Canopy Growth Corp (CGC) SEC Filings & Earnings Calls

Potential delisting from Nasdaq if compliance not regained within 180 days.

“Nasdaq letter; 180-day compliance period until April 12, 2027.”

Reverse stock split proposal may not be approved or may not raise share price sustainably.

“Share Consolidation Proposal at Annual Meeting; no assurance of price increase.”

Material Weakness in Internal Control over Financial Reporting

“A material weakness has been identified and included in management’s assessment in that a control designed to review and approve the financial reporting implications of significant technical accounting matters, specifically the classification of equity-linked instruments as either equity or liabilities, was not designed or operating effectively.” · word for word

Restatement of Prior Financial Statements

“the Company’s previously issued (i) audited consolidated financial statements for the fiscal year ended March 31, 2024, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the “2024 10-K”), (ii) audited consolidated financial statements for the fiscal year ended March 31, 2025, included in the Company’s Annual Repor”

Management Cease Trade Order

“On May 28, 2026, the Ontario Securities Commission issued a management cease trade order against Luc Mongeau, the Company’s CEO and Thomas Stewart, the Company’s CFO as a result of the Default.” · word for word

Dependence on US Cannabis Regulatory Changes

“These included sessions on key considerations and risks in respect of mergers and acquisitions, updates on the U.S. cannabis regulatory roadmap and rescheduling, and competitive landscape and legislative changes of the international cannabis landscape, as well as an in-depth review of the innovation pipeline for the Canadian adult-use market.” · word for word

Industry Headwinds and Market Volatility

“This decision is grounded in notable achievements: with 24.2% against the Adjusted EBITDA (as defined below under the heading “Non-GAAP Financial Measures”) target and 61.5% against the revenue target, which were impacted by broader industry headwinds and continued market volatility.” · word for word

Free cash flow deterioration due to working capital timing.

“Free cash outflow increased from $11.6M to $25.7M.”

Veterans Affairs Canada reimbursement rate reduction impacting medical cannabis revenue.

“Canada medical cannabis growth partially offset by VAC reimbursement rate reduction.”

Acreage default risk on Canopy USA debt investment

“Acreage is currently in default under the Third ARCA.” · word for word

SEC investigation related to BioSteel revenue recognition

“the Company is the subject of an ongoing investigation by the SEC.” · word for word

Material weakness in internal control over financial reporting

“we previously identified a material weakness in our internal control over financial reporting related to incorrect non-cash technical accounting application over equity-linked instruments.” · word for word

Canadian government reimbursement rate cut for medical cannabis

“the Canadian government’s Veterans Affairs Canada reduction in the reimbursement rate for medical cannabis which became effective on April 1, 2026.” · word for word

Share dilution from ATM program and convertible instruments

“Weighted average shares outstanding increased 124% YoY to 422M.”

Gross margin pressure from inventory charges and tariffs.

“The Company incurred $10.7 million of inventory charges in Q4 FY2026... The decreases in gross margin are due to lower sales, increased tariffs on imports into the United States and shifts in geographic mix.” · word for word

Storz & Bickel revenue decline due to consumer uncertainty and lapping strong prior year.

“The decreases in both periods are primarily attributable to lapping strong sales in the prior year and continued consumer economic uncertainty”

Acreage/Wana debt default risk

“Acreage is currently in default under the Third ARCA. ... the Company may lose the entirety of its investment in the Acreage and Wana Debt” · word for word

Internal control material weakness

“management identified a material weakness in our internal control over financial reporting ... our internal control over financial reporting and our disclosure controls and procedures were not effective as of March 31, 2026.” · word for word

Regulatory investigation risk

“the Company is the subject of a regulatory investigation and inquiry in connection with the BioSteel Review” · word for word

Going concern risk

“We have previously identified conditions and events that raised substantial doubt about our ability to continue as a going concern.” · word for word

US federal cannabis law enforcement risk

“cannabis continues to be categorized as a controlled substance under the CSA ... there is a risk that federal authorities may enforce current federal law”

Acreage Debt Default

“Acreage is currently in default under the Third ARCA.” · word for word

Canopy USA Investment Loss

“Fair value changes on Canopy USA related assets $ (31,817 )” · word for word

Medical Cannabis Reimbursement Cut

“the 2025 Budget proposes adjusting medical cannabis benefits by decreasing the reimbursement rate for medical cannabis offered by the Royal Canadian Mounted Police (the “RCMP”) and Veterans Affairs Canada (“VAC”) to eligible RCMP members and veterans respectively, from $8.50 per gram to $6.00 per gram” · word for word

MTL Acquisition Risk

“There can be no certainty, nor can the Company provide any assurance, that all conditions precedent contained in the MTL Arrangement Agreement will be satisfied or waived.” · word for word

SEC Investigation

“the Company is the subject of an ongoing investigation by the SEC.” · word for word

International supply chain challenges persist, impacting revenue growth.

“International markets cannabis net revenue decreased 31% YoY due to supply chain challenges in Europe.”

Gross margin compression due to mix shift and tariffs.

“Consolidated gross margin down 300 bps; Storz & Bickel margin impacted by tariffs on imports into the U.S.”

Consumer economic uncertainty affecting Storz & Bickel sales.

“Storz & Bickel net revenue decreased 9% YoY, attributed to lapping strong sales and continued consumer economic uncertainty.”

International cannabis revenue declined 39% due to supply chain challenges in Europe.

“International markets cannabis net revenue in Q2 FY2026 was $5MM, representing a decrease of 39% compared to Q2 FY2025. The decrease was primarily attributable to supply chain challenges in Europe.” · word for word

Tariff-related pressures may offset near-term performance in certain markets such as the United States.

“Tariff-related pressures may offset the near-term performance in certain markets such as the United States.” · word for word

Regulatory/Reimbursement Risk

“The 2025 Budget proposes adjusting medical cannabis benefits by decreasing the reimbursement rate for medical cannabis offered by the Royal Canadian Mounted Police (the "RCMP") and Veterans Affairs Canada ("VAC") to eligible RCMP members and veterans respectively, from $8.50 per gram to $6.00 per gram (the “Proposed Reimbursement Adjustment”).” · word for word

SEC Investigation

“the Company is the subject of an ongoing investigation by the SEC.” · word for word

Litigation Risk

“On April 4, 2025, an ostensible shareholder commenced a putative class action (Baron v. Canopy Growth Corporation et al. Case 1:25-cv-01877) against the Company and two of its officers in the U.S. District Court for the Eastern District of New York” · word for word