UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.1 TO
FORM 40-F/A
¨ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or | |
x | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year endedDecember 31, 2018 | Commission File Number000-56021 |
Acreage Holdings, Inc.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada | 2833 | 98-1463868 |
(Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
366 Madison Avenue, 11th Floor
New York, New York 10017
United States
(646) 600-9181
(Address and telephone number of Registrant’s principal executive offices)
366 Madison Avenue, 11th Floor
New York, New York 10017
United States
(646) 600-9181
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: Subordinate Voting Shares, no par value.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
x Annual information form | x Audited annual financial statements |
Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2018, 21,471,042 subordinate voting shares, 1,445,887.465 proportionate voting shares and 168,000 multiple voting shares of the Registrant were issued and outstanding.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.xYes¨No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).¨Yes¨No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth companyx
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
This Amendment No. 1 to Form 40-F (the “Form 40-F/A”) for the year ended December 31, 2018 is being filed to furnish the financial statements of Acreage Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2018 formatted in eXtensible Business Reporting Language (“XBRL”). In accordance with the policy of the Securities and Exchange Commission (the “Commission”) stated in Release No. 33-9002, we are filing this Form 40-F/A within the 30-day period available to first-time XBRL filers following the filing of our Form 40-F, as filed with the Commission on April 30, 2019.
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, as amended, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Form 40-F/A to be signed on its behalf by the undersigned, thereunto duly authorized.
ACREAGE HOLDINGS, INC. | |||
By: | /s/ Glen Leibowitz | ||
Name: | Glen Leibowitz | ||
Title: | Chief Financial Officer |
Date: May 29, 2019
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EXHIBIT INDEX
The following documents are being filed with the Commission as Exhibits to this Form 40-F/A:
Exhibit | Description | |
99.1* | Annual Information Form dated April 24, 2019 | |
99.2* | Audited Annual Consolidated Financial Statements and notes thereto as at and for the years ended December 31, 2018 and 2017, together with the report thereon of the independent auditor | |
99.3* | Management’s Discussion and Analysis for the year ended December 31, 2018 | |
99.4* | Consent of MNP LLP | |
99.5* | Sections 3.1 and 4.2 (which sections are entitled “General Development of the Business – Roll-Up Transactions”, “General Development of the Business – Acreage Acquisitions”, “General Development of the Business – Other Investments”, “Market Information, Trends, Commitments, Events and Uncertainties Usage of Cannabis – United States Regulation Environment” and “Market Information, Trends, Commitments, Events and Uncertainties Usage of Cannabis – The Regulatory Landscape on a U.S. State Level”) of the Company’s Listing Statement, dated November 14, 2018 (incorporated by reference from Exhibit 99.40 of the Company’s Form 40-F Registration Statement filed with the Commission on January 29, 2019) | |
101.INS | XBRL Instance | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
*Previously filed.
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