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): February 21, 2023

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) 518-9418

(Registrant’s telephone number)

Not applicable

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of February 21, 2023, Zachary Arrick resigned as a member of the board of directors (the “Board”) of iAnthus Capital Holdings, Inc. (the “Company”) and a member of the Company’s compensation committee and nominating and corporate governance committee. Mr. Arrick’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. Arrick 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”) dated as of June 24, 2022 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. Arrick’s resignation.

Item 8.01 Other Events.

On February 22, 2023, the Company issued a press release announcing the resignation of Mr. Arrick. 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.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.