Canopy Growth Corp美股招股说明书(2026-01-15版)

This prospectus relates to the offer and sale from time to time of up to 52,279,795 of our commonsharesby the selling securityholders listed in the section of this prospectus entitled“SellingSecurityholders”(the “Selling Securityholders”), which is comprised of (i)30,054,644 common shares (the“Debenture Shares”) issuable upon conversion of our new unsecured convertible debentures with anaggregate principal amount of C$55,000,000 maturing on July8, 2031 (the “Convertible Debentures”),(ii)12,731,481 common shares (the “Warrant Shares”) issuable upon exercise of our common sharepurchase warrants (the “Warrants”) and (iii)9,493,670 common shares (the “Exchange Shares”), in eachcase held by the Selling Securityholders (such common shares collectively, the “Shares”). The ExchangeShares, Convertible Debentures and Warrants were issued to the Selling Securityholders in a privateplacement pursuant to the Exchange Agreement (as defined below) on January8, 2026. Each Warrantentitles the holder to acquire one common share at an exercise price equal to C$2.16 per share and willexpire on January8, 2031. Our registration for resale of the Shares covered by this prospectus does not mean that the SellingSecurityholders will offer or sell any of the Shares. The Selling Securityholders may sell the Shares coveredby this prospectus in a number of different ways and at varying prices. For additional information on thepossible methods of sale that may be used by the Selling Securityholders, you should refer to the section ofthis prospectus entitled “Plan of Distribution” beginning on page8of this prospectus. We will not receiveany of the proceeds from the resale of Shares sold by the Selling Securityholders. You should read this prospectus carefully before you invest in our common shares. Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page3of thisprospectus. Our common shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) underthe symbol “WEED” and on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CGC”. OnJanuary14, 2026, the closing price of our common shares on Nasdaq was US$1.22 per share. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. TABLE OF CONTENTS PageProspectusAbout this Prospectus1Cautionary NoteRegarding Forward Looking Statements2Risk Factors3The Company4Use of Proceeds5Selling Securityholders6Plan of Distribution8Legal Matters10Experts11Where You Can Find More Information; Incorporation of Certain Documents by Reference12Enforceability of Civil Liabilities13 ABOUT THIS PROSPECTUS On January9, 2026, we filed with the U.S. Securities and Exchange Commission (the “SEC”) aregistration statement on FormS-3 (the “Registration Statement”), of which this prospectus forms a part,using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders may,from time to time, sell the Shares offered by them as described in this prospectus. Neither we nor the Selling Securityholders have authorized any dealer, agent or other person to giveany information or to make any representation other than those contained or incorporated by reference inthis prospectus and, if applicable, any accompanying prospectus supplement or any free writing prospectus.Neither we nor the Selling Securityholders take any responsibility for, and provide no assurance as to thereliability of, any other information that others may give you. This prospectus and, if applicable, anyaccompanying prospectus supplement or any free writing prospectus, do not constitute an offer to sell or thesolicitation of an offer to buy any securities other than the Shares, nor do this prospectus and, if applicable,any accompanying prospectus supplement or any free writing prospectus constitute an offer to sell or thesolicitation of an offer to buy the Shares in any jurisdiction to any person to whom it is unlawful to makesuch offer or solicitation in such jurisdiction. You should not assume that the information contained in thisprospectus and, if applicable, any accompanying prospectus supplement or any free writing prospectus, isaccurate on any date subsequent to the date set forth on the front of the document or that any information wehave incorporated by reference is correct on any date subsequent to the date of the document incorporatedby reference, even though this prospectus and, if applicable, any accompanying prospectus supplement orany free writing prospectus, is delivered or securities are sold on a later date. This prospectus may be supplemented from time to time by one or more prospectus supplements. Anysuch prospectus supplements may include additional information, such as additional risk factors or otherspecial considerations appl