6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2024

Commission File Number: 001-38885

ORGANIGRAM HOLDINGS INC.

(Translation of registrant’s name into English)

145 King Street West, Suite 1400

Toronto, Ontario, Canada M5H 1J8

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ ]           Form 40-F [ X ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

SUBMITTED HEREWITH

Exhibits

99.1	Notice of Change of Auditor dated April 25, 2024
99.2	Letter from KPMG LLP addressed to the Canadian Securities Commissions dated April 23, 2024

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, thereunto duly authorized.

ORGANIGRAM HOLDINGS INC.

/s/ Greg Guyatt

Greg Guyatt

Chief Financial Officer

Date: April 25, 2024

EX-99.1

NOTICE OF CHANGE OF AUDITOR

(National Instrument 51-102)

TO: KPMG LLP

AND TO:

Ontario Securities Commission
New Brunswick Financial and Consumer Services Commission
British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Autorité des marchés financiers
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Government of Prince Edward Island
Service NL, Financial Services Regulation Division
Office of the Superintendent of Securities, Government of the Northwest Territories
Office of the Superintendent of Securities, Government of Nunavut
Office of the Superintendent of Securities, Government of Yukon

__________________________________________________________________________________

Organigram Holdings Inc. (the “Corporation”) hereby gives the following notice of a change of auditor of the Corporation in accordance with Section 4.11(5) of Part 4 of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”):

1. On April 16, 2024 KPMG LLP provided the Corporation with notice that it would not stand for reappointment as auditor of the Corporation for the 2025 Fiscal Year. To facilitate the transition to a successor auditor, KPMG notified the Corporation that KPMG is prepared, at the Corporation’s option, to continue to perform an interim review for Q2 and Q3 of 2024, and to perform the year-end Fiscal 2024 audit. KPMG indicated that its notification was a result of its decision to cease providing financial statement audit services to companies in the cannabis industry, regardless of the jurisdiction in which they operate.

3. KPMG did not seek the Company’s consent to its decision to not stand for re-appointment as the Company’s independent registered public accounting firm. As a result, neither the Company’s Board of Directors nor the Audit Committee of the Company’s Board of Directors participated in KPMG’s decision.

4. KPMG issued unqualified reports on the Company’s consolidated financial statements for the fiscal years ended September 30, 2023 and August 31, 2022. KPMG issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting for the fiscal years ended September 30, 2023 and August 31, 2022 due to the existence of material weaknesses.

5. There have been no “reportable events” (as defined in Section 4.11 of NI 51-102).

The Corporation has requested from KPMG LLP a letter addressed to the securities regulatory authorities of each of the provinces and territories of Canada, stating whether or not they agree with the

above statements. A copy of such letter will be filed on SEDAR+. The Audit Committee has approved this Notice of Change of Auditor.

DATED at the City of Toronto, in the Province of Ontario, this 25th day of April, 2024.

ORGANIGRAM HOLDINGS INC.

/s/ Greg Guyatt

_____________________________

Greg Guyatt
Chief Financial Officer

EX-99.2

KPMG LLP
100 New Park Place, Suite 1400

” 100 New Park Place, Suite 1400

Vaughan, ON L4K 0J3

Tel 905-265 5900

Fax 905-265 6390

www.kpmg.ca

Alberta Securities Commission

Autorité des marchés financiers

British Columbia Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Financial and Consumer Services Commission, New Brunswick

Nova Scotia Securities Commission

Financial and Consumer Services Division, Prince Edward Island

Office of the Superintendent of Securities Service Newfoundland & Labrador

Ontario Securities Commission

Office of the Superintendent of Securities Nunavut

The Manitoba Securities Commission

Office of the Superintendent of Securities, Northwest Territories

Office of the Yukon Superintendent of Securities

April 23, 2024

Dear Sir/Madam

Re: Notice of Change of Auditors of Organigram Holdings Inc.

We have read the Notice of Organigram Holdings Inc. dated April 23, 2024 and are in agreement with the statements contained in such Notice.

Yours very truly,

Chartered Professional Accountants, Licensed Public Accountants