Canadian cannabis giant Canopy Growth seeks shareholder approval to speed up entry into U.S. market

By Steve Gelsi

Canopy reiterates its plan to retain its Nasdaq listing despite exposure to U.S. cannabis companies

Canopy Growth Corp. said Friday it's moving forward with a plan to speed its entry into the U.S. market by asking shareholders to adopt a new structure that would allow it to complete its acquisitions of three American cannabis companies.

Canopy Growth (CGC) (CA:WEED) said the Canopy USA structure, which was first proposed over the summer, would allow the company's stock to continue trading on the Nasdaq despite indirect exposure to the U.S. cannabis market.

"Canopy USA is advancing, and following our shareholder vote will be able to move forward with completing its acquisitions of Jetty, Wana and Acreage," CEO David Klein said in an emailed statement.

Klein was referring to three U.S. businesses that make products containing tetrahydrocannabinol, or THC, the main psychoactive component of cannabis: Jetty Extract; Wana, which makes edibles; and cannabis seller Acreage Holdings. The companies will be combined with Canopy Growth's 17% stake in TerrAscend (CA:TSND).

Nasdaq COMP requirements prohibit companies with direct exposure to cannabis from listing on its exchanges because cannabis remains a Schedule I drug under federal law. Schedule I is the Drug Enforcement Administration's most restrictive category.

Canopy Growth (CGC) (CA:WEED) plans to report the financials of Canopy USA on a deconsolidated basis as a "noncontrolling interest" in Canopy USA.

Canopy Growth is seeking to distinguish itself from other publicly traded companies that operate cannabis companies in the U.S.

Curaleaf Holdings Inc. (CURLF), Trulieve Cannabis Corp. (TCNNF), Verano Holdings Corp. (VRNOF), Cresco Labs Inc. (CRLBF) and Green Thumb Industries Inc. (GTBIF) all trade on Canadian exchanges with over-the-counter tickers, because they are not allowed to trade on the Nasdaq or the New York Stock Exchange. Institutional investors tend to avoid these companies because of the federal prohibition on cannabis in the United States.

Canopy Growth's business is currently centered in Canada, which is a much smaller market than the U.S., has more limited growth prospects and faces problems of overspending and oversupply.

With an eye toward a potentially richer valuation for its stock, Canopy Growth said it expects to file a definitive proxy with the Securities and Exchange Commission for Canopy USA on or about Feb. 13 for an April 12 shareholder vote on the structure.

The U.S. Drug Enforcement Administration is currently reviewing the scheduling status of cannabis, but a Canopy Growth spokesperson said that the drug does not need to be rescheduled for the deal to go through, and that the Canopy USA structure was designed based on existing rules.

Also read: HHS recommends rescheduling cannabis, and stocks in the sector rally

It was not immediately clear if the SEC has approved the plan, and an SEC spokesperson declined to comment. Spokespeople for the Nasdaq did not comment.

In November, Canopy Growth disclosed that the SEC would object to the deconsolidation of Canopy USA once Canopy USA acquires Wana, Jetty and Acreage, but the company said it was in talks with regulators to resolve the issue.

Canopy announced the latest Canopy USA news as it reported earnings for its fiscal third quarter.

Also read: Canopy Growth hits snag with SEC over Canopy USA plan

Also read: Canopy Growth stock snaps two-day winning streak after news that Nasdaq objects to plan for U.S. assets

Canopy Growth's stock fell 1.6% on Friday.

For its fiscal third quarter, Canopy Growth reported a wider-than-expected loss.

Canopy Growth said its loss narrowed to C$216.8 million, or C$2.62 a share, from a loss of C$259 million, or C$5.34 a share, in the year-ago period.

The company was expected to lose 50 Canadian cents a share, according to FactSet consensus data,

Net revenue fell 7% to C$78.5 million, ahead of the consensus analyst estimate of C$74.8 million.

Among the bright spots in the quarter cited by the company, consolidated net revenue grew 6% excluding the impact of its divesture of its Canadian national retail business.

Storz & Bickel, its vaporizer line, saw net revenue increase by 54% from the previous quarter.

Canopy Growth said its business-to-business revenue for Canadian adult-use-cannabis increased 9%.

Its Canadian medical-cannabis business generated record third-quarter revenue, with an 11% increase over the year-ago period.

Canopy Growth is backed by U.S.-based spirits giant Constellation Brands Inc. (STZ).

From the archive: Once-mighty Canopy Growth loses billions as dream of pot riches runs into reality of oversupply and overspending

-Steve Gelsi

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02-09-24 1127ET

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