UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 13, 2021

IANTHUS CAPITAL HOLDINGS, INC.

(Name of registrant in its charter)

420 Lexington Avenue, Suite 414

New York, NY 10170

(Address of principal executive offices)

(646) 518-9411

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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 Instructions A.2 below):

Securities registered pursuant to Section 12(b) of the Act:

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 8.01 Other Events.

On October 13, 2021, iAnthus Capital Holdings, Inc. (the “Company”) issued a press release with respect to the Notice of Application filed in the Ontario Superior Court of Justice (the “Court”) by Gotham Green Partners, LLC and Gotham Green Admin 1, LLC (the “Applicants”). On October 12, 2021, the Court granted the declaration sought by the Applicants. Specifically, the Court granted the Applicants’ relief sought and ordered that the Outside Date (as defined in the Restructuring Support Agreement) for closing the Company’s contemplated recapitalization transaction (the “Recapitalization Transaction”)  to be implemented by way of a court-approved plan of arrangement (“Plan of Arrangement”) as set forth in the Restructuring Support Agreement by and among the Company, its subsidiaries, the holders of the Company’s 13% senior secured convertible debentures and a majority of the holders of the Company’s 8% convertible unsecured debentures, dated July 10, 2020, as amended on June 15, 2021 (as amended, the “Restructuring Support Agreement”) be extended to the date on which any regulatory approval or consent condition to implementation of the Plan of Arrangement is satisfied or waived. The Company has the right to appeal the decision to the Ontario Court of Appeal on or prior to 30 days from the date the decision by the Court was released and is considering the merits of an appeal.

The Applicants are subject to a stay that, among other things, prevents any party to the Restructuring Support Agreement from advancing or impeding the regulatory process for the closing of the Recapitalization Transaction for a period of 48 hours after the release of the decision by the Court.

State-level regulatory approvals remain outstanding in Florida, Massachusetts, New York and Maryland.

A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated by reference into this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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.