Green Thumb Industries : Unregistered Sales of Equity Securities - Form 8-K
January 07, 2022 at 06:08 am
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8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 30, 2021
GREEN THUMB INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
British Columbia
000-56132
98-1437430
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
325 West Huron Street, Suite 700
Chicago, Illinois60654
(Address of principal executive offices including zip code)
(312) 563-5600
(Registrant's telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of exchange
on which registered
N/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02
Unregistered Sales of Equity Securities
Green Thumb Industries Inc. (the "Company") is making this disclosure because its sales of equity securities not registered with the United States Securities and Exchange Commission (the "SEC") since its Quarterly Report on Form 10-Qfor the period ended September 30, 2021, filed with the SEC on November 12, 2021, in the aggregate, exceeds 1% of the number of shares of common stock outstanding as of November 1, 2021. The Company issued 5,668,020 of the Company's subordinate voting shares to the sellers of equity interests of companies that are engaged in the cultivation, production and/or sale of cannabis and related products in the United States. These acquisitions are not material to the Company. All of these shares were issued in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GREEN THUMB INDUSTRIES INC.
Date: January 6, 2022
/s/ Benjamin Kovler
Benjamin Kovler
Chief Executive Officer
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Green Thumb Industries Inc. published this content on 07 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 January 2022 11:07:04 UTC.
Green Thumb Industries Inc. is a cannabis consumer packaged goods company. It is a retailer, which promotes well-being through the power of cannabis while giving back to the communities in which it serves. It has two segments: Retail and Consumer Packaged Goods. The Company owns, manufactures and distributes a portfolio of cannabis consumer packaged goods brands, including &Shine, Beboe, Dogwalkers, Doctor Solomons, Good Green, incredibles and RYTHM, to third-party retail stores across the United States, as well as to its own retail stores. It also owns and operates retail cannabis stores that include a national chain called RISE Dispensaries, as well as retail stores operating under other names. Its retail stores sell a combination of its products and third-party products. It operates in 14 United States markets, including California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia.