0001193125-19-047166.txt : 20190221 0001193125-19-047166.hdr.sgml : 20190221 20190221172932 ACCESSION NUMBER: 0001193125-19-047166 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190221 FILED AS OF DATE: 20190221 DATE AS OF CHANGE: 20190221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cronos Group Inc. CENTRAL INDEX KEY: 0001656472 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38403 FILM NUMBER: 19623045 BUSINESS ADDRESS: STREET 1: 720 KING STREET W STREET 2: SUITE 320 CITY: TORONTO STATE: A6 ZIP: M5V 2T3 BUSINESS PHONE: (416) 504-0004 MAIL ADDRESS: STREET 1: 720 KING STREET W STREET 2: SUITE 320 CITY: TORONTO STATE: A6 ZIP: M5V 2T3 FORMER COMPANY: FORMER CONFORMED NAME: PharmaCan Capital Corp. DATE OF NAME CHANGE: 20151021 6-K 1 d683763d6k.htm 6-K 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Section 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of: February, 2019

Commission File Number: 001-38403

 

 

CRONOS GROUP INC.

(Name of registrant)

 

 

720 King Street W., Suite 320

Toronto, Ontario

M5V 2T3

(Address of principal executive office)

 

 

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  ☒

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):  ☐

 

 

 

SIGNATURES

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

 

 

CRONOS GROUP INC.

Date: February 21, 2019  

By:

  

/s/ Xiuming Shum

 

Name:

  

Xiuming Shum

 

Title:

  

General Counsel & Corporate Secretary

EXHIBIT INDEX

 

Exhibit

   

Description of Exhibit

99.1    Report of Voting Results – Special Meeting of Shareholders held on Thursday, February 21, 2019
 EX-99.1 2 d683763dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

CRONOS GROUP INC.

Report of Voting Results

Special Meeting of Shareholders held on

Thursday, February 21, 2019

In accordance with Section 11.3 of National Instrument 51-102, this is a report on the matters put to a vote at the special meeting of holders (the “Shareholders”) of common shares (“Shares”) of the Cronos Group Inc. (the “Corporation”) held on Thursday, February 21, 2019.

1. Election of Directors – Elected

 

     Voted For      % Voted
For		     Withheld from
Voting		      % Withheld
from Voting		  

Conditional on and effective as of the closing of the transactions contemplated by the subscription agreement (the “Subscription Agreement”), dated as of December 7, 2018, by and among the Corporation, Altria Summit LLC (the “Purchaser”), a wholly owned subsidiary of Altria Group, Inc. (“Altria”) and, solely for certain limited purposes set forth therein, Altria, each of Kevin C. Crosthwaite Jr., Bronwen Evans, Murray R. Garnick and Bruce A. Gates was elected to serve as a director of the Corporation, each to hold office until the close of the next annual meeting of Shareholders or until his or her successor has been duly elected and/or appointed and qualified or until his or her earlier death, resignation or removal pursuant to the articles of incorporation of the Corporation (as amended) and by-laws of the Corporation (as amended), the investor rights agreement contemplated by the Subscription Agreement, and applicable law, as more particularly described in the management information circular dated as of December 31, 2018 (the “Circular”). The vote was conducted by ballot:

           

Kevin C. Crosthwaite Jr.

      67,382,899        93.82 %      4,437,616        6.18 % 

Bronwen Evans

      70,915,464        98.74 %      904,051        1.26 % 

Murray R. Garnick

      67,382,289        93.82 %      4,438,226        6.18 % 

Bruce A. Gates

      67,384,686        93.82 %      4,435,829        6.18 % 

 

Page 1 of 3

2. Transaction – Passed

 

     Voted For      % Voted
For		     Voted
Against		      % Voted
Against		  

An ordinary resolution, the full text of which is set forth in Schedule A to the Circular, approving the transactions contemplated by the Subscription Agreement, whereby, among other things, the Corporation will issue to the Purchaser, in a private placement transaction: (i) 146,220,892 Shares (subject to adjustment in accordance with the terms of the Subscription Agreement); and (ii) one warrant (the “Warrant”) of the Corporation (which may be exercised in full or in part at any time and from time to time) entitling the holder thereof, upon the valid exercise in full thereof, to acquire, accept and receive from the Corporation an aggregate of 72,207,848 Shares (subject to adjustment in accordance with the terms of the Subscription Agreement and with the terms and conditions of the warrant certificate representing and evidencing the Warrant), as more particularly described in the Circular. The vote was conducted by a show of hands and proxies were received as follows:

      69,515,793        98.46 %      1,087,456        1.54 % 

 

Page 2 of 3

DATED at Toronto this 21st day of February, 2019.

 

  CRONOS GROUP INC.
By:  

(signed) “Xiuming Shum”

  Xiuming Shum
  General Counsel and Corporate Secretary

 

Page 3 of 3