Canopy Growth Corp美股招股说明书(2025-08-29版)

We have entered into an Equity Distribution Agreement, dated August29, 2025 (the “Equity Distribution Agreement”),with BMO Capital Markets Corp. (the “Agent”) and BMO Nesbitt BurnsInc. (the “Canadian Agent” and, together with theAgent, the “Agents”), relating to the sale of our common shares (“Common Shares”) offered by this prospectus supplement andthe accompanying prospectus. Under the terms of the Equity Distribution Agreement, we may also make offers and sales of ourCommon Shares in Canada through the Canadian Agent pursuant to a Canadian prospectus supplement (the “CanadianProspectus”) on the same terms as this offering, subject to the Canadian Cap (as defined below). The Equity DistributionAgreement provides that we may offer and sell Common Shares having an aggregate offering price of up to $200,000,000 fromtime to time on or after the date hereof, through the Agent, less any amounts sold in Canada through the Canadian Agentpursuant to the Canadian Prospectus (the “Concurrent Canadian Offering”),provided,however, that (i)in no event will we sellCommon Shares in the Concurrent Canadian Offering for aggregate gross sales proceeds exceeding $50,000,000 (the “CanadianCap”) and (ii)in no event will the combined gross sales proceeds of this offering and the Concurrent Canadian Offering exceed$200,000,000. The Equity Distribution Agreement replaces the Equity Distribution Agreement, dated February28, 2025, asamended, among us and the Agents, which terminated upon our entry into the Equity Distribution Agreement. Our Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol“WEED” and the Nasdaq Global Select Market under the symbol “CGC.” On August28, 2025, the closing price of ourCommon Shares on the Nasdaq Global Select Market was $1.88 per share. Sales of our Common Shares, if any, under this prospectus supplement and the accompanying prospectus will be made insales deemed to be “at the market offerings” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, asamended (the “Securities Act”). The Agent will only sell Common Shares in the United States, and the Canadian Agent willonly sell Common Shares on marketplaces in Canada, subject to the Canadian Cap. The Agent is not required to sell anyspecific number or dollar amount of securities, but will act as our sales agent using commercially reasonable efforts to sell onour behalf all of the 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 sold by the Agent underthe Equity Distribution Agreement (the “Commission”). In connection with the sale of Common Shares on our behalf, the Agentwill be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent will bedeemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to theAgent with respect to certain liabilities, including liabilities under the Securities Act. Investing in our Common Shares involves risks. See “Risk Factors” on pageS-5of this prospectus supplement, as well as ourother filings that are incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. BMO Capital Markets Corp. The date of this prospectus supplement is August29, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUSS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-12DILUTIONS-13PLAN OF DISTRIBUTIONS-15CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-18CERTAIN CANADIAN INCOME TAX CONSIDERATIONSS-24LEGAL MATTERSS-26EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATIONS-28INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-29 PageABOUT 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 CONSIDERATIONS22PLAN OF DISTRIBUTION23LEGAL MATTERS26EXPERTS26ENFORCEABILITY OF CIVIL LIABILITIES26 ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS Thisprospectus supplement and the accompanying prospectus are part of a“shelf”registrationstatement on FormS-3 (File No.333-279949) that we filed with the U.S. Securities and ExchangeCommission (the “SEC”) on June5, 2024, and am