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 June 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 [ 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):


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.    
  (Registrant)
   
  
Date: June 19, 2019     /s/ Michael Gorenstein    
  Michael Gorenstein
  President and Chief Executive Officer
  

EXHIBIT INDEX

Exhibit Description of Exhibit
   
99.1 News release dated June 19, 2019 – “Cronos Group Inc. Announces Results of Vote for Election of Directors”

EdgarFiling

EXHIBIT 99.1

Cronos Group Inc. Announces Results of Vote for Election of Directors

TORONTO, June 19, 2019 (GLOBE NEWSWIRE) -- Cronos Group Inc. (NASDAQ: CRON) (TSX: CRON) (“Cronos Group” or the “Company”) reports that at its Annual Meeting of Shareholders on June 19, 2019 there were 610 shareholders voting in person or by proxy holding in total 261,290,314 common shares, representing 78.2% of the total number of common shares outstanding.

Each of the directors listed as a nominee in the management proxy circular dated May 8, 2019 was elected to serve as a director of the Company until the next annual meeting.  The results of the vote for the election of directors are as follows:

Name of DirectorNumber of Shares Voted
For*
Percentage of Shares
Voted For
Number of Shares
Withheld from Voting*
Percentage of Shares
Withheld from Voting
Jason Adler183,807,37299.75%459,0170.25%
Kevin C. Crosthwaite, Jr.178,988,14297.14%5,278,2472.86%
Bronwen Evans183,745,22999.72%521,1600.28%
Murray R. Garnick180,124,07797.75%4,142,3122.25%
Bruce A. Gates180,134,64097.76%4,131,7492.24%
Michael Gorenstein179,747,90397.55%4,518,4862.45%
James Rudyk180,525,48697.97%3,740,9032.03%

* As the vote for each motion was taken by ballot, the number of votes disclosed reflects the votes submitted by ballot at the meeting.

About Cronos Group
Cronos Group is an innovative global cannabinoid company with international production and distribution across five continents. Cronos Group is committed to building disruptive intellectual property by advancing cannabis research, technology and product development. With a passion to responsibly elevate the consumer experience, Cronos Group is building an iconic brand portfolio. Cronos Group’s portfolio includes PEACE NATURALS™, a global health and wellness platform, and two adult-use brands, COVE™ and Spinach™. To learn more about Cronos Group and its brands,
please visit: www.thecronosgroup.com; www.peacenaturals.com; www.covecannabis.ca; www.spinachcannabis.com.

Forward-looking statements
This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. All information contained herein that is not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Some of the forward-looking statements contained in this press release include the Company’s intention to build an international iconic brand portfolio and develop disruptive intellectual property. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. A discussion of some of the material risks applicable to the Company can be found in the Company’s current Management’s Discussion and Analysis and Annual Information Form, both of which have been filed on SEDAR and EDGAR and can be accessed at www.sedar.com and www.sec.gov/edgar, respectively. The forward-looking information included in this news release is made as of the date of this news release and, except as required by law, Cronos Group disclaims any obligation to update or revise any forward-looking statements. Readers are cautioned not to put undue reliance on these forward-looking statements.

For further information please contact:
Anna Shlimak
Investor Relations
Tel: (416) 504-0004
[email protected]