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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): January 18, 2022

 

IANTHUS CAPITAL HOLDINGS, INC.

(Name of registrant in its charter)

 

British Columbia, Canada   000-56228   98-1360810
(State or jurisdiction of   (Commission File   (IRS Employer
incorporation or organization)   Number)   Identification No.)

 

420 Lexington Avenue, Suite 414

New YorkNY 10170

(Address of principal executive offices)

 

(646518-9411

(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):

 

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(s) Name of each exchange on which registered
N/A N/A 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 18, 2022, Robert M. Whelan, Jr. informed the board of directors (the “Board”) of iAnthus Capital Holdings, Inc. (the “Company”) of his intention to resign as a member of the Board and as a member of the Company’s audit committee, nominating and corporate governance committee and compensation committee effective as of January 18, 2022. Mr. Whelan’s resignation was not the result of any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board.

 

Item 8.01 Other Events.

 

On January 18, 2022, the Company issued a press release announcing the resignation of Robert M. Whelan, Jr. as a member of the Company’s Board and the Company’s audit committee, nominating and corporate governance committee and compensation committee. 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 18, 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 18, 2022 By: /s/ Randy Maslow
   

Randy Maslow

Interim Chief Executive Officer