UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 2)
[Check one]
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022 | | Commission File Number 000-56261 |
Glass House Brands Inc.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English (if applicable))
British Columbia, Canada |
| 2833 |
| 87-4028335 |
(Province or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
3645 Long Beach Blvd.
Long Beach, California 90807
212-299-7670
(Address and telephone number of Registrant’s principal executive offices)
Kyle Kazan
3645 Long Beach Blvd.
Long Beach, California 90807
212-299-7670
(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: None.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Securities registered or to be registered pursuant to Section 12(g) of the Act: Subordinate, Restricted and Limited Voting Shares, without 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:
☒ Annual information form | ☒ Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2022, there were 55,653,855 Subordinate, Restricted and Limited Voting Shares and 4,754,979 Multiple Voting Shares 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.
☒ Yes ☐ 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 company ☒
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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
EXPLANATORY NOTE
Glass House Brands Inc. (the “Company”) is filing this Amendment No. 2 on Form 40-F/A (this “Form 40-F/A”) to amend and restate certain items in the Annual Report on Form 40-F for the fiscal year ended December 31, 2022, originally filed with the Securities and Exchange Commission (the “Commission”) on March 31, 2023, as amended by the Amendment No. 1 on Form 40-F/A filed with the Commission on April 3, 2023 (as so amended, the “Original Form 40-F”). This Form 40-F/A includes amended and restated consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 (the “Restatement Period”) and corresponding management’s discussion and analyses of financial condition and results of operations (collectively, the “Restated Documents”).
Subsequent to the issuance of the audited consolidated financial statements included in the Original Form 40-F as of, and for the Restatement Period, the Company discovered misclassifications and oversights which impacted the presentation of financial statements in prior periods. In particular, the Company identified certain distributor fees from consumer packaged goods sales included in cost of goods sold which should have been direct reductions to revenues, certain intercompany sales transacted through third-party distributors were presented as third-party sales, correction of purchase price allocations and impairment of goodwill for certain acquisitions recognized in the first quarter of fiscal year 2023 that have been recognized in fiscal year 2022.
The Company has reviewed applicable accounting guidance and deemed these misclassifications and oversights as errors to previously issued financial statements under ASC 250 “Accounting Changes and Error Corrections.” As a result, adjustments were made to certain financial statement line items of the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows as of, and for the Restatement Period. The Company performed detailed reviews and analyses of all other financial statement line items and accounting policies and noted no additional corrections were required.
The Company and its management advise against placing reliance on the audited consolidated financial statements and the management’s discussion and analysis of financial condition and results of operations for the Restatement Period, as presented in Exhibits 99.1 and 99.2, respectively, in the Original Form 40-F. Readers are advised to refer to Exhibits 99.1 and 99.2 in this Form 40-F/A instead.
Disclosures in the Original Form 40-F not affected by the Restated Documents are unchanged and reflect the disclosures made at the time of the Original Form 40-F. Accordingly, this Form 40-F/A should be read in conjunction with the Restated Documents and our filings with the Commission subsequent to the date on which we filed the Original Form 40-F with the Commission.
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EXHIBIT INDEX
The following documents are being filed with the Commission as exhibits to this Form 40-F/A.
Exhibit No. |
| Description |
99.1 | | |
99.2 | | |
99.3* | | Annual Information Form for the year ended December 31, 2022 |
99.4 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act |
99.5 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act |
99.6** | | |
99.7 | | Consent of Macias Gini & O’Connell LLP (PCAOB ID: 324) |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Previously filed.
** | This exhibit is furnished with this Form 40-F/A, is not deemed filed with the Commission, and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in such filing. |
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SIGNATURES
Pursuant to the requirements of the Exchange Act, 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, thereto duly authorized.
| GLASS HOUSE BRANDS INC. | |
| | |
Date: April 1, 2024 | By: | /s/ Kyle Kazan |
| Name: | Kyle Kazan |
| Title: Chief Executive Officer |
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