trueCRONOS GROUP INC.0001656472TorontoCanada001-38403Ontario00016564722026-06-182026-06-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2026
CRONOS GROUP INC.
(Exact name of registrant as specified in its charter)
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British Columbia, Canada | 001-38403 | N/A |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| | | | | | | | |
| 4491 Concession Rd 12 | | |
Stayner, Ontario | | L0M 1S0 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (416) 504-0004
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:
☐ 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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, no par value | CRON | The NASDAQ Stock Market LLC |
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. ☐
Cronos Group Inc. (the “Company”) is filing this Form 8-K/A (this “Amendment”) as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on June 22, 2026 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2026 Annual Meeting of Shareholders held on June 18, 2026 (the “Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding whether future non-binding advisory votes on the compensation of the Company’s named executive officers (“Say-on-Pay Votes”) should be held every one, two or three years (the “Say-on-Frequency Vote”). Except as set forth herein, no other changes have been made to the Original Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As reported in the Original Form 8-K, at the Meeting, shareholders, in a non-binding advisory vote, indicated a preference that future Say-on-Pay Votes be held annually. In light of these results, and consistent with the recommendation of the Company’s Board of Directors (the “Board”) regarding the proposal as set forth in the Company’s proxy statement for the Meeting, the Board determined that the Company will hold future Say-on-Pay Votes annually until the next required Say-on-Frequency Vote.
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.
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| | CRONOS GROUP INC. |
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| Dated: August 7, 2026 | | By: | /s/ Michael Gorenstein |
| | | Name: Michael Gorenstein |
| | | Title: President and Chief Executive Officer |