UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On January 6, 2022, the Company’s board of directors (the “Board”) approved the terms of a Long-Term Incentive Program recommended by the Board’s compensation committee and pursuant to which the Company will allocate to certain employees (including executive officers) of the Company and its subsidiaries restricted stock units (“RSUs”) and option awards up to, in the aggregate, five and seventy-five hundredths percent (5.75%) of the fully diluted equity of the Company under the Company’s Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (“LTIP Awards”) in order to attract and retain such employees. The allocations of the LTIP Awards are contingent upon, and will occur within ten days following, the closing of the Recapitalization Transaction contemplated by the Restructuring Support Agreement, as previously disclosed in the Company’s filings with the U.S. Securities and Exchange Commission on April 1, 2021. Upon the consummation of the Recapitalization Transaction, the Company’s current stock options will be canceled.
On January 7, 2022, the Company issued a press release announcing the Board’s approval of the terms of the LTIP Awards. 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
| Exhibit No. | Description | |
| 99.1 | Press release dated January 7, 2022 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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.
| IANTHUS CAPITAL HOLDINGS, INC. | ||
| Date: January 10, 2022 | By: | /s/ Randy Maslow |
|
Randy Maslow Interim Chief Executive Officer | ||