference into the Form 10-K for the fiscal year ended December 31, 2022 from the Registrant’s proxy statement dated May 1, 2023, filed with the Commission on May 1, 2023 (File No. 000-56248), including any amendments or supplements thereto;
(c) The Registrant’s Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2023, filed with the Commission on May 10, 2023 (File No. 000-56248);
(d) The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 13, 2023, March 8, 2023, April 5, 2023, May 1, 2023, May 10, 2023, June 20, 2023 and June 20, 2023 (in each case, File No. 000-56248); and
(e) The description of the Registrant’s capital stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 000-56248), filed with the Commission on February 2, 2021, including any amendment or report filed with the Commission hereafter for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered by this Registration Statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the dates of filing of those documents.
Under no circumstances will any information furnished under items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
You may request a copy of the filings incorporated by reference herein, at no cost, by writing or telephoning the Registrant at:
Trulieve Cannabis Corp.
6749 Ben Bostic Road
Quincy, FL 32351
(850) 480-7955
You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.
Item 8. | Exhibits. |
‡ | Management contract or compensatory plan or arrangement. |
* | Filed herewith. |
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Quincy, The State of Florida, on the 27th day of June, 2023.
TRULIEVE CANNABIS CORP. | ||
By: | /s/ Kim Rivers | |
Kim Rivers | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Kim Rivers and Eric Powers as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Kim Rivers Kim Rivers | Director, President and Chief Executive Officer (Principal Executive Officer) | June 27, 2023 | ||
/s/ Ryan Blust Ryan Blust | Interim Chief Financial Officer (Principal Financial and Accounting Officer) | June 27, 2023 | ||
/s/ Giannella Alvarez Giannella Alvarez | Director | June 27, 2023 | ||
/s/ Thad Beshears Thad Beshears | Director | June 27, 2023 | ||
/s/ Peter Healy Peter Healy | Director | June 27, 2023 | ||
/s/ Richard May Richard May | Director | June 27, 2023 | ||
/s/ Thomas Millner Thomas Millner | Director | June 27, 2023 | ||
/s/ Jane Morreau Jane Morreau | Director | June 27, 2023 | ||
/s/ Susan Thronson Susan Thronson | Director | June 27, 2023 |
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