UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 30, 2024, The Cannabist Company Holdings Inc. (the “Company”) entered into an amendment (the “Amendment”) to the exchange agreement (the “Exchange Agreement”), dated January 22, 2024, with certain holders (the “Holders”) of the Company’s 6.0% senior secured convertible notes due June 2025 (the “Notes”), pursuant to which the parties agreed to extend the period in which the Holders may transfer an aggregate of $15 million principal amount of Notes in consideration of common shares of the Company to September 30, 2024. The parties also agreed to extend the term of the Exchange Agreement to October 31, 2024.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Amendment, and such description is qualified in its entirety by reference to the full text of the Amendment, which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the annual general meeting of shareholders of the Company held virtually at 11:00 a.m. (Toronto time) on June 26, 2024 (the “Meeting”), the Company’s shareholders voted on the following proposals, which are described in detail in the Company’s definitive proxy statement and information circular filed with the United States Securities and Exchange Commission on June 4, 2024 (the “Circular”): (i) to elect nine (9) directors to serve on the Company’s board of directors until the next annual meeting of shareholders or until their successors are duly elected or appointed (“Proposal 1”), and (ii) to re-appoint Davidson & Company LLP as the auditor of the Company to hold office until the next annual meeting of shareholders and to authorize the directors of the Company to fix the auditor’s remuneration (“Proposal 2”).
Set forth below are the final voting results with respect to each of the proposals acted upon at the Meeting, including the number of votes cast for and against (or withheld), and the number of abstentions and broker non-votes with respect to each such proposal.
Proposal 1: Election of Directors
At the Meeting, each of the following nine (9) nominees were elected to serve on the Company’s board of directors until the next annual meeting of shareholders or until their successors are duly elected or appointed, by a vote held by ballot in respect of each nominee as follows:
| DIRECTORS | FOR | WITHHELD | BROKER NON-VOTES | |||||||||
David Hart |
109,330,401 | 5,439,846 | 68,205,308 | |||||||||
Michael Abbott |
91,126,342 | 23,643,905 | 68,205,308 | |||||||||
Frank Savage |
97,100,499 | 17,669,748 | 68,205,308 | |||||||||
James A.C. Kennedy |
106,518,131 | 8,252,116 | 68,205,308 | |||||||||
Jonathan P. May |
106,509,789 | 8,260,458 | 68,205,308 | |||||||||
Jeff Clarke |
106,514,168 | 8,256,079 | 68,205,308 | |||||||||
Alison Worthington |
106,509,294 | 8,260,953 | 68,205,308 | |||||||||
Julie Hill |
105,246,123 | 9,524,124 | 68,205,308 | |||||||||
Rosemary Mazanet |
98,544,023 | 16,226,224 | 68,205,308 | |||||||||
Proposal 2: Re-appointment of Auditor
At the Meeting, the shareholders voted to re-appoint Davidson & Company LLP as the auditor of the Company to hold office until the next annual meeting of shareholders and to authorize the directors of the Company to fix the auditor’s remuneration, by a vote held by ballot as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 178,656,234 | 4,050,914 | 268,407 | — |
SIGNATURE
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 hereunto duly authorized.
| THE CANNABIST COMPANY HOLDINGS INC. | ||
| By: | /s/ David Sirolly | |
| Name: | David Sirolly | |
| Title: | Chief Legal Officer & General Counsel | |
Date: July 2, 2024