Wednesday, June 29 2022

Item 2.02 Results of Operations and Financial Condition.

On April 26, 2022, Canopy Growth Society (the “Company”) has issued a press release (the “Press Release”) announcing, among other things, certain preliminary information regarding the fourth quarter ended March 31, 2022 (“Q4 FY2022”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in Item 2.02 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is provided and will not be considered “filed” for purposes of Section 18 of the Securities Exchange Act. of 1934, as amended (the “Exchange Act”), or otherwise subject to the obligations of this section. The information set out in item 2.02 of this current report, including the attached exhibit 99.1, must not be incorporated by reference in any filing under the Securities Act 1933, as amended, or the Act on exchanges, regardless of the language of incorporation by reference in such deposit.

Section 8.01 Other Events.

As stated in the press release, due to the reduction in costs and expenses described in the press release, management expects charges between
$250$300 million in the fourth quarter of fiscal 2022, the majority of which will be non-cash and relate to write-downs of excess inventory balances as well as “property, plant and equipment” write-downs. In addition, the Company expects to incur between
$100$250 million non-cash impairment charges in the fourth quarter of fiscal 2022, mainly due to impairments of goodwill and intangible assets.

Notice Regarding Forward-Looking Information

This Section 8.01 contains “forward-looking statements” and “forward-looking information” within the meaning of WE and Canadian securities laws (collectively, “forward-looking statements”), which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe our future business, business plans, business and investment strategies, and investment performance. These forward-looking statements are generally identified by the use of terms and expressions such as “intention”, “objective”, “strategy”, “estimate”, “expects”, “plan”, “projections”, “forecasts”, “plans”, “seeks”, “anticipates”, “potential”, “proposed”, “should”, “should”, “could”, “would”, “may”, “probable”, “designed for”, ” foreseeable” future”, “believe”, “expected” and other similar expressions and include statements relating to the Company’s estimated cost savings opportunities and estimated pre-tax charges that the Company expects to incur as described in more detail herein. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Forward-looking statements are necessarily based on a number of estimates and assumptions which, although considered reasonable by management, are inherently subject to significant business, economic and competitive risks, financial results, results, performance or achievements expressed or implied by such forward-looking statements. statements and forward-looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements. A discussion of some of the material factors applicable to the Company can be found in the section entitled “Risk Factors” in Canopy’s Annual Report on Form 10-K for the year ended. March 31, 2021filed with the
Security and Exchange Commission and with the applicable Canadian securities regulatory authorities, as such factors may be updated from time to time in its periodic filings with the Security and Exchange Commission and with the relevant Canadian securities authorities, accessible at www.sec.gov/edgar and www.sedar.com respectively. These factors should not be construed as exhaustive and should be read in conjunction with the other caveats included in this current report on Form 8-K and in the filings. Any forward-looking statements included in this Section 8.01 are made as of the date of this current report on Form 8-K and, except as required by law, the Company disclaims any obligation to update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained in this Section 8.01 are expressly qualified by this cautionary statement.

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Item 9.01 Financial statements and supporting documents.


(d) Exhibits

Exhibit
  No.        Description

99.1           Press release dated April 26, 2022

104          Cover Page Interactive Data File-the cover page XBRL tags are embedded
             within the Inline XBRL document.

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