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 28, 2020

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On September 28, 2020, a wholly owned subsidiary of Acreage Holdings, Inc. (the “Company”), HSCP CN Holdings II ULC (the “Borrower”), entered into a loan agreement (the “Loan Agreement”) with an institutional investor (the “Lender”) for gross proceeds of $33,000,000 (the “Loan”). The Loan is unsecured, matures in three years, and bears interest at a 7.5% annual interest rate. At any time after September 28, 2022, upon five business days’ notice to the Lender, the Borrower may prepay all or any portion of the Loan together with all interest accrued thereon, without any premium, bonus, penalty or other charge. The Loan is guaranteed by High Street Capital Partners, LLC, an indirect subsidiary of the Company.

The foregoing description of the Loan Agreement is not complete and is qualified in its entirety by to the full text of the Loan Agreement attached hereto as Exhibit 10.1.

The information required to be disclosed in this Item 2.03 is incorporated herein by reference to the information set forth in Item 1.01.

On September 29, 2020, the Company issued a press release to announce the entry into the Loan Agreement by the Borrower. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information set forth in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any incorporation by reference language in any such filing.

*       Portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.