Cannabist Co Holdings Inc. 8-K

What Happened

• Cannabist Co Holdings Inc. (CBSTF) announced it formed a Special Committee of independent directors to review strategic alternatives given its leverage and reliance on external financing.
• In connection with that review, the company elected not to make the interest payment due today on its 9.25% Senior Secured Notes due December 31, 2028 and its 9.0% Senior Secured Convertible Notes due December 31, 2028 (together, the “Notes”).
• Under the indenture for the Notes, the company has a 30-day grace period before this non-payment would constitute an event of default. The company said the decision was made to enhance short-term financial flexibility and preserve liquidity while evaluating options after its recent announcement to sell Virginia assets to an affiliate of Millstreet Credit Fund LP. The Special Committee is working with external financial and legal advisors and is considering asset sales, mergers, or other strategic, financial or restructuring transactions.

Key Details

• Notes affected: 9.25% Senior Secured Notes and 9.0% Senior Secured Convertible Notes, both maturing December 31, 2028.
• Action taken: Company did not make the interest payment due on the filing date (Dec 31, 2025), invoking a 30-day grace period under the indenture.
• Governance: Special Committee of independent directors formed and using external financial and legal advisors.
• Context: Decision follows the company’s recent announcement of the sale of its Virginia assets to an affiliate of Millstreet Credit Fund LP.

Why It Matters

• The company is conserving cash now, but if the missed interest payment is not cured within 30 days it will become an event of default under the Notes — a material credit event that could trigger creditor remedies or restructuring actions.
• For investors, this signals heightened financial stress and the potential for significant corporate actions (asset sales, mergers, restructurings) that could materially affect equity and debt holders.
• Retail investors should monitor the company’s filings and press releases over the next 30 days for updates on whether the payment is made, a waiver is obtained, or alternative transactions are announced.