Canopy Growth Corp美股招股说明书(2025-02-28版)

Wehave entered into an Equity Distribution Agreement dated February 28,2025(the“EquityDistribution Agreement”) with BMO Capital Markets Corp. (the “Agent”) and BMO Nesbitt BurnsInc. (the“Canadian Agent” and, together with the Agent, the “Agents”) relating to the sale of our common shares(“Common Shares”) offered by this prospectus supplement and the accompanying prospectus. Under theterms of the Equity Distribution Agreement, we may also make offers and sales of our Common Shares inCanada through the Canadian Agent pursuant to a Canadian prospectus (the “Canadian Prospectus”) on thesame terms as this offering. In accordance with the terms of the Equity Distribution Agreement, under thisprospectus supplement and the accompanying prospectus, we may offer and sell Common Shares having anaggregate offering price of up to $200,000,000, from time to time on or after the date hereof, through theAgent, less any amounts sold in a concurrent “at-the-market” offering of up to $200,000,000 in Canadathrough the Canadian Agent pursuant to the Canadian Prospectus (the “Concurrent Canadian Offering”).The maximum offering size of this offering and the Concurrent Canadian Offering, taken together, will notexceed$200,000,000.It is expected that the Equity Distribution Agreement will replace the EquityDistribution Agreement, dated June6, 2024, among us and the Agents. Our Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”)underthe symbol“WEED”and the Nasdaq Global Select Market under the symbol“CGC.”OnFebruary27, 2025, the closing price of our Common Shares on the Nasdaq Global Select Market was $1.41per share. Salesof our Common Shares,if any,under this prospectus supplement and the accompanyingprospectus will be made in sales deemed to be “at the market offerings” as defined in Rule415(a)(4)promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Agent will only sellCommonShares in the United States,and the Canadian Agent will only sell Common Shares onmarketplaces in Canada. The Agent is not required to sell any specific number or dollar amount ofsecurities, but will act as our sales agent using commercially reasonable efforts to sell on our behalf all ofthe Common Shares requested to be sold by us, consistent with its normal trading and sales practices, onmutually agreed terms between the Agent and us. We will pay the Agent compensation equal to up to 3% of the gross sales price of Common Shares soldby the Agent under the Equity Distribution Agreement (the “Commission”). In connection with the sale ofCommon Shares on our behalf, the Agent will be deemed to be an “underwriter” within the meaning of theSecurities Act, and the compensation of the Agent will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the Agent with respect tocertain liabilities, including liabilities under the Securities Act. Investing in our Common Shares involves risks. See “Risk Factors” on pageS-5of this prospectussupplement, as well as our other filings that are incorporated by reference into this prospectus supplement andthe accompanying prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Agent BMO Capital Markets Corp. The date of this prospectus supplement is February28, 2025. TABLE OF CONTENTS Prospectus SupplementABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYINGPROSPECTUSS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-12PLAN OF DISTRIBUTIONS-13CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-15CERTAIN CANADIAN INCOME TAX CONSIDERATIONSS-21LEGAL MATTERSS-23EXPERTSS-23WHERE YOU CAN FIND MORE INFORMATIONS-23INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-23ProspectusABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3RISK FACTORS4THE COMPANY5USE OF PROCEEDS6DESCRIPTION OF CAPITAL SHARES7DESCRIPTION OF SUBSCRIPTION RECEIPTS10DESCRIPTION OF UNITS13DESCRIPTION OF WARRANTS14DESCRIPTION OF DEBT SECURITIES15CERTAIN INCOME TAX CONSIDERATIONS22SELLING SECURITYHOLDERS23PLAN OF DISTRIBUTION24LEGAL MATTERS27EXPERTS27ENFORCEABILITY OF CIVIL LIABILITIES27 ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS On June5, 2024, we filed with the United States Securities and Exchange Commission (the “SEC”) aregistration statement on FormS-3ASR (FileNo.333-279949) (the “Registration Statement”) utilizing ashelf registration process relating to certain securities, including the securities described in this prospectussupplement, which Registration Statement became effective automatically upon filing. T