Curaleaf USA will have a director appointed by an investor.
New York-based Curaleaf Holdings Inc. (CSE: CURA) (OTCQX: CURLF) will reorganize its U.S. subsidiary, Curaleaf USA, as part of its plans to list on the Toronto Stock Exchange.
The reorganization involves a new investment in Curaleaf USA, where an independent investor acquired one share of Class A voting stock for $1 million. Previously, Curaleaf Holdings owned 100% of Curaleaf USA.
The investment resulted in the conversion of Curaleaf Holdings’ shares into 999 shares of Class B non-voting stock, which equates to a 99.9% economic interest in Curaleaf USA, according to the company.
Additionally, Curaleaf Holdings and Curaleaf USA entered into a protection agreement, which restricts certain changes in Curaleaf USA’s business operations and financial decisions without approval from Curaleaf Holdings.
Following the investment, a shareholders’ agreement was established between Curaleaf Holdings and the new investor outlining their respective rights and responsibilities regarding Curaleaf USA. The agreement includes terms for the repurchase of the Class A voting stock by Curaleaf USA and the investor’s right to appoint a director to Curaleaf USA’s board.
The reorganization is a key part of Curaleaf Holdings’ strategy to align with the requirements of the Toronto Stock Exchange, which management believes will provide a range of welcomed value and benefits.
TerrAscend Corp. (TSX: TSND) (OTCQX: TRSSF) over the summer made its introduction after delisting from the Canadian Securities Exchange.
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