Statistik Asas
| CIK | 1876945 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Gold Flora Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| April 11, 2025 |
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): April 7, 2025 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission File |
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| April 3, 2025 |
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): March 28, 2025 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 3, 2025 |
Gold Flora Corporation Announces Appointment of Receiver Gold Flora Corporation Announces Appointment of Receiver COSTA MESA, Calif., April 2, 2025 /CNW/ - Gold Flora Corporation ("Gold Flora" or the "Company")(Cboe Canada:GRAM), a cannabis company with subsidiaries operating across California, today announced that, following its previously reported filing for a voluntary receivership pursuant under the laws of the State of California, the Los Angeles C |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-56348 FORM 12b-25 CUSIP Number 38090M102 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tran |
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| March 31, 2025 |
Gold Flora Corporation Announces Suspension of Trading on Cboe Canada Securities Halted on OTCQB Marketplace COSTA MESA, Calif. |
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| March 31, 2025 |
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): March 31, 2025 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 27, 2025 |
Gold Flora Corporation Files for Voluntary Receivership Gold Flora Corporation Files for Voluntary Receivership COSTA MESA, CA.—Gold Flora Corporation (“Gold Flora” or the “Company”), a cannabis company with subsidiaries operating across California, today announced that it filed for a voluntary receivership pursuant under the laws of the State of California (the “Receivership Proceedings”) on March 27, 2025 to seek court protection as a result of oblig |
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| March 27, 2025 |
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): March 27, 2025 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 31, 2024 |
a12-30x24xgoldfloraxform Installment Note THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. |
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| December 31, 2024 |
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): December 31, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission |
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| December 31, 2024 |
Gold Flora Completes Additional $2 Million Draw on Senior Loan Facility Gold Flora Completes Additional $2 Million Draw on Senior Loan Facility Costa Mesa, CA – December 31, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (Cboe Canada: GRAM) (OTCQB: GRAM) today announced the closing of an additional $2 million draw (the “Additional Draw”) on its previously announced, $13. |
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| November 27, 2024 |
Gold Flora Reports on Voting Results from a Special Meeting of Stockholders Gold Flora Reports on Voting Results from a Special Meeting of Stockholders Costa Mesa, CA – November 27, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (Cboe Canada: GRAM) (OTCQB: GRAM) a leading vertically-integrated California cannabis company, today announced the results of a Special Meeting of Stockholders (the "Meeting") held today via live online webcast. |
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| November 27, 2024 |
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): November 26, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission |
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| November 18, 2024 |
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): November 18, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission |
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| November 18, 2024 |
Gold Flora Announces Update to its Board of Directors EX-99.1 2 pressreleaseofgoldfloracor.htm EX-99.1 Gold Flora Announces Update to its Board of Directors Costa Mesa, CA – November 15, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (Cboe Canada: GRAM) (OTCQB: GRAM) a leading vertically-integrated California cannabis company, today announced that Mark Castaneda has ended his service as a member of the Board of Directors of Gold Flora |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-56348 (Exa |
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| November 14, 2024 |
EXHIBIT 99.1 Gold Flora Reports Third Quarter 2024 Financial Results Reports $32.6 Million in Q3 2024 Revenue and Adjusted Gross Profit of $21.1 Million, Representing a 65% Adjusted Gross Margin Achieves Positive Adjusted EBITDA of $2.8 Million Recent Cultivation Investments Delivered 20% Improvement in Q3 2024 Flower Harvest Yields Compared to Q1 2024 Conference Call to be Held November 14, 2024, |
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| November 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission |
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| November 13, 2024 |
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): November 13, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission |
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| November 13, 2024 |
Gold Flora Closes Additional $2 Million Draw on Senior Loan Facility Capital Infusion to Further Support Growth Initiatives across California Costa Mesa, CA – November 8, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (Cboe Canada: GRAM) (OTCQB: GRAM) today announced the closing of an additional $2 million draw (the “Additional Draw”) on its previously announced, $13. |
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| November 13, 2024 |
Installment Note dated November Installment Note THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. |
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| November 6, 2024 |
Gold Flora Confirms Stay of Limited Purpose Receivership Gold Flora Confirms Stay of Limited Purpose Receivership Costa Mesa, CA – November 6, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (Cboe Canada: GRAM) (OTCQB: GRAM) today announced that the Court of Chancery of the State of Delaware has granted a stipulation and order, and an interim report (the “Report”) has been filed, staying the previously announced temporary appointment of a limited purpose receiver. |
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| November 6, 2024 |
Financial Statements and Exhibits, Other Events 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): November 6, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission F |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 25, 2024 |
As filed with the Securities and Exchange Commission on October 25, 2024 As filed with the Securities and Exchange Commission on October 25, 2024 Registration No. |
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| October 25, 2024 |
Calculation of Registration Fee Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Gold Flora Corporation (Exact Name of Registrant as Specified in its Charter) Table1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(3) Proposed Maximum Offering Price per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Common Stock, par value $0. |
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| October 7, 2024 |
Gold Flora Confirms Receipt of Order Granting Limited Purpose Receivership Gold Flora Confirms Receipt of Order Granting Limited Purpose Receivership Costa Mesa, CA – October 4, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (Cboe Canada: GRAM) today announced that the Court of Chancery of the State of Delaware (the “Court”) has granted an order (the “Order”) advancing a motion for sanctions brought against the Company by the former directors of Left Coast Ventures (“LCV”), a subsidiary of the Company. |
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| October 7, 2024 |
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): October 7, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 29, 2024 |
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): August 28, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 29, 2024 |
Loan Agreement by and between Gold Flora Corporation and J.J. Astor & Co. LOAN AGREEMENT This Loan Agreement (this “Agreement”) is dated as of August 27, 2024 and is made and entered into between Gold Flora Corporation, a Delaware corporation (the “Company”), and J. |
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| August 29, 2024 |
Gold Flora Closes $7.15M Initial Draw of $13.15 Million Senior Loan Facility Strengthens Balance Sheet with Capital to Support Expanding California Brand Presence Costa Mesa, CA – August 28, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (Cboe Canada:GRAM) a leading vertically-integrated California cannabis company, today announced the closing of a Senior Loan Facility (the “Loan F |
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| August 29, 2024 |
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 27, 2024 is executed by Gold Flora, LLC, a California limited liability company (“Gold Flora”), Coastal MergerSub 2, LLC, a California limited liability company (“Coastal”), TPCO US Holding LLC, a Delaware limited liability company (“TPCO”), CMG Partners, Inc. |
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| August 29, 2024 |
Installment Note THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. |
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| August 29, 2024 |
Registration Rights Agreement by and between Gold Flora Corporation and J.J. Astor & Co. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 27, 2024 (the “Agreement Date”) by and between Gold Flora Corporation, a Delaware corporation (the “Company”), and J. |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-56348 (Exact na |
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| August 14, 2024 |
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): August 14, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 14, 2024 |
EXHIBIT 99.1 Gold Flora Reports Second Quarter 2024 Financial Results Reports $31.6 Million in Q2 2024 Revenue and Adjusted Gross Profit of $18.2 Million, Representing a 57% Adjusted Gross Margin Achieves Goal of Generating in Excess of 30% of Retail Revenue from the Company’s First Party Brand Portfolio Recently Completed Cultivation Investments Deliver 14% Improvement in Flower Harvest Yields Co |
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| June 27, 2024 |
June 27, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 17, 2024 |
Gold Flora Reports on Voting Results from the 2024 Annual General Meeting of Stockholders Gold Flora Reports on Voting Results from the 2024 Annual General Meeting of Stockholders Costa Mesa, CA – June 14, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (Cboe Canada:GRAM) a leading vertically-integrated California cannabis company, today announced the results of its Annual General Meeting of Stockholders (the “Meeting”) held today via live online webcast. |
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| June 17, 2024 |
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): June 14, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission File |
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| June 13, 2024 |
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): June 12, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission File |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| June 13, 2024 |
Amended and Restated By-Laws of Gold Flora Corporation AMENDED AND RESTATED BY-LAWS OF GOLD FLORA CORPORATION TABLE OF CONTENTS ARTICLE I OFFICES 1 ARTICLE II MEETINGS OF THE STOCKHOLDERS 1 ARTICLE III BOARD OF DIRECTORS 24 ARTICLE IV OFFICERS 27 ARTICLE V INDEMNIFICATION 29 ARTICLE VI STOCK CERTIFICATES AND THEIR TRANSFER 31 ARTICLE VII GENERAL PROVISIONS 32 ARTICLE VIII AMENDMENTS 33 AMENDED AND RESTATED BY-LAWS OF GOLD FLORA CORPORATION ARTICLE I OFFICES Section 1. |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization 93-2261104 (I.R.S. Employer Identification No.) 3165 Red Hill Avenue Costa Mesa, CA 92626 (949) 252-1908 (Address |
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| May 15, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Gold Flora Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-56348 (Exact n |
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| May 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 15, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission File |
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| May 15, 2024 |
EXHIBIT 99.1 Gold Flora Reports First Quarter 2024 Financial Results Grew Revenue 13% Sequentially to $32.2 Million Achieved Adjusted Gross Profit of $17.4 Million, Representing 54% Adjusted Gross Margin Conference Call to be Held May 15, 2024, at 6:00 p.m. ET Costa Mesa, CA – May 15, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (Cboe Canada:GRAM) a leading vertically-integrated |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-56348 (Exact name o |
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| April 5, 2024 |
EXHIBIT 99.1 Gold Flora Reports Fourth Quarter and Full Year 2023 Financial Results Generates Q4 2023 Revenue of $28.4 Million and Full Year Revenue of $91.0 Million Gross Profit Increased 16% Sequentially to $13.2 Million in Q4 2023, Representing 46% Gross Margin Achieved Positive Adjusted EBITDA in Q4 2023 Developed Disruptive New Brand Gramlin, Targeted at High-Volume Consumers Conference Call |
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| April 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 5, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission File |
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| April 5, 2024 |
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of Gold Flora Corporation, omitting subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2023: Name of Subsidiary Jurisdiction of Incorporation or Organization TPCO US Holding LLC Delaware Gold Flora, LLC California Black Lion Farms |
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| April 5, 2024 |
EXHIBIT 4.2 GOLD FLORA CORPORATION DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of registered securities of Gold Flora Corporation (“us,” “our,” “we” or the “Company”) is intended as a summary only and therefore is not a complete description. This description is based upon, and is qualified by reference to, our certificate o |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-56348 FORM 12b-25 CUSIP Number 38090M102 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tran |
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| March 1, 2024 |
Gold Flora Mourns the Passing of Chairman Troy Datcher EXHIBIT 99.1 Gold Flora Mourns the Passing of Chairman Troy Datcher Costa Mesa, CA – March 1, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (NEO:GRAM) today announced with great sadness the loss of Troy Datcher, Chairman of the Board, who passed away on February 26, 2024, following a brief hospitalization. “Troy exhibited remarkable dedication in his mission to effect positive cha |
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| March 1, 2024 |
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): February 26, 2024 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56348 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 93-2261104 (State or other jurisdiction of incorporation or organization) (I. |
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| November 13, 2023 |
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): August 31, 2023 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 25, 2023 |
EXHIBIT 99.1 Gold Flora, LLC Condensed Consolidated Financial Statements As Of June 30, 2023 And December 31, 2022 And For The Three and Six Months Ended June 30, 2023 And 2022 - 1 - Page(s) Condensed Consolidated Balance Sheets (Unaudited) 3 Condensed Consolidated Statements of Operations (Unaudited) 4 Condensed Consolidated Statements of Changes in Members’ Deficit (Unaudited) 5 - 6 Condensed Co |
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| September 25, 2023 |
EXHIBIT 99.2 Gold Flora Corporation Pro Forma Consolidated Financial Statements (Expressed in United States dollars) (Unaudited) 1 Gold Flora Corporation Unaudited pro forma consolidated balance sheet as at June 30, 2023 (Expressed in U.S dollars) Gold Flora LLC June 30, 2023 $ TPCO June 30, 2023 $ Note 4 Pro Forma Adjustments $ Pro Forma Consolidated $ Assets Current assets Cash 2,287,658 60,544, |
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| September 25, 2023 |
Financial Statements and Exhibits 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): July 7, 2023 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) |
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| September 12, 2023 |
Letter from MGO dated September 11, 2023 to the applicable Canadian securities regulators EXHIBIT 99.2 |
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| September 12, 2023 |
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): September 6, 2023 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission |
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| September 12, 2023 |
Letter from Marcum dated September 11, 2023 to the U.S. Securities and Exchange Commission EXHIBIT 16.1 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56348 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 93-2261104 (State or other jurisdiction of incorporation or organization) (I. |
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| July 17, 2023 |
Exhibit 99.1 - 1 - VOTING SUPPORT AND LOCK-UP AGREEMENT THIS AGREEMENT (the “Agreement”) is made as of the 21st day of February, 2023. BETWEEN: GOLD FLORA CAPITAL LLC (the “Member”) - and - TPCO HOLDING CORP, a corporation existing under the laws of the Province of British Columbia (“TPCO”) WHEREAS the Member is the registered and/or beneficial owner of, either directly or indirectly, and/or exerc |
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| July 17, 2023 |
Exhibit 99.2 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, |
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| July 17, 2023 |
GLFC / Gold Flora Corp / GOLD FLORA CAPITAL, LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Gold Flora Corp. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 38090M (CUSIP Number) Gold Flora Capital, LLC 3165 Red Hill Avenue Costa Mesa, California 92626 (949) 252-1908 July 7, 2023 (Date of Event which Requires Filing of this Statement |
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| July 13, 2023 |
Certificate of Incorporation of Gold Flora Corporation EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF GOLD FLORA CORPORATION I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), do execute this Certificate of Incorporation and do hereby certify as follows: ARTICLE I NAME OF THE CORPORATION The name of the corporation is Gold Flora Corporation (the “Corp |
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| July 13, 2023 |
EXHIBIT 4.1 GOLD FLORA CORPORATION as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent SUPPLEMENTAL WARRANT INDENTURE Dated as of July 7, 2023 1 THIS SUPPLEMENTAL WARRANT INDENTURE made as of the 7th day of July, 2023. BETWEEN: GOLD FLORA CORPORATION, a corporation incorporated under the laws of the State of Delaware (the “Corporation”) AND ODYSSEY TRUST COMPANY, a trust company cont |
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| July 13, 2023 |
Bylaws of Gold Flora Corporation EXHIBIT 3.2 BY-LAWS OF GOLD FLORA CORPORATION i TABLE OF CONTENTS ARTICLE I OFFICES 1 ARTICLE II MEETINGS OF THE STOCKHOLDERS 1 Section 2.03 Special Meetings. 1 Section 2.09 Voting; Proxies. 5 Section 2.11 Fixing the Record Date. 6 Section 2.12 Advance Notice of Stockholder Nominations and Proposals. 7 ARTICLE III BOARD OF DIRECTORS 23 ARTICLE IV OFFICERS 26 Section 4.01 Positions and Election. 26 |
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| July 13, 2023 |
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): June 7, 2023 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission File |
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| July 11, 2023 |
Press release, dated July 10, 2023 regarding completion of the Business Combination EXHIBIT 99.1 Gold Flora and The Parent Company Complete Transformational Merger Establishes a leading vertically-integrated operator in California, with 20 retail stores by year end, a dominant portfolio of house brands, and broad state-wide coverage; Optimized vertical infrastructure, scale, and supply chain to drive gross margin improvements and projected annualized cost savings of approximately |
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| July 11, 2023 |
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): June 7, 2023 Gold Flora Corporation (Exact name of registrant as specified in its charter) Delaware 0-56348 93-2261104 (State or other jurisdiction of incorporation) (Commission File |
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| July 5, 2023 |
Third Amendment to Letter Agreement between Mike Batesole and TPCO Holding Corp. EXHIBIT 10.1 CONFIDENTIAL THIRD AMENDMENT TO LETTER AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP. This Amendment to the Letter Agreement (“this Amendment”) between Mike Batesole (“Employee” or “You”) and TPCO Holding Corp. (“Employer”), is made as of June 27, 2023 (the “Amendment Effective Date”). WHEREAS Employee and Employer are parties to that certain Letter Agreement, dated February 1 |
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| July 5, 2023 |
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): June 27, 2023 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (Com |
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| June 21, 2023 |
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): June 15, 2023 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (Com |
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| June 6, 2023 |
EXHIBIT 99.1 The Parent Company Reminds Shareholders to Vote in Favor of the Proposed Business Combination with Gold Flora and Provides Additional Disclosure Meeting to be Held Thursday, June 15, 2023 at 12:00 PM ET | 9:00 AM PT SAN JOSE, Calif., June 6, 2023 - TPCO Holding Corp. ("The Parent Company" or the “Company") (NEO: GRAM) (OTCQX: GRAMF), a leading consumer-focused California cannabis comp |
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| June 6, 2023 |
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): June 5, 2023 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (Comm |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 16, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 15, 2023 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (Comm |
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| May 16, 2023 |
EXHIBIT 99.1 The Parent Company Reports First Quarter 2023 Financial Results Generates 17% sequential improvement in gross profit resulting in a new gross margin high point of 43% Workforce reductions completed from January 1, 2022, through March 31, 2023, resulted in approximately $21 million in annualized payroll savings. Conference call to be held May 15, 2023, at 6:00 p.m. ET. SAN JOSE, Calif. |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56348 TPCO Holding Corp. |
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| May 15, 2023 | ||
| May 15, 2023 | ||
| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 2, 2023 |
EXHIBIT 107 EX-FILING FEES Calculation of Filing Fee Table Schedule 14A (Form Type) TPCO Holding Corp. |
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| April 3, 2023 |
EXHIBIT 10.22 WORKING CAPITAL FACILITY AGREEMENT THIS WORKING CAPITAL FACILITY AGREEMENT (this “Agreement”), dated February 21, 2023, is made by and between TPCO US Holding LLC, a Delaware limited liability company (the “Lender”), and Gold Flora, LLC, a California limited liability company (the “Borrower”). WHEREAS, the Borrower is a party to a Business Combination Agreement dated February 21, 202 |
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| April 3, 2023 |
Insider Trading Policy of TPCO Holding Corp. EXHIBIT 19.1 TPCO HOLDING CORP. INSIDER TRADING POLICY Effective Date: January 15, 2021 1. Introduction TPCO Holding Corp. (the “Company”) encourages all its employees, officers and directors to become shareholders of the Company on a long-term investment basis. Since Company Personnel (as defined below) may, from time to time, become aware of important corporate developments, significant plans or |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-56348 TPCO HOLDING CORP |
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| April 3, 2023 |
List of Subsidiaries of TPCO Holding Corp. EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of TPCO Holding Corp., omitting subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2022: Name of Subsidiary Jurisdiction of Incorporation or Organization TPCO US Holding LLC Delaware CMG Partners, Inc. Delaware Left Coast Ventures |
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| April 3, 2023 |
SEC File Number: 000-56348 CUSIP Number: 87270T106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2023 |
EXHIBIT 99.1 The Parent Company Reports Preliminary Fourth Quarter and Full Year 2022 Financial Results Reports 2% sequential and 5% annual revenue growth Cost savings initiatives generated a 10% improvement in quarterly adjusted EBITDA loss FY 2022 gross profit grew 99.8% driving annual gross margin to 31% Maintained strong cash balance of $93.7 million at year end Revised strategic arrangement w |
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| March 31, 2023 |
FIRST AMENDMENT TO OFFER OF EMPLOYMENT BETWEEN ROZLYN LIPSEY AND TPCO US HOLDING LLC EXHIBIT 99.3 CONFIDENTIAL FIRST AMENDMENT TO OFFER OF EMPLOYMENT BETWEEN ROZLYN LIPSEY AND TPCO US HOLDING LLC This Amendment to the Offer of Employment (this “Amendment”) between Rozlyn Lipsey (“Employee” or “You”) and TPCO US Holdings LLC (“Employer”), is made as of February 3, 2023 (the “Amendment Effective Date”). WHEREAS Employee and Employer are parties to that certain Offer of Employment, d |
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| March 31, 2023 |
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): March 31, 2023 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (Co |
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| March 31, 2023 |
[Confidentiality and Invention Assignment Agreement Omitted] EXHIBIT 99.2 May 10, 2022 PERSONAL AND CONFIDENTIAL Rozlyn Lipsey [Email address omitted] RE: Offer of Employment with The Parent Company, US Holdings LLC. Dear Rozlyn Lipsey, We are pleased to extend to you an offer of employment with The Parent Company, US Holdings LLC. (“TPCO.”or the “Company”) with the anticipated start date of June 6, 2022. Your position is Executive Vice President of Operati |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| March 20, 2023 |
Tribune Publishing Co / GRHP Investments LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TPCO HOLDING CORP. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 87270T106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| February 27, 2023 |
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): February 21, 2023 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) |
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| February 27, 2023 |
Form of Stately Support Agreement EXHIBIT 10.3 *** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. *** VOTING SUPPORT AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 21st day of February, 2023. BE |
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| February 27, 2023 |
Form of TPCO Support Agreement EXHIBIT 10.1 *** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. *** VOTING SUPPORT AND LOCK-UP AGREEMENT THIS AGREEMENT (the “Agreement”) is made as of the 21st day of Februa |
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| February 27, 2023 |
EXHIBIT 2.1 *** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(2). Such excluded information is not material and is the type the registrant treats as confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. *** TPCO HOLDING CORP. and GOLD FLORA, LLC and STATELY CAPITAL CORPORATION and GOLD FLORA CORPORATION and GOLDEN |
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| February 27, 2023 |
Form of Gold Flora Support Agreement EXHIBIT 10.2 *** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. *** VOTING SUPPORT AND LOCK-UP AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 21st day of Februa |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| January 27, 2023 |
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): November 14, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdictio |
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| January 5, 2023 |
EXHIBIT 10.1 Execution Version MODIFICATION AGREEMENT This Modification Agreement (this ?Modification Agreement?), dated as of December 29, 2022, by and between TPCO Holding Corp., f/k/a ?Subversive Capital Acquisition Corp.? (?TPCO?) and ROC Nation LLC (?ROC? and together with TPCO, the ?Parties?, and each, a ?Party?). Recitals WHEREAS, the Parties are parties to that certain Binding Heads of Ter |
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| January 5, 2023 |
EXHIBIT 10.2 Execution Version TERMINATION AGREEMENT This Termination Agreement (this ?Termination Agreement?), dated as of December 29, 2022, by and between TPCO Holding Corp., f/k/a ?Subversive Capital Acquisition Corp.? (?TPCO?) and SC Branding, LLC (?SC Branding? and together with TPCO, the ?Parties?, and each, a ?Party?). Recitals WHEREAS, the Parties are parties to that certain Brand Strateg |
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| January 5, 2023 |
EXHIBIT 10.3 Execution Version SERVICES AGREEMENT This Services Agreement (this ?Agreement?), dated as of December 29, 2022, by and between TPCO Holding Corp., f/k/a ?Subversive Capital Acquisition Corp.? (?TPCO?) and SC Branding, LLC (?SC Branding? and together with TPCO, the ?Parties?, and each, a ?Party?). Recitals WHEREAS, the Parties are parties to that certain Brand Transfer Agreement, dated |
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| January 5, 2023 |
EXHIBIT 10.5 Execution Version LICENSE AGREEMENT THIS LICENSE AGREEMENT (this ?Agreement?) is entered into as of December 29, 2022, by and among MOTHER ROOM, LLC, a Delaware limited liability company (?Licensor?) and TPCO US Holdings LLC, a company organized under the laws of Delaware (?Licensee?). Licensor and Licensee are sometimes referred to herein collectively as the ?Parties? and each as a ? |
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| January 5, 2023 |
EXHIBIT 10.4 Execution Version BRAND TRANSFER AGREEMENT This Brand Transfer Agreement (this ?Agreement?), dated as of December 29, 2022 (?Effective Date?), by and between, on the one hand, TPCO Holding Corp., f/k/a ?Subversive Capital Acquisition Corp.? (?TPCO?), CMG Partners, Inc. (?CMG?), TPCO US Holding LLC (?TPCO-US?), NC3 Systems, Inc. (?NC3,? and together with TPCO, CMG, and TPCO-US ?Transfe |
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| January 5, 2023 |
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): December 29, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) |
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| December 16, 2022 |
TPCO Holding Corp. 1550 Leigh Avenue San Jose, California 95125 TPCO Holding Corp. 1550 Leigh Avenue San Jose, California 95125 December 16, 2022 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: TPCO Holding Corp. Registration Statement on Form S-1 (333-268790) Ladies and Gentlemen: Reference is made to the registration statement on Form S-1 (File No. 333-26879 |
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| December 14, 2022 |
EX-FILING FEES 5 tpcoex107.htm FILING FEE TABLES EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) TPCO Holding Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Fee |
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| December 14, 2022 |
List of Subsidiaries of TPCO Holding Corp. EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of TPCO Holding Corp., omitting subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 14, 2022: Name of Subsidiary Jurisdiction of Incorporation or Organization TPCO US Holding LLC Delaware CMG Partners, Inc. Delaware Left Coast Ventures |
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| December 14, 2022 |
As filed with the Securities and Exchange Commission on December 14, 2022 As filed with the Securities and Exchange Commission on December 14, 2022 Registration No. |
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| December 8, 2022 |
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): December 2, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) ( |
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| November 18, 2022 |
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): November 14, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) |
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| November 18, 2022 |
EXHIBIT 10.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG COAST L ACQUISITION CORP., TPCO HOLDING CORP. COASTAL MERGERSUB 1, INC., COASTAL MERGERSUB 2, LLC, COASTAL HOLDING COMPANY, LLC THE MEMBERS IDENTIFIED ON THE SIGNATURE PAGES HERETO AND EQUITYHOLDERS? REPRESENTATIVE DATED AS OF November 14, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Definitions |
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| November 18, 2022 |
EXHIBT 10.2 AMENDED AND RESTATED EXCHANGE RIGHTS AGREEMENT THIS AMENDED AND RESTATED EXCHANGE RIGHTS AGREEMENT (the ?Agreement?) is made on November 14, 2022. AMONG: TPCO HOLDING CORP., a corporation organized under the laws of the Province of British Columbia (?Parent?) and COAST L ACQUISITION CORP., a corporation organized under the laws of the State of Delaware (?Exchangeco?) and JULIAN MICHALO |
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| November 15, 2022 |
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): November 14, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) |
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| November 15, 2022 |
EXHIBIT 99.1 The Parent Company Reports Third Quarter 2022 Financial Results Gross margin improved to 34%, compared to 26% in Q3 2021 Sales from 1st party brands increase to 32% up from 26% in Q1 2021 Implemented operations optimization initiatives to realize approximately $13.6 million in annualized savings Expanded reach through an exclusive brand licensing and cultivation product agreement with |
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| November 14, 2022 |
EX-2.6 6 tpcoex26.htm AMENDMENT AGREEMENT EXHIBIT 2.6 Execution Copy AMENDMENT AGREEMENT This Amendment Agreement (this “Amendment”) is made and entered into as of March 4, 2022 (the “Amendment Effective Date”), by and among Coast L Acquisition Corp., a Delaware corporation (the “Buyer”), TPCO Holding Corp., a British Columbia corporation (“Parent”), Coastal Holding Company, LLC, a California limi |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56348 TPCO Holding Corp. |
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| November 14, 2022 |
EXHIBIT 2.7 SECOND AMENDMENT This SECOND Amendment (this ?Amendment?) is made and entered into as of September 29, 2022 (the ?Amendment Effective Date?), by and among Coast L Acquisition Corp., a Delaware corporation (the ?Buyer?), TPCO Holding Corp., a British Columbia corporation (?Parent?), Coastal Holding Company, LLC, a California limited liability company (?Coastal?), and Julian, Michalowski |
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| October 31, 2022 |
CA87270T1066 / Tribune Publishing Co / Roc Nation LLC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 TPCO HOLDING CORP. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 87270T106 (CUSIP Number) April 1, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| October 17, 2022 |
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): October 14, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) ( |
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| October 3, 2022 |
Entry into a Material Definitive Agreement 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): September 29, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) |
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| August 15, 2022 |
EX-99.1 2 d337752dex991.htm EX-99.1 Exhibit 99.1 The Parent Company Reports Second Quarter 2022 Financial Results Reports net sales of $27.4 million as the Company focuses on higher quality revenue streams Increases omni-channel retail revenue 60% from prior year to $19 million, or 69% of net sales in the quarter Sales of Company-owned brands increased to an average of 29% of products sold through |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 15, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (C |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56348 TPCO Holding Corp. |
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| July 8, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): July 5, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (Comm |
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| July 8, 2022 |
Letter from MNP dated July 8, 2022 to the U.S. Securities and Exchange Commission Exhibit 16.1 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549 Ladies and Gentlemen: We have read Item 4.01 of the Form 8-K dated July 5, 2022 (the ?Form 8-K?) of TPCO Holding Corp. (the ?Company?) and are in agreement with the statements contained in Item 4.01(a) We have no basis to agree or disagree with other statements of the Company contained in the Form 8-K. /s/ |
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| June 24, 2022 |
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): June 22, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (Com |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| May 16, 2022 |
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 11, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (Comm |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56348 TPCO Holding Corp. |
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| May 16, 2022 |
Exhibit 99.1 The Parent Company Reports First Quarter 2022 Financial Results Omni-channel retail revenue increased 97% year-over-year, comprising 57% of net sales in Q1 2022 Gross margin improved to 25% in Q1 2022 from 12% average in 2021 Reveals strategic business improvement initiatives to support long-term profitability Announces FY 2022 expected operating expense savings of $30M, a reduction o |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 2, 2022 |
PROPOSAL 2 - THE EQUITY INCENTIVE PLAN PROPOSAL Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| April 27, 2022 |
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): April 21, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (Co |
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| April 22, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-56348 |
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| March 31, 2022 |
Exhibit 99.1 The Parent Company Reports Fourth Quarter and Full Year 2021 Financial Results Doubled Direct-to-Consumer revenue to 50% of net sales in Q4 2021 compared with 24% in Q1 2021 Expanded reach to over 80% of California population with 11 retail stores, the second largest retail footprint in the state, 6 delivery depots and an immersive mobile shopping app Appoints Tanisha Robinson as Chie |
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| March 31, 2022 |
Exhibit 4.3 DESCRIPTION OF REGISTRANT?S SECURITIES, The following description of the securities of TPCO Holding Corp. (the ?Company,? ?we,? ?us,? and ?our?) is a summary and is not complete, may not contain all the information you should consider before investing in our securities and is qualified in its entirety by reference to our Notice of Articles and Articles (collectively, as amended, the ?A |
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| March 31, 2022 |
List of Subsidiaries of TPCO Holding Corp. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of TPCO Holding Corp., omitting subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2021: Name of Subsidiary Jurisdiction of Incorporation or Organization TPCO US Holding LLC Delaware CMG Partners, Inc. Delaware Left Coast Ventures |
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| March 31, 2022 |
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): March 25, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) (Co |
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| February 14, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the ?Act?) by and among the parties listed below, each referenced to herein as a ?Joint Filer. |
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| February 14, 2022 |
CA87270T1066 / Tribune Publishing Co / Auerbach Michael - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TPCO HOLDING CORP. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 87270T106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| February 7, 2022 |
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): February 4, 2022 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) ( |
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| February 7, 2022 |
Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (the ?Agreement?) is made by and between Dennis O?Malley (?Executive?), and TPCO Holding Corp. and its affiliates (collectively, the ?Company?), dated as of the last date on which Executive and Company affix their signature hereto (the ?Effective Date?). For purposes of this Agreement, each of the Company and Executive may be referred to |
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| December 9, 2021 |
Exhibit 10.15 *** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is information that the Company treats as private or confidential. Such omitted information is indicated by brackets ?[***]?) in this exhibit. *** BRAND STRATEGY AGREEMENT This Brand Strategy Agreement (this ?Agreement?), entered into a |
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| December 9, 2021 |
Exhibit 10.14 *** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is information that the Company treats as private or confidential. Such omitted information is indicated by brackets ?[***]?) in this exhibit. *** BINDING HEADS OF TERMS November 24, 2020 Via Electronic Mail TPCO US Holding, LLC 1695 So |
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| December 9, 2021 |
As filed with the Securities and Exchange Commission on December 9, 2021 Table of Contents As filed with the Securities and Exchange Commission on December 9, 2021 Commission File No. |
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| December 9, 2021 |
1(212) 318-6053 [email protected] December 9, 2021 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Margaret Schwartz Re: TPCO Holding Corp. Amendment No. 3 to Registration Statement on Form 10-12G Filed October 27, 2021 File No. 000-56348 Ladies and Gentlemen: On behalf of TPCO Hold |
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| November 15, 2021 |
Exhibit 99.1 The Parent Company Reports Third Quarter 2021 Financial Results Achieves Sequential Direct-to-Consumer Revenue Growth of 7.6% Retail Store presence more than 3x, expanding statewide reach to Over 80% of California Population Proceed with the Acquisition of Calma in West Hollywood and Jaydens Journey in Ceres and Announced the Planned Acquisition of Coastal Continues Shift to Higher Ma |
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| November 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 15, 2021 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 0-56348 98-1566338 (State or other jurisdiction of incorporation) |
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| November 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For th e quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56348 TPCO Holding Corp. |
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| November 12, 2021 |
Left Coast Ventures, Inc. Amended and Restated 2018 Equity Incentive Plan Exhibit 4.3 LEFT COAST VENTURES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: June 28, 2018 APPROVED BY THE STOCKHOLDERS: July 25, 2018 TERMINATION DATE: June 27, 2028 1. General. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of th |
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| November 12, 2021 |
As filed with the Securities and Exchange Commission on November 10, 2021. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TPCO Holding Corp. (Exact name of registrant as specified in its charter) British Columbia, Canada 98-1566338 (State or other jurisdiction of incorporation or organization) (I.R.S. Employe |
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| November 12, 2021 |
CMG Partners, Inc. 2019 Stock Option and Grant Plan Exhibit 4.2 CMG PARTNERS, INC. 2019 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the CMG Partners, Inc. 2019 Stock Option and Grant Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of CMG Partners, Inc., a Delaware corporation (including any successo |
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| October 27, 2021 |
10-12G/A 1 d209215d1012ga.htm 10-12G/A Table of Contents As filed with the Securities and Exchange Commission on October 27, 2021 Commission File No. 0-56348 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10/A (Amendment No. 3) GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TPCO HOLDING CORP. (Exact name of |
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| October 27, 2021 |
1(212) 318-6053 [email protected] October 27, 2021 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Margaret Schwartz Re: TPCO Holding Corp. Amendment No. 2 to Registration Statement on Form 10-12G Filed October 8, 2021 File No. 000-56348 Ladies and Gentlemen: On behalf of TPCO Holdi |
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| October 8, 2021 |
As filed with the Securities and Exchange Commission on October 7, 2021 Table of Contents As filed with the Securities and Exchange Commission on October 7, 2021 Commission File No. |
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| October 8, 2021 |
Exhibit 2.5 Execution Version UNIT PURCHASE AGREEMENT BY AND AMONG COAST L ACQUISITION CORP., TPCO HOLDING CORP., THE MEMBERS IDENTIFIED ON THE SIGNATURE PAGES HERETO, JULIAN MICHALOWSKI, AS EQUITYHOLDERS? REPRESENTATIVE, and COASTAL HOLDING COMPANY, LLC DATED AS OF October 1, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Definitions 2 Section 1.02 Interpretation 17 AR |
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| October 1, 2021 |
Notice of Articles of Subversive Capital Acquisition Corp., dated July 15, 2019 Exhibit 3.1 Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Notice of Articles BUSINESS CORPORATIONS ACT CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies CAROL PREST NOTICE OF ARTICLES Name of Company: SUBVERSIVE CAPITAL ACQUISITION CORP. |
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| October 1, 2021 |
Exhibit 10.5 CONFIDENTIAL FIRST AMENDMENT TO LETTER AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP. This Amendment to the Letter Agreement (?this Amendment?) between Mike Batesole (?Employee? or ?You?) and TPCO Holding Corp. (?Employer?), is made as of March 30, 2021 (the ?Amendment Effective Date?). WHEREAS Employee and Employer are parties to that certain Letter Agreement, dated February |
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| October 1, 2021 |
Articles of Subversive Capital Acquisition Corp., dated July 15, 2019 Exhibit 3.2 TABLE OF CONTENTS BUSINESS CORPORATIONS ACT ARTICLES of SUBVERSIVE CAPITAL ACQUISITION CORP. Page ARTICLE 1 INTERPRETATION 1.1 Definitions 1 1.2 Business Corporations Act and Interpretation Act Definitions Applicable 1 ARTICLE 2 SHARES AND SHARE CERTIFICATES 2.1 Authorized Share Structure 1 2.2 Form of Share Certificate 2 2.3 Shareholder Entitled to Certificate or Acknowledgement 2 2.4 |
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| October 1, 2021 |
Warrant Agency Agreement between the Company and Odyssey Trust Company dated July 16, 2019 Exhibit 4.2 SUBVERSIVE CAPITAL ACQUISITION CORP. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT AGENCY AGREEMENT July 16, 2019 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Meaning of ?Outstanding? for Certain Purposes 10 Section 1.3 Certain Rules of Interpretation 10 Section 1.4 Interpretation not Affected by Headings, etc. 11 Sectio |
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| October 1, 2021 |
Exhibit 2.1 TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO CMG MERGER SUB INC., CMG PARTNERS, INC. AND GRHP MANAGEMENT, LLC, AS SHAREHOLDERS? REPRESENTATIVE DATED AS OF NOVEMBER 24, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Definitions 2 Section 1.02 Interpretation 19 ARTICLE II TRANSACTION 21 Section 2.01 Transaction 21 Section 2.02 |
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| October 1, 2021 |
Exhibit 10.6 SECOND AMENDMENT TO LETTER AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP. This Amendment to the Letter Agreement (?this Amendment?) between Mike Batesole (?Employee? or ?You?) and TPCO Holding Corp. (?Employer?), is made as of May 20, 2021 (the ?Amendment Effective Date?). WHEREAS Employee and Employer are parties to that certain Letter Agreement, dated February 15, 2021 (the |
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| October 1, 2021 |
Employment Letter Agreement, dated February 18, 2021, between TPCO Holding Corp. and Mike Batesole Exhibit 10.4 February 17, 2021 Mike Batesole 4180 Arbolado Dr. Walnut Creek, CA 94598 Dear Mike, We are writing to you to extend an offer of employment with TPCO Holding Corp. (?Employer?) so you can join us on our exciting new journey. Assuming you accept our offer as described and explained below, your employment by Employer under the terms outlined in this document will be effective upon Februa |
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| October 1, 2021 |
Exhibit 10.2 This LOCKUP AND FORFEITURE AGREEMENT (this ?Agreement?) is entered into as of January 15, 2021, by and between Subversive Capital Acquisition Corp. (the ?Corporation?), Subversive Capital Sponsor LLC (the ?Sponsor?), Michael Auerbach and Leland Hensch (the ?Individual Founders?), CMG Partners, Inc. (?Caliva?), and Left Coast Ventures, Inc. (?LCV?). WHEREAS the Individual Founders thro |
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| October 1, 2021 |
TPCO Holding Corp. Equity Incentive Plan Exhibit 10.9 TPCO HOLDING CORP. EQUITY INCENTIVE PLAN TABLE OF CONTENTS Article 1?DEFINITIONS 1 Section 1.1 Definitions. 1 Article 2?PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 7 Section 2.1 Purpose of the Plan. 7 Section 2.2 Implementation and Administration of the Plan. 7 Section 2.3 Eligible Participants. 7 Section 2.4 Shares Subject to the Plan. 8 Section 2.5 Participation Limit |
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| October 1, 2021 |
As filed with the Securities and Exchange Commission on September 30, 2021 Table of Contents As filed with the Securities and Exchange Commission on September 30, 2021 Commission File No. |
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| October 1, 2021 |
Exhibit 10.8 This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), is made as of January 15, 2021, by and among Subversive Capital Acquisition Corp., a special purpose acquisition corporation incorporated and existing under the laws of British Columbia (together with its successors, the ?Corporation?), and each of the Persons set forth on the signature pages hereto and identified as a ?Holder? he |
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| October 1, 2021 |
Specimen Common Share Certificate Exhibit 4.1 INCORPORATED UNDER THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT There are special rights or restrictions attached to the common shares in the capital of the Corporation. A copy of the full text of such special rights or restrictions is obtainable from the registered or records office of the Corporation, on demand and without charge. TPCO HOLDING CORP. THIS CERTIFIES THAT CERT.9999 ** |
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| October 1, 2021 |
Exhibit 2.3 AGREEMENT AND PLAN OF MERGER BY AND AMONG LEFT COAST VENTURES, INC., LCV HOLDINGS 710, LLC, SISU EXTRACTION, LLC AND JOHN FIGUEIREDO, AS THE REPRESENTATIVE FEBRUARY 21, 2020 TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINITIONS 2 ARTICLE 2 THE MERGER 16 2.1 The Closing 16 2.2 Effects of the Merger 16 2.3 Conversion of Shares 17 2.4 Holdback 18 2.5 Second Cash Payment 19 2.6 Third Cash P |
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| October 1, 2021 |
Certificate of Change of Name, dated January 15, 2021 by Subversive Capital Acquisition Corp. Exhibit 3.3 Number: BC1212806 CERTIFICATE OF CHANGE OF NAME BUSINESS CORPORATIONS ACT I Hereby Certify that SUBVERSIVE CAPITAL ACQUISITION CORP. changed its name to TPCO HOLDING CORP. on January 15, 2021 at 05:05 AM Pacific Time. ELECTRONIC CERTIFICATE Issued under my hand at Victoria, British Columbia On January 15, 2021 CAROL PREST Registrar of Companies Province of British Columbia Canada |
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| October 1, 2021 |
Employment Letter Agreement, dated December 15, 2020 between TPCO Holding Corp. and Steve Allan Exhibit 10.3 December 15, 2020 Steven Allan, Jr. 80 Teresita Blvd San Francisco, CA 94127 Dear Steve, As you know, the boards of CMG Partners, Inc. (?Caliva?), Left Coast Ventures, Inc. (?Left Coast Ventures?) and Subversive Capital Acquisition Corp. (?Subversive?) have determined to enter into a series of transactions pursuant to which, among other things, Subversive will acquire Caliva and Left |
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| October 1, 2021 |
Employment Letter Agreement, dated August 10, 2021 between TPCO Holding Corp. and Troy Datcher Exhibit 10.11 August 10, 2021 Troy Datcher 18024 Broadway Terrace, Oakland, CA 94611 Dear Troy, We are writing to you to extend an offer of employment with TPCO Holding Corp. (?Employer? or ?Company?) so you can join us on our exciting new journey. Assuming you accept our offer as described and explained below, your employment by Employer under the terms outlined in this document will be effective |
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| October 1, 2021 |
Table of Contents Exhibit 2.4 TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., CMG PARTNERS, INC., OG ENTERPRISES BRANDING, INC., AND SC VESSEL 1, LLC AND SC BRANDING, LLC AND DATED AS OF NOVEMBER 24, 2020 Table of Contents TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.01 Certain Definitions. For purposes of this Agreement, including the Recitals 1 Section 1.02 |
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| October 1, 2021 |
TPCO Holding Corp. 1550 Leigh Avenue San Jose, California 95125 TPCO Holding Corp. 1550 Leigh Avenue San Jose, California 95125 October 1, 2021 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Margaret Schwartz Re: TPCO Holding Corp. Form RW: Registration Withdrawal Request Form 10 Registration Statement Filed on August 9, 2021 File No. 001-40726 Ladies and |
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| October 1, 2021 |
Exhibit 10.1 This NOMINATION RIGHTS AGREEMENT (this ?Agreement?) is made as of the 15th day of January, 2021, among: SUBVERSIVE CAPITAL ACQUISITION CORP. (the ?Company?); SUBVERSIVE CAPITAL SPONSOR, LLC (the ?Sponsor?); and GRHP MANAGEMENT, LLC (the ?Shareholders? Representative?). WHEREAS, the Company is party to a Transaction Agreement, dated as of November 24, 2020, among the Company, CMG Partn |
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| October 1, 2021 |
TPCO Holding Corp. Form of Award Agreements under Equity Incentive Plan Exhibit 10.10 TPCO HOLDING CORP. RSU AWARD AGREEMENT To: [?] (the ?Participant?) This Agreement confirms the award by TPCO Holding Corp. (the ?Corporation?) of restricted share units (?RSUs?) which represent the right of the Participant to receive, subject to the satisfaction of certain conditions, common shares in the capital of the Corporation (?Shares?) pursuant to the Corporation?s Equity Ince |
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| October 1, 2021 |
Exhibit 2.2 TRANSACTION AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO LCV MERGER SUB INC., LEFT COAST VENTURES, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC DATED AS OF NOVEMBER 24, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Definitions 2 Section 1.02 Interpretation 18 ARTICLE II TRANSACTION 19 Section 2.01 Transact |
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| October 1, 2021 |
Exhibit 10.7 December 15, 2020 Dennis O?Malley 120 Dundee Lane San Carlos CA 94070 Dear Dennis, As you know, the boards of CMG Partners, Inc. (?Caliva?), Left Coast Ventures, Inc. (?Left Coast Ventures?) and Subversive Capital Acquisition Corp. (?Subversive?) have determined to enter into a series of transactions pursuant to which, among other things, Subversive will acquire Caliva and Left Coast |
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| October 1, 2021 |
Exhibit 10.12 LOCK-UP AGREEMENT July 28, 2021 TPCO Holding Corp. (the ?Corporation?) Re: Voluntary Lock-up Agreement The undersigned (the ?Locked-up Party?) is a director or officer of the Corporation. The Locked-up Party has agreed to the restrictions set forth in this agreement for the benefit of the Corporation. In consideration of the foregoing, and for other good and valuable consideration, t |
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| October 1, 2021 |
Form of Indemnification Agreement with directors and executive officers Exhibit 10.13 INDEMNITY AGREEMENT This Indemnity Agreement (this ?Agreement?) is made as of between TPCO Holding Corp. (the ?Company?), a Company incorporated under the laws of the Province of British Columbia, and (the ?Indemnitee?). NOW, THEREFORE, in consideration of the Indemnitee agreeing to serve or continue to serve as a director or officer of the Company, and having regard to the premises |
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| October 1, 2021 |
List of Subsidiaries of TPCO Holding Corp. Exhibit 21.1 TPCO HOLDING CORP SUBSIDIARIES Name Jurisdiction of Incorporation of Organization Percentage of Voting Securities Owned by its Immediate Parent Alpha Staffing, LLC California 100 Caliva CADECC1, LLC California 100 Caliva CADINH1, Inc. California 100 Caliva CAMISJ2, Inc. California 100 Caliva CARECE1, LLC California 100 Caliva CAREDELA1, LLC California 42 Caliva CARERC1, LLC California |
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| October 1, 2021 |
Letter from Deloitte LLP regarding change in certifying accountant Exhibit 16.1 August 6, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549 U.S.A. We have read TPCO Holding Corp.?s statements under the section ?Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure? (the ?Section?) included in its Initial Registration Statement on Form 10 dated August 6, 2021, and agree with such statements as it |
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| September 30, 2021 |
List of Subsidiaries of TPCO Holding Corp. Exhibit 21.1 TPCO HOLDING CORP SUBSIDIARIES Name Jurisdiction of Incorporation of Organization Percentage of Voting Securities Owned by its Immediate Parent Alpha Staffing, LLC California 100 Caliva CADECC1, LLC California 100 Caliva CADINH1, Inc. California 100 Caliva CAMISJ2, Inc. California 100 Caliva CARECE1, LLC California 100 Caliva CAREDELA1, LLC California 42 Caliva CARERC1, LLC California |
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| September 30, 2021 |
Exhibit 10.7 December 15, 2020 Dennis O?Malley 120 Dundee Lane San Carlos CA 94070 Dear Dennis, As you know, the boards of CMG Partners, Inc. (?Caliva?), Left Coast Ventures, Inc. (?Left Coast Ventures?) and Subversive Capital Acquisition Corp. (?Subversive?) have determined to enter into a series of transactions pursuant to which, among other things, Subversive will acquire Caliva and Left Coast |
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| September 30, 2021 |
TPCO Holding Corp. Form of Award Agreements under Equity Incentive Plan Exhibit 10.10 TPCO HOLDING CORP. RSU AWARD AGREEMENT To: [?] (the ?Participant?) This Agreement confirms the award by TPCO Holding Corp. (the ?Corporation?) of restricted share units (?RSUs?) which represent the right of the Participant to receive, subject to the satisfaction of certain conditions, common shares in the capital of the Corporation (?Shares?) pursuant to the Corporation?s Equity Ince |
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| September 30, 2021 |
Warrant Agency Agreement between the Company and Odyssey Trust Company dated July 16, 2019 Exhibit 4.2 SUBVERSIVE CAPITAL ACQUISITION CORP. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT AGENCY AGREEMENT July 16, 2019 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Meaning of ?Outstanding? for Certain Purposes 10 Section 1.3 Certain Rules of Interpretation 10 Section 1.4 Interpretation not Affected by Headings, etc. 11 Sectio |
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| September 30, 2021 |
Certificate of Change of Name, dated January 15, 2021 by Subversive Capital Acquisition Corp. Exhibit 3.3 Number: BC1212806 CERTIFICATE OF CHANGE OF NAME BUSINESS CORPORATIONS ACT I Hereby Certify that SUBVERSIVE CAPITAL ACQUISITION CORP. changed its name to TPCO HOLDING CORP. on January 15, 2021 at 05:05 AM Pacific Time. ELECTRONIC CERTIFICATE Issued under my hand at Victoria, British Columbia On January 15, 2021 CAROL PREST Registrar of Companies Province of British Columbia Canada |
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| September 30, 2021 |
Notice of Articles of Subversive Capital Acquisition Corp., dated July 15, 2019 Exhibit 3.1 Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Notice of Articles BUSINESS CORPORATIONS ACT CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies CAROL PREST NOTICE OF ARTICLES Name of Company: SUBVERSIVE CAPITAL ACQUISITION CORP. |
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| September 30, 2021 |
Letter from Deloitte LLP regarding change in certifying accountant Exhibit 16.1 August 6, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549 U.S.A. We have read TPCO Holding Corp.?s statements under the section ?Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure? (the ?Section?) included in its Initial Registration Statement on Form 10 dated August 6, 2021, and agree with such statements as it |
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| September 30, 2021 |
Specimen Common Share Certificate Exhibit 4.1 INCORPORATED UNDER THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT There are special rights or restrictions attached to the common shares in the capital of the Corporation. A copy of the full text of such special rights or restrictions is obtainable from the registered or records office of the Corporation, on demand and without charge. TPCO HOLDING CORP. THIS CERTIFIES THAT CERT.9999 ** |
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| September 30, 2021 |
Exhibit 10.1 This NOMINATION RIGHTS AGREEMENT (this ?Agreement?) is made as of the 15th day of January, 2021, among: SUBVERSIVE CAPITAL ACQUISITION CORP. (the ?Company?); SUBVERSIVE CAPITAL SPONSOR, LLC (the ?Sponsor?); and GRHP MANAGEMENT, LLC (the ?Shareholders? Representative?). WHEREAS, the Company is party to a Transaction Agreement, dated as of November 24, 2020, among the Company, CMG Partn |
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| September 30, 2021 |
Exhibit 2.3 AGREEMENT AND PLAN OF MERGER BY AND AMONG LEFT COAST VENTURES, INC., LCV HOLDINGS 710, LLC, SISU EXTRACTION, LLC AND JOHN FIGUEIREDO, AS THE REPRESENTATIVE FEBRUARY 21, 2020 TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINITIONS 2 ARTICLE 2 THE MERGER 16 2.1 The Closing 16 2.2 Effects of the Merger 16 2.3 Conversion of Shares 17 2.4 Holdback 18 2.5 Second Cash Payment 19 2.6 Third Cash P |
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| September 30, 2021 |
Employment Letter Agreement. dated February 18. 2021. between TPCO Holding Corp. and Mike Batesole Exhibit 10.4 February 17, 2021 Mike Batesole 4180 Arbolado Dr. Walnut Creek, CA 94598 Dear Mike, We are writing to you to extend an offer of employment with TPCO Holding Corp. (?Employer?) so you can join us on our exciting new journey. Assuming you accept our offer as described and explained below, your employment by Employer under the terms outlined in this document will be effective upon Februa |
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| September 30, 2021 |
Exhibit 10.6 SECOND AMENDMENT TO LETTER AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP. This Amendment to the Letter Agreement (?this Amendment?) between Mike Batesole (?Employee? or ?You?) and TPCO Holding Corp. (?Employer?), is made as of May 20, 2021 (the ?Amendment Effective Date?). WHEREAS Employee and Employer are parties to that certain Letter Agreement, dated February 15, 2021 (the |
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| September 30, 2021 |
EX-10.5 14 d222107dex105.htm EX-10.5 Exhibit 10.5 FIRST AMENDMENT TO TPCO HOLDING CORP. RSU AWARD AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP. This Amendment to the TPCO HOLDING CORP. RSU AWARD AGREEMENT (“this Amendment”) between Mike Batesole (“Participant”) and TPCO Holding Corp. (“Corporation”), is made as of July 2, 2021 (the “Amendment Effective Date”). WHEREAS Participant and Corp |
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| September 30, 2021 |
Employment Letter Agreement, dated December 15, 2020 between TPCO Holding Corp. and Steve Allan EX-10.3 12 d222107dex103.htm EX-10.3 Exhibit 10.3 December 15, 2020 Steven Allan, Jr. 80 Teresita Blvd San Francisco, CA 94127 Dear Steve, As you know, the boards of CMG Partners, Inc. (“Caliva”), Left Coast Ventures, Inc. (“Left Coast Ventures”) and Subversive Capital Acquisition Corp. (“Subversive”) have determined to enter into a series of transactions pursuant to which, among other things, Sub |
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| September 30, 2021 |
Exhibit 2.1 TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO CMG MERGER SUB INC., CMG PARTNERS, INC. AND GRHP MANAGEMENT, LLC, AS SHAREHOLDERS? REPRESENTATIVE DATED AS OF NOVEMBER 24, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Definitions 2 Section 1.02 Interpretation 19 ARTICLE II TRANSACTION 21 Section 2.01 Transaction 21 Section 2.02 |
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| September 30, 2021 |
TPCO Holding Corp. Equity Incentive Plan. dated January 19. 2021 Exhibit 10.9 TPCO HOLDING CORP. EQUITY INCENTIVE PLAN TABLE OF CONTENTS Article 1?DEFINITIONS 1 Section 1.1 Definitions. 1 Article 2?PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 7 Section 2.1 Purpose of the Plan. 7 Section 2.2 Implementation and Administration of the Plan. 7 Section 2.3 Eligible Participants. 7 Section 2.4 Shares Subject to the Plan. 8 Section 2.5 Participation Limit |
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| September 30, 2021 |
EX-10.2 11 d222107dex102.htm EX-10.2 Exhibit 10.2 This LOCKUP AND FORFEITURE AGREEMENT (this “Agreement”) is entered into as of January 15, 2021, by and between Subversive Capital Acquisition Corp. (the “Corporation”), Subversive Capital Sponsor LLC (the “Sponsor”), Michael Auerbach and Leland Hensch (the “Individual Founders”), CMG Partners, Inc. (“Caliva”), and Left Coast Ventures, Inc. (“LCV”). |
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| September 30, 2021 |
As filed with the Securities and Exchange Commission on August 9, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 9, 2021 Commission File No. |
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| September 30, 2021 |
1(212) 318-6053 [email protected] September 30, 2021 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Margaret Schwartz Re: TPCO Holding Corp. Registration Statement on Form 10-12G Filed September 30, 2021 (to be re-dated to August 9, 2021) File No. 000-56348 Ladies and Gentlemen: On |
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| September 30, 2021 |
Exhibit 10.8 This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), is made as of January 15, 2021, by and among Subversive Capital Acquisition Corp., a special purpose acquisition corporation incorporated and existing under the laws of British Columbia (together with its successors, the ?Corporation?), and each of the Persons set forth on the signature pages hereto and identified as a ?Holder? he |
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| September 30, 2021 |
EX-2.4 5 d222107dex24.htm EX-2.4 Table of Contents Exhibit 2.4 TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., CMG PARTNERS, INC., OG ENTERPRISES BRANDING, INC., AND SC VESSEL 1, LLC AND SC BRANDING, LLC AND DATED AS OF NOVEMBER 24, 2020 Table of Contents TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.01 Certain Definitions. For purposes of this Agreement, incl |
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| September 30, 2021 |
Exhibit 2.2 TRANSACTION AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO LCV MERGER SUB INC., LEFT COAST VENTURES, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC DATED AS OF NOVEMBER 24, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Definitions 2 Section 1.02 Interpretation 18 ARTICLE II TRANSACTION 19 Section 2.01 Transact |
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| September 24, 2021 |
1(212) 318-6053 [email protected] September 24, 2021 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Christie Wong Re: TPCO Holding Corp. Registration Statement on Form 10-12G Filed August 9, 2021 File No. 001-40726 Dear Ms. Wong: Thank you for taking the time to speak with us this |
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| August 9, 2021 |
Employment Letter Agreement, dated February 15, 2021, between TPCO Holding Corp. and Mike Batesole Exhibit 10.4 February 17, 2021 Mike Batesole 4180 Arbolado Dr. Walnut Creek, CA 94598 Dear Mike, We are writing to you to extend an offer of employment with TPCO Holding Corp. (?Employer?) so you can join us on our exciting new journey. Assuming you accept our offer as described and explained below, your employment by Employer under the terms outlined in this document will be effective upon Februa |
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| August 9, 2021 |
Specimen Common Share Certificate Exhibit 4.1 INCORPORATED UNDER THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT There are special rights or restrictions attached to the common shares in the capital of the Corporation. A copy of the full text of such special rights or restrictions is obtainable from the registered or records office of the Corporation, on demand and without charge. TPCO HOLDING CORP. THIS CERTIFIES THAT CERT.9999 ** |
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| August 9, 2021 |
Employment Letter Agreement, dated December 15, 2020 between TPCO Holding Corp. and Steve Allan Exhibit 10.3 December 15, 2020 Steven Allan, Jr. 80 Teresita Blvd San Francisco, CA 94127 Dear Steve, As you know, the boards of CMG Partners, Inc. (?Caliva?), Left Coast Ventures, Inc. (?Left Coast Ventures?) and Subversive Capital Acquisition Corp. (?Subversive?) have determined to enter into a series of transactions pursuant to which, among other things, Subversive will acquire Caliva and Left |
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| August 9, 2021 |
Notice of Articles of Subversive Capital Acquisition Corp., dated July 15, 2019 Exhibit 3.1 Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 Notice of Articles BUSINESS CORPORATIONS ACT CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies CAROL PREST NOTICE OF ARTICLES Name of Company: SUBVERSIVE CAPITAL ACQUISITION CORP. |
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| August 9, 2021 |
Exhibit 2.1 TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO CMG MERGER SUB INC., CMG PARTNERS, INC. AND GRHP MANAGEMENT, LLC, AS SHAREHOLDERS? REPRESENTATIVE DATED AS OF NOVEMBER 24, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Definitions 2 Section 1.02 Interpretation 19 ARTICLE II TRANSACTION 21 Section 2.01 Transaction 21 Section 2.02 |
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| August 9, 2021 |
Exhibit 10.2 This LOCKUP AND FORFEITURE AGREEMENT (this ?Agreement?) is entered into as of January 15, 2021, by and between Subversive Capital Acquisition Corp. (the ?Corporation?), Subversive Capital Sponsor LLC (the ?Sponsor?), Michael Auerbach and Leland Hensch (the ?Individual Founders?), CMG Partners, Inc. (?Caliva?), and Left Coast Ventures, Inc. (?LCV?). WHEREAS the Individual Founders thro |
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| August 9, 2021 |
TPCO Holding Corp. Form of Award Agreements under Equity Incentive Plan EX-10.10 19 d209215dex1010.htm EX-10.10 Exhibit 10.10 TPCO HOLDING CORP. RSU AWARD AGREEMENT To: [●] (the “Participant”) This Agreement confirms the award by TPCO Holding Corp. (the “Corporation”) of restricted share units (“RSUs”) which represent the right of the Participant to receive, subject to the satisfaction of certain conditions, common shares in the capital of the Corporation (“Shares”) p |
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| August 9, 2021 |
TPCO Holding Corp. Equity Incentive Plan, dated January 19, 2021 Exhibit 10.9 TPCO HOLDING CORP. EQUITY INCENTIVE PLAN TABLE OF CONTENTS Article 1?DEFINITIONS 1 Section 1.1 Definitions. 1 Article 2?PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 7 Section 2.1 Purpose of the Plan. 7 Section 2.2 Implementation and Administration of the Plan. 7 Section 2.3 Eligible Participants. 7 Section 2.4 Shares Subject to the Plan. 8 Section 2.5 Participation Limit |
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| August 9, 2021 |
Exhibit 2.3 AGREEMENT AND PLAN OF MERGER BY AND AMONG LEFT COAST VENTURES, INC., LCV HOLDINGS 710, LLC, SISU EXTRACTION, LLC AND JOHN FIGUEIREDO, AS THE REPRESENTATIVE FEBRUARY 21, 2020 TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINITIONS 2 ARTICLE 2 THE MERGER 16 2.1 The Closing 16 2.2 Effects of the Merger 16 2.3 Conversion of Shares 17 2.4 Holdback 18 2.5 Second Cash Payment 19 2.6 Third Cash P |
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| August 9, 2021 |
EX-2.2 3 d209215dex22.htm EX-2.2 Exhibit 2.2 TRANSACTION AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., TPCO LCV MERGER SUB INC., LEFT COAST VENTURES, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC DATED AS OF NOVEMBER 24, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Definitions 2 Section 1.02 Interpretation 18 ARTICLE II TRA |
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| August 9, 2021 |
List of Subsidiaries of TPCO Holding Corp. Exhibit 21.1 TPCO HOLDING CORP SUBSIDIARIES Name Jurisdiction of Incorporation of Organization Percentage of Voting Securities Owned by its Immediate Parent Alpha Staffing, LLC California 100 Caliva CADECC1, LLC California 100 Caliva CADINH1, Inc. California 100 Caliva CAMISJ2, Inc. California 100 Caliva CARECE1, LLC California 100 Caliva CAREDELA1, LLC California 42 Caliva CARERC1, LLC California |
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| August 9, 2021 |
Exhibit 10.5 FIRST AMENDMENT TO TPCO HOLDING CORP. RSU AWARD AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP. This Amendment to the TPCO HOLDING CORP. RSU AWARD AGREEMENT (?this Amendment?) between Mike Batesole (?Participant?) and TPCO Holding Corp. (?Corporation?), is made as of July 2, 2021 (the ?Amendment Effective Date?). WHEREAS Participant and Corporation are parties to that certain T |
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| August 9, 2021 |
As filed with the Securities and Exchange Commission on August 9, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 9, 2021 Commission File No. |
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| August 9, 2021 |
EX-2.4 5 d209215dex24.htm EX-2.4 Table of Contents Exhibit 2.4 TRANSACTION AGREEMENT BY AND AMONG SUBVERSIVE CAPITAL ACQUISITION CORP., CMG PARTNERS, INC., OG ENTERPRISES BRANDING, INC., AND SC VESSEL 1, LLC AND SC BRANDING, LLC AND DATED AS OF NOVEMBER 24, 2020 Table of Contents TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.01 Certain Definitions. For purposes of this Agreement, incl |
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| August 9, 2021 |
Exhibit 10.8 This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), is made as of January 15, 2021, by and among Subversive Capital Acquisition Corp., a special purpose acquisition corporation incorporated and existing under the laws of British Columbia (together with its successors, the ?Corporation?), and each of the Persons set forth on the signature pages hereto and identified as a ?Holder? he |
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| August 9, 2021 |
Exhibit 10.7 December 15, 2020 Dennis O?Malley 120 Dundee Lane San Carlos CA 94070 Dear Dennis, As you know, the boards of CMG Partners, Inc. (?Caliva?), Left Coast Ventures, Inc. (?Left Coast Ventures?) and Subversive Capital Acquisition Corp. (?Subversive?) have determined to enter into a series of transactions pursuant to which, among other things, Subversive will acquire Caliva and Left Coast |
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| August 9, 2021 |
Certificate of Change of Name, dated January 15, 2021 by Subversive Capital Acquisition Corp. EX-3.3 7 d209215dex33.htm EX-3.3 Exhibit 3.3 Number: BC1212806 CERTIFICATE OF CHANGE OF NAME BUSINESS CORPORATIONS ACT I Hereby Certify that SUBVERSIVE CAPITAL ACQUISITION CORP. changed its name to TPCO HOLDING CORP. on January 15, 2021 at 05:05 AM Pacific Time. ELECTRONIC CERTIFICATE Issued under my hand at Victoria, British Columbia On January 15, 2021 CAROL PREST Registrar of Companies Province |
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| August 9, 2021 |
Exhibit 10.6 SECOND AMENDMENT TO LETTER AGREEMENT BETWEEN MIKE BATESOLE AND TPCO HOLDING CORP. This Amendment to the Letter Agreement (?this Amendment?) between Mike Batesole (?Employee? or ?You?) and TPCO Holding Corp. (?Employer?), is made as of May 20, 2021 (the ?Amendment Effective Date?). WHEREAS Employee and Employer are parties to that certain Letter Agreement, dated February 15, 2021 (the |
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| August 9, 2021 |
Exhibit 10.1 This NOMINATION RIGHTS AGREEMENT (this ?Agreement?) is made as of the 15th day of January, 2021, among: SUBVERSIVE CAPITAL ACQUISITION CORP. (the ?Company?); SUBVERSIVE CAPITAL SPONSOR, LLC (the ?Sponsor?); and GRHP MANAGEMENT, LLC (the ?Shareholders? Representative?). WHEREAS, the Company is party to a Transaction Agreement, dated as of November 24, 2020, among the Company, CMG Partn |
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| August 9, 2021 |
Warrant Agency Agreement between the Company and Odyssey Trust Company dated July 16, 2019 Exhibit 4.2 SUBVERSIVE CAPITAL ACQUISITION CORP. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT AGENCY AGREEMENT July 16, 2019 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Meaning of ?Outstanding? for Certain Purposes 10 Section 1.3 Certain Rules of Interpretation 10 Section 1.4 Interpretation not Affected by Headings, etc. 11 Sectio |
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| August 9, 2021 |
1(212) 318-6053 [email protected] August 9, 2021 48645.2 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: TPCO Holding Corp. Form 10 Ladies and Gentlemen: On behalf of TPCO Holding Corp. (the ?Company?), we hereby submit the Company?s registration statement on Form 10. The Company is filing the Form 10 pursuant to Section 12(g) of the Secur |
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| August 9, 2021 |
Letter from Deloitte LLP regarding change in certifying accountant EX-16.1 20 d209215dex161.htm EX-16.1 Exhibit 16.1 August 6, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549 U.S.A. We have read TPCO Holding Corp.’s statements under the section “Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” (the “Section”) included in its Initial Registration Statement on Form 10 dated August 6, 2021, |
