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 August 21, 2024, The Cannabist Company Holdings Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “MIPA”), among Columbia Care LLC (the “Seller”), Columbia Care Florida LLC (“Columbia Care Florida”), SFL Investment Holdings, LLC, Mint Florida Holdings, LLC (together with SFL Investment Holdings, LLC, the “Purchaser”), the Company and The Cerberean Group LLC, pursuant to which the Seller, a wholly owned subsidiary of the Company, agreed to sell all of the issued and outstanding membership interests of Columbia Care Florida to the Purchaser for total consideration of $5 million (the “Closing Consideration”), subject to adjustment as described in the MIPA. The Closing Consideration consists of $3 million of cash and a $2 million promissory note issued by the Purchasers to the Seller (the “Promissory Note”). The Promissory Note will bear interest at a rate of 10% per annum, beginning on the closing date of the transaction under the MIPA (the “MIPA Closing Date”), through maturity on the one-year anniversary of the MIPA Closing Date.
On August 22, 2024, the Company entered into a Purchase Agreement (the “APA”), among 3 Boys Farm LLC (the “Buyer”), Cresco U.S. Corp., Columbia Care Florida and Columbia Care LLC, pursuant to which Columbia Care Florida agreed to sell certain assets related to its Lakeland cultivation facility to the Buyer for total consideration of $11.4 million, subject to adjustment as described in the APA, payable in cash.
The transactions contemplated by the MIPA and APA are subject to certain closing conditions, including approval of applicable regulatory bodies.
Item 1.01 of this Current Report on Form 8-K contains only brief descriptions of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to each of the MIPA, the Promissory Note and the APA. Such descriptions are qualified in their entirety by reference to the full text of the MIPA, the Promissory Note and the APA, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
| 10.1# | Membership Interest Purchase Agreement, dated August 21, 2024, among Columbia Care LLC, Columbia Care Florida LLC, SFL Investment Holdings, LLC, Mint Florida Holdings, LLC, The Cannabist Company Holdings Inc. and The Cerberean Group LLC | |
| 10.2# | Form of Promissory Note from SFL Investment Holdings, LLC and Mint Florida Holdings, LLC | |
| 10.3# | Purchase Agreement, dated August 22, 2024, among 3 Boys Farm LLC, Cresco U.S. Corp., Columbia Care Florida LLC and Columbia Care LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| # | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request. |
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: August 27, 2024