Canopy Growth Corp 8-K

What Happened
Canopy Growth Corporation announced on January 8, 2026 that it entered a senior secured Loan and Guaranty Agreement that provided US$150.0 million in cash (funded with a US$12.115 million original issue discount for an aggregate principal amount of US$162.115 million). At the same time the company completed an exchange transaction with MMCAP International Inc. SPC in which the investor received new convertible debentures (C$55.0 million), warrants and common shares in exchange for earlier debentures and C$10.5 million in cash paid by the company. The company also issued warrants to the lenders and agreed to registration rights to register the resale of the issued securities.

Key Details

• Loan: US$150.0M advanced on Jan 8, 2026 (aggregate principal US$162.115M due to a US$12.115M original issue discount); maturity is the earlier of Jan 31, 2031 or 120 days before the maturity of the Convertible Debentures.
• Interest and fees: interest = Term SOFR (floor 3.25%) + 6.25% (implying a minimum rate of 9.50%) paid monthly in cash; prepayment make‑whole equal to 12 months' interest for prepayments in year one, and an exit fee of US$6,484,600 (pro rata on partial repayments).
• Collateral and covenants: Loans secured by substantially all assets of the company and material subsidiaries; minimum cash requirement of the lesser of US$90.0M or the principal amount of the Loans.
• Securities issued: 18,705,577 Loan Warrants (US$1.30 exercise, 5‑year term); Exchange Transaction issued C$55.0M convertible debentures (7.50% interest, convertible at C$1.83), 12,731,481 Investor Warrants (C$2.16 exercise), and 9,493,670 common shares; company paid C$10.5M cash in the exchange. Convertible debentures include a forced conversion if TSX average price > C$2.75 for 10 consecutive trading days.
• Registration & compliance: Company agreed to file SEC registration statements to register resale of the Loan Warrant Shares within 30 days and the Exchange‑related securities within 3 business days; sales were made in reliance on Section 4(a)(2) (private placement).

Why It Matters
This filing shows Canopy took on a new, secured financing facility and restructured a portion of its debt. The Loan increases secured indebtedness and carries a floating rate with a relatively high effective floor (minimum ~9.5%), ongoing cash interest payments, and prepayment/exit fees that affect flexibility. Separately, the exchange with MMCAP converted earlier debentures into longer‑dated convertible debentures, cash, shares and warrants, which (a) changes future interest and maturity profile, and (b) creates potential equity dilution if warrants are exercised or debentures are converted. Retail investors should note the cash use (repaying ~US$101M of prior secured debt, working capital and possible acquisitions), the balance sheet implications of the new secured loan and debenture liabilities, and the numbers and exercise prices of warrants and conversion features that could affect share count.