SEC Comment Letter 0000000000-23-012083 to Canopy Growth Corp (CGC)
Canopy Growth Corp
Date: Nov. 3, 2023 · CIK: 0001737927 · Accession: 0000000000-23-012083
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38496
Letter
United States securities and exchange commission logo November 3, 2023 David Klein Chief Executive Officer Canopy Growth Corporation 1 Hershey Drive Smiths Falls, Ontario, K7A 0A8 Re:Canopy Growth Corporation Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A Filed August 11, 2023 File No. 001-38496 Dear David Klein: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A Amendment Proposal, page 13 1.We note your disclosure on page 18 that Canopy and Canopy USA restructured Canopy’s interests in Canopy USA to ensure that Canopy would be able to deconsolidate the financial results of Canopy USA from Canopy’s financial statements in accordance with US GAAP. Based on the facts and circumstances, the staff would object to deconsolidation of Canopy USA once the conditional THC interests are acquired. Please revise your discussion of the accounting for the “Structural Amendments” accordingly. Structure of Canopy USA, page 23 2.We note your response to prior comment 16. Please identify this third-party investor in your disclosure document as well as the natural person(s) that control this investor. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameDavid Klein Comapany NameCanopy Growth Corporation November 3, 2023 Page 2 FirstName LastName David Klein Canopy Growth Corporation November 3, 2023 Page 2 Please contact Tara Harkins at 202-551-3639 or Lynn Dicker at 202-551-3616 if you have questions regarding comments on the financial statements and related matters. Please contact Alan Campbell at 202-551-4224 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Yariv Katz
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United States securities and exchange commission logo
November 3, 2023
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, K7A 0A8
Re:Canopy Growth Corporation
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Filed August 11, 2023
File No. 001-38496
Dear David Klein:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Amendment Proposal, page 13
1.We note your disclosure on page 18 that Canopy and Canopy USA restructured Canopy’s
interests in Canopy USA to ensure that Canopy would be able to deconsolidate the
financial results of Canopy USA from Canopy’s financial statements in accordance with
US GAAP. Based on the facts and circumstances, the staff would object to
deconsolidation of Canopy USA once the conditional THC interests are acquired. Please
revise your discussion of the accounting for the “Structural Amendments” accordingly.
Structure of Canopy USA, page 23
2.We note your response to prior comment 16. Please identify this third-party investor in
your disclosure document as well as the natural person(s) that control this investor.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameDavid Klein
Comapany NameCanopy Growth Corporation
November 3, 2023 Page 2
FirstName LastName
David Klein
Canopy Growth Corporation
November 3, 2023
Page 2
Please contact Tara Harkins at 202-551-3639 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alan Campbell at 202-551-4224 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Yariv Katz