Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GALVIN ROBERT R

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2021

3. Issuer Name and Ticker or Trading Symbol
iANTHUS CAPITAL HOLDINGS, INC. [ITHUF]

(Last)

(First)

(Middle)

C/O IANTHUS CAPITAL HOLDINGS, INC., 420 LEXINGTON AVENUE, SUITE 414

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Interim COO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK, NY 10170

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	226,018	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (right to buy)	⁽¹⁾	10/30/2022	Common Shares	41,825	$ 2.42 ⁽²⁾	D
Options (right to buy)	⁽³⁾	01/15/2023	Common Shares	83,650	$ 5.14 ⁽²⁾	D
Options (right to buy)	⁽⁴⁾	06/06/2029	Common Shares	400,000	$ 5.35 ⁽²⁾	D
Options (right to buy)	⁽⁵⁾	08/06/2029	Common Shares	294,272	$ 7.5 ⁽²⁾	D
Warrants (right to buy)	⁽⁶⁾	10/30/2022	Common Shares	50,190	$ 5.98 ⁽²⁾	D
Warrants (right to buy)	⁽⁷⁾	10/30/2022	Common Shares	50,190	$ 3.59 ⁽²⁾	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GALVIN ROBERT R C/O IANTHUS CAPITAL HOLDINGS, INC. 420 LEXINGTON AVENUE, SUITE 414 NEW YORK, NY 10170			Interim COO

Signatures

/s/ Julius Kalcevich as Attorney-In-Fact for Robert R. Galvin		02/05/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On October 30, 2017, the Issuer granted the Reporting Person options to purchase up to 41,825 common shares. As of the date hereof, all options have vested in full.
(2)	The exercise price is denominated and reported in Canadian Dollars.
(3)	On January 15, 2018, the Issuer granted the Reporting Person options to purchase up to 83,650 common shares. As of the date hereof, all options have vested in full.
(4)	On June 6, 2019, the Issuer granted the Reporting Person options to purchase up to 400,000 common shares. The options vest as follows: 66,666 options vested on September 30, 2019 and the remaining options vest in 10 equal quarterly installments of approximately 33,333 options each with the first installment vesting on December 31, 2019.
(5)	On August 6, 2019, the Issuer granted the Reporting Person options to purchase up to 294,272 common shares, which options are subject to vesting upon the achievement of certain milestones. As of the date hereof, 223,285 options have vested in full. Assuming milestones are achieved as of each quarter end, the balance of the options will vest as follows: 14,198 options on March 31, 2021; 14,197 options on June 30, 2021; 14,197 options on September 30, 2021; 14,198 options on December 31, 2021; and 14,197 options on March 31, 2022.
(6)	On October 30, 2017, the Issuer granted the Reporting Person warrants to purchase up to 50,190 common shares which warrants vested immediately in full upon grant.
(7)	On October 30, 2017, the Issuer granted the Reporting Person warrants to purchase up to 50,190 common shares which warrants vested immediately in full upon grant.
Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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