falseCRONOS GROUP INC.0001656472TorontoCanada001-38403Ontario00016564722023-11-272023-11-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2024

CRONOS GROUP INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
001-38403
N/A
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)
111 Peter Street, Suite 300
Toronto , Ontario
M5V 2H1
(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:
Title of each class
 Trading Symbol(s)

Name of each exchange on which registered
Common Shares, no par valueCRONThe 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. ☐


Item 1.02.    Termination of a Material Definitive Agreement.
On May 28, 2024, the agreement (the “Sale Agreement”) by and between a wholly owned subsidiary of Cronos Group Inc. (the “Company”) and Future Farmco Canada Inc. (the “Buyer”) for the sale and leaseback of the Company’s real property located at 4491 Concession 12 Sunnidale Road, Stayner, Ontario, Canada, L0M 1S0 (the “Peace Naturals Campus”) terminated pursuant to its terms. The Buyer did not satisfy or waive its condition that it satisfied itself in its sole, absolute and subjective discretion with respect to all aspects of the property, including financing of the purchase price, on or before May 27, 2024, the first business day that was 180 calendar days following the date of the Sale Agreement. All amounts paid by Buyer as part of a security deposit that were previously held in trust have been returned to the Buyer, in accordance with the Sale Agreement.
Item 7.01    Regulation FD Disclosure.
On May 28, 2024, the Company issued a press release announcing the termination of the Sale Agreement. A copy of the press release is attached as Exhibit 99.1 to, and is incorporated by reference in, this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing or document.

Item 9.01.    Financial Statements and Exhibits.
(d)     Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File – The cover page from Cronos Group Inc.’s Current Report on Form 8-K filed on May 28, 2024 is formatted in Inline XBRL.



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.
CRONOS GROUP INC.
Dated: May 28, 2024By:/s/ Michael Gorenstein
Name: Michael Gorenstein
Title: President and Chief Executive Officer



Cronos Terminates Sale-Leaseback of Peace Naturals Campus

TORONTO, May 28, 2024 (GLOBE NEWSWIRE) – Cronos Group Inc. (NASDAQ: CRON) (TSX: CRON) (“Cronos” or the “Company”) announced today that it has terminated its agreement (the “Sale Agreement”) with Future Farmco Canada Inc. (the “Buyer”), for the sale and leaseback of its property located at 4491 Concession 12 Sunnidale Road, Stayner, Ontario, Canada, L0M 1S0 (the “Peace Naturals Campus”). The Buyer did not satisfy or waive its due diligence and financing condition by the May 27, 2024 deadline, as set forth in the Sale Agreement. All amounts paid by the Buyer as part of a security deposit that were previously held in trust have been returned, in accordance with the Sale Agreement. The Company is continuing to evaluate its strategic options for the Peace Naturals Campus, which may include continuing and expanding operations at the facility.

About Cronos Group Inc. 
Cronos is an innovative global cannabinoid company committed to building disruptive intellectual property by advancing cannabis research, technology and product development. With a passion to responsibly elevate the consumer experience, Cronos is building an iconic brand portfolio. Cronos’ diverse international brand portfolio includes Spinach®, PEACE NATURALS® and Lord Jones®. For more information about Cronos and its brands, please visit: thecronosgroup.com.

Forward-looking Statements 
This press release may contain information that may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws and court decisions (collectively, “Forward-looking Statements”). All information contained herein that is not clearly historical in nature may constitute Forward-looking Statements. In some cases, Forward-looking Statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify Forward-looking Statements. Some of the Forward-looking Statements contained in this press release include statements about the Company’s plans for the Peace Naturals Campus and Cronos’ intention to build an international iconic brand portfolio and develop disruptive intellectual property. Forward-looking Statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, financial results, results, performance or achievements expressed or implied by those Forward-looking Statements and the Forward-looking Statements are not guarantees of future performance. A discussion of some of the material risks applicable to the Company can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, each of which has been filed on SEDAR and EDGAR and can be accessed at www.sedar.com and www.sec.gov/edgar, respectively. Any Forward-looking Statement included in this press release is made as of the date of this press release and, except as required by law, Cronos disclaims any obligation to update or revise any Forward-looking Statement. Readers are cautioned not to put undue reliance on any Forward-looking Statement.  

For further information, please contact: 

Investor Relations Contact: 
Shayne Laidlaw 
Investor Relations 



Tel: (416) 504-0004 
investor.relations@thecronosgroup.com 

Media Relations Contact: 
Emily Whalen 
Communications 
Tel: (416) 504-0004 
media.relations@thecronosgroup.com

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Cover Page
Nov. 27, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 28, 2024
Entity Address, State or Province ON
Entity Incorporation, State or Country Code Z4
Entity File Number 001-38403
Entity Address, Address Line One 111 Peter Street, Suite 300
Entity Address, City or Town Toronto
Entity Address, Postal Zip Code M5V 2H1
City Area Code 416
Local Phone Number 504-0004
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares, no par value
Trading Symbol CRON
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Entity Registrant Name CRONOS GROUP INC.
Entity Central Index Key 0001656472
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