UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2022, Marco D’Attanasio 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 effective as of September 15, 2022. Mr. D’Attanasio’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.
Mr. D’Attanasio was initially appointed to the Board as a designee of an Investor (as defined in the IRA (as defined herein)) pursuant to that certain Investor Rights Agreement (the “IRA”) by and among the Company, iAnthus Capital Management, LLC, a wholly-owned subsidiary of the Company, and certain investors (the “Investors”) which provides such Investor with the right to nominate one director to the Board, subject to such Investor’s Debt Exchange Common Share Percentage (as defined in the IRA) being at least 5%. As of the date hereof, such Investor has not nominated a director nominee to fill the vacancy on the Board created by Mr. D’Attanasio’s resignation.
Item 8.01 Other Events.
On September 16, 2022 the Company issued a press release announcing the resignation of Mr. D’Attanasio’s. 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
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Exhibit No. |
Description | |||
| 99.1 | Press release dated September 16, 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: September 16, 2022 | By: |
/s/ Robert Galvin | ||||
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Robert Galvin Interim Chief Executive Officer | ||||||