Canopy Growth Seeks Shareholder Approval for Canopy USA: A Game-Changing Move in Finance

  • Canadian cannabis company plans to close acquisitions of U.S.-based cannabis businesses
  • New structure allows Canopy Growth to retain its Nasdaq listing
  • Financials of Canopy USA to be reported as “non-controlling interest”
  • Definitive proxy to be filed with SEC for April 12 shareholder vote
  • Canopy USA to complete acquisitions of Jetty, Wana, and Acreage
  • Canopy Growth’s 17% stake in TerrAscend to be combined with Canopy USA
  • Canopy USA structure satisfies Nasdaq requirements for listing
  • Canopy Growth spokesperson confirms deal does not depend on cannabis rescheduling
  • SEC approval for the plan is currently unclear


Canopy Growth Corp. has announced its plans to seek shareholder approval for the closure of its acquisitions of U.S.-based cannabis businesses. The new structure, known as Canopy USA, will allow the company to retain its listing on the Nasdaq stock exchange. This move comes as Canopy Growth aims to comply with current Nasdaq requirements, which prohibit plant-touching companies from listing due to federal laws classifying cannabis as a Schedule I drug. By reporting the financials of Canopy USA as a “non-controlling interest,” Canopy Growth intends to satisfy these requirements while expanding its operations in the United States.

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Canopy USA’s Acquisitions and Shareholder Vote

Canopy Growth plans to file a definitive proxy with the Securities and Exchange Commission (SEC) on or about February 13, seeking approval for the Canopy USA structure. The shareholder vote is scheduled for April 12, allowing Canopy USA to proceed with its acquisitions of Jetty extract, Wana edibles, and Acreage cannabis. These businesses will be combined with Canopy Growth’s existing 17% stake in TerrAscend, further expanding the company’s presence in the U.S. cannabis market.

Nasdaq Compliance and SEC Approval

Canopy Growth’s decision to create the Canopy USA structure aims to satisfy Nasdaq’s requirements without depending on the rescheduling of cannabis. While the company asserts that the deal can proceed without the need for rescheduling, it’s unclear whether the SEC has granted approval for this specific plan. In November, Canopy Growth disclosed that the SEC had objected to the deconsolidation of Canopy USA once the acquisitions were completed, but the company has been in talks with regulators to resolve the issue.


Canopy Growth’s pursuit of shareholder approval for the Canopy USA structure marks a significant step in expanding its operations in the United States while maintaining its Nasdaq listing. The company’s ability to navigate the complex regulatory landscape demonstrates its commitment to growth and compliance. As the cannabis industry continues to evolve, Canopy Growth’s strategic moves position it at the forefront of the market. Shareholders eagerly await the outcome of the vote on April 12, which will determine the future trajectory of Canopy Growth’s U.S. ventures.

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