v3.26.1
Share Capital
 3 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Share Capital

16. SHARE CAPITAL

CANOPY GROWTH

Authorized

An unlimited number of common shares and exchangeable shares (the “Exchangeable Shares”).

(i) Equity financings

On August 29, 2025, the Company established a new at-the-market equity program (the “August 2025 ATM Program”) that allows it to issue and sell up to US$200,000 of Canopy Shares to the public from time to time at the Company’s discretion in concurrent public offerings in the United States (the “U.S. Offering”) and Canada; provided, however; that (i) sales of common shares in the August 2025 ATM Program in Canada is limited to aggregate gross sales proceeds to the Company of up to US$50,000 (or its Canadian dollar equivalent) (the “Canadian Offering”); and (ii) in no event will the combined gross sales proceeds of the August 2025 ATM Program in the United States and Canada exceed US$200,000. The Company established the August 2025 ATM Program pursuant to an equity distribution agreement (the “August 2025 Equity Distribution Agreement”) entered into among the Company and BMO Nesbitt Burns Inc., as Canadian agent, and BMO Capital Markets Corp., as U.S. agent (together, the “Agents”).

The August 2025 ATM Program will be effective until the earlier of (A) June 5, 2027; (B) the issuance and sale of common shares having an aggregate offering price of US$200,000 on the terms and subject to the conditions set forth in the August 2025 Equity Distribution Agreement; (C) the date on which the Company’s registration statement, as amended, filed with the SEC (the “Registration Statement”) has ceased to be useable for sales of Shelf Securities (as defined in the August 2025 Equity Distribution Agreement) pursuant to General Instruction I.B.1 of Form S-3; (D) the date on which the Company receives notice from the SEC that the Registration Statement has ceased to be effective; and (E) the date on which the August 2025 Equity Distribution Agreement is terminated by the parties. In accordance with the August 2025 Equity Distribution Agreement, the Canadian Offering automatically terminated on July 5, 2026. The termination of the Canadian Offering does not affect the U.S. Offering and the August 2025 Equity Distribution Agreement continues in full force and effect with respect to the U.S. Offering. The August 2025 Equity Distribution Agreement replaced the equity distribution agreement dated February 28, 2025, as amended, among the Company and the Agents that established the Company’s prior at-the-market equity program (the “February 2025 ATM Program”).

During the three months ended June 30, 2026, no Canopy Shares have been sold under the August 2025 ATM Program.

During the three months ended June 30, 2025, the Company sold 21,006,528 common shares for gross proceeds of $38,261 under the February 2025 ATM Program. The February 2025 ATM Program has been completed and was replaced by the August 2025 ATM Program.

(ii) Other issuances of common shares and share capital transactions

During the three months ended June 30, 2026, the Company had the following other issuances and share capital transactions:

 

 

Number of common shares

 

 

Share
capital

 

 

Share and
warrant
reserve

 

Other issuances and share issue costs

 

 

-

 

 

$

(571

)

 

$

-

 

Total

 

 

-

 

 

$

(571

)

 

$

-

 

During the three months ended June 30, 2025, the Company had the following other issuances and share capital transactions:

 

 

Number of common shares

 

 

Share
capital

 

 

Share
based
reserve

 

Other issuances and share issue costs

 

 

-

 

 

$

(1,585

)

 

$

-

 

Total

 

 

-

 

 

$

(1,585

)

 

$

-

 

(iii) Liability classified warrants

The Company applies the Black-Scholes option pricing model to determine the fair value of its liability classified warrants at each reporting date with changes in fair value recorded in the consolidated statements of operations and comprehensive loss, see Note 21 for details. The following is a summary of the Company’s liability classified warrant activity during the three months ended June 30, 2026 and 2025:

 

 

Number of
whole
warrants

 

 

Weighted average exercise price

 

 

Weighted average remaining life (years)

 

Balance outstanding at March 31, 2026

 

 

30,838,728

 

 

$

4.49

 

 

 

4.11

 

Issuance of warrants

 

 

-

 

 

 

-

 

 

 

-

 

Balance outstanding at June 30, 2026

 

 

30,838,728

 

 

$

4.58

 

 

 

3.87

 

 

 

 

Number of
whole
warrants

 

 

Weighted average exercise price

 

 

Weighted average remaining life (years)

 

Balance outstanding at March 31, 2025

 

 

12,133,150

 

 

$

8.90

 

 

 

4.09

 

Issuance of warrants

 

 

-

 

 

 

-

 

 

 

-

 

Balance outstanding at June 30, 2025

 

 

12,133,150

 

 

$

8.41

 

 

 

3.84

 

The following is a summary of the Company’s liability classified warrant balances during the three months ended June 30, 2026 and 2025:

 

 

Warrant derivative liability

 

Balance outstanding at March 31, 2026

 

$

27,522

 

Fair value change

 

 

(659

)

Balance outstanding at June 30, 2026

 

$

26,863

 

 

 

 

Warrant derivative liability

 

Balance outstanding at March 31, 2025

 

$

8,647

 

Fair value change

 

 

3,334

 

Balance outstanding at June 30, 2025

 

$

11,981

 

 

(iv) Equity classified warrants

The following is a summary of the Company’s equity classified warrant activity during the three months ended June 30, 2026 and 2025:

 

 

Number of
whole
warrants

 

 

Weighted average exercise price

 

 

Weighted average remaining life (years)

 

 

Warrant reserve

 

Balance outstanding at March 31, 2026

 

 

23,528,830

 

 

$

4.08

 

 

 

3.46

 

 

$

2,612,631

 

Issuance of warrants

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance outstanding at June 30, 2026

 

 

23,528,830

 

 

$

4.08

 

 

 

3.21

 

 

$

2,612,631

 

 

 

 

Number of
whole
warrants

 

 

Weighted average exercise price

 

 

Weighted average remaining life (years)

 

 

Warrant reserve

 

Balance outstanding at March 31, 2025

 

 

3,350,430

 

 

$

16.18

 

 

 

4.12

 

 

$

2,590,485

 

Issuance of warrants

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance outstanding at June 30, 2025

 

 

3,350,430

 

 

$

16.18

 

 

 

3.87

 

 

$

2,590,485

 

(v) Issuances of Exchangeable Shares

During the three months ended June 30, 2026, the Company did not issue any Exchangeable Shares.

On April 18, 2024, Greenstar Canada Investment Limited Partnership (“Greenstar”) and CBG Holdings LLC, indirect, wholly-owned subsidiaries of Constellation Brands, Inc., exchanged all 17,149,925 Canopy Shares they collectively held for 17,149,925 Exchangeable Shares for no consideration. In addition, an additional 9,111,549 Exchangeable Shares were issued to Greenstar in connection with Greenstar’s conversion of approximately $81,220 of the principal amount of the $100,000 principal amount promissory note issued to Greenstar and payable on December 31, 2024, calculated based on a price per Exchangeable Share equal to $8.91. The Exchangeable Shares are convertible at any time, at the option of the holder, into Canopy Shares on a one for one basis.