UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 1, 2021
TRULIEVE CANNABIS CORP.
(Exact Name of Registrant as specified in its charter)
British Columbia | 000-56248 | 84-2231905 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6749 Ben Bostic Road Quincy, FL | 32351 | |
(Address of principal executive offices) | (Zip Code) |
(850) 508-0261
(Registrant’s telephone number, including area code)
Not Applicable
(Registrant’s name or former address, if change 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: None.
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 pursuant to Section 13(a) of the Exchange Act. ☒
EXPLANATORY NOTE
This Amendment No. 1 to a Current Report on Form 8-K/A (this “Amendment No. 1”) is being filed by Trulieve Cannabis Corp. (the “Company”) for the purpose of amending Item 9.01 of that certain Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on October 1, 2021 (the “Original Form 8-K”) in connection with the October 1, 2021 completion of the acquisition of Harvest Health & Recreation Inc., a British Columbia corporation (“Harvest”). As indicated in the Original Form 8-K, this Amendment is being filed to provide the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which were not previously filed with the Original Form 8-K as permitted by the rules of the SEC.
Item 9.01. Financial Statements and Exhibits.
(a) | Financial Statements of Business Acquired |
The audited consolidated financial statements of Harvest as of and for the years ended December 31, 2020 and 2019 and the unaudited consolidated financial statements of Harvest as of and for the six months ended June 30, 2021 are filed as Exhibits 99.1 and 99.2, respectively, to this Amendment No. 1, and are incorporated herein by reference.
(b) | Pro Forma Financial Information |
The unaudited pro forma condensed combined financial information of the Company, giving effect to the Harvest acquisition, which includes the unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 and for the nine months ended September 30, 2021 and the related notes, is filed as Exhibit 99.3 to this Amendment No. 1, and is incorporated herein by reference.
(d) | Exhibits. |
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 thereunto duly authorized.
Trulieve Cannabis Corp. | ||||||
Dated: December 17, 2021 | By: | /s/ Eric Powers | ||||
Name: | Eric Powers | |||||
Its: | Chief Legal Officer |