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): April 28, 2023
| ACREAGE HOLDINGS, INC. |
| (Exact name of registrant as specified in its charter) |
| |
| British Columbia, Canada | 000-56021 | 98-1463868 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
366 Madison Ave., 14th Floor, New York, New York | 10017 |
(Address of principal executive offices) | (Zip code) |
(646) 600-9181
(Registrant’s telephone number, including area code)
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:
| ¨ | 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.
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class E subordinate voting shares | | ACRHF | | OTC Markets Group Inc. |
| Class D subordinate voting shares | | ACRDF | | OTC Markets Group Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x
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 1.01 | Entry into a Material Definitive Agreement |
On April 28, 2023, Acreage Holdings, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to its previously disclosed credit facility with AFC Gamma, Inc., Viridescent Realty Trust, Inc. and the other lender thereto (collectively, the “Lenders”) originally dated December 16, 2021 (the “Credit Facility”). Under the terms of the Amendment, the Company exercised US$15 million for immediate draw, with such funds maintained in a segregated account until dispersed and restricted for use to only eligible capital expenditures. As part of the Amendment, the Company has agreed to, among other things, reduce the total commitment under the Credit Facility from US$150 million to US$140 million.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report relating to the Amendment is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | | Description |
| 10.1 | | Second Amendment to Credit Agreement, dated April 28, 2023, by and among High Street Capital Partners, LLC, Acreage Holdings, Inc., each lender identified on the signature pages thereto, AFC Agent LLC, as co-agent for the lenders, and VRT Agent LLC, as co-agent for the lenders. |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| | | ACREAGE HOLDINGS, INC. |
| | | |
| | By: | /s/ Steve Goertz |
| | | Steve Goertz |
| | | Chief Financial Officer |
Date: May 4, 2023
