falseCRONOS GROUP INC.0001656472TorontoCanada001-38403Ontario00016564722022-01-102022-01-10

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 16, 2022

CRONOS GROUP INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada			001-38403			N/A
(State or other jurisdiction			(Commission			(I.R.S. Employer
of incorporation)			File Number)			Identification No.)

111 Peter Street, Suite 300
Toronto , Ontario						M5V 2H1
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (416) 504-0004

Not Applicable

(Former name or former address, if changed since last report)

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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Shares, no par value			CRON			The NASDAQ Stock Market LLC

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 ☐

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. ☐

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Item 8.01    Other Events

On December 16, 2022, Altria Group Inc. (“Altria”) notified Cronos Group Inc. (the “Company”) that its wholly owned subsidiary, Altria Summit LLC, relinquished a warrant to subscribe for and purchase up to 84,243,223 common shares of the Company at a per share exercise price of C$19.00 (the “Warrant”) and all rights that it may have held in the Warrant or any common shares underlying the Warrant for no consideration. The voluntary relinquishment of the Warrant does not affect any rights of Altria under the Investor Rights Agreement between the Company and Altria, dated March 8, 2019, and Altria continues to beneficially own 156,573,537 common shares of the Company and has four designees on the board of the Company, one of whom is independent.

Altria’s notice referred to above is attached as Exhibit 99.1 to, and is incorporated by reference in, this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Altria’s notice of abandonment, dated December 16, 2022
104						Cover Page Interactive Data File

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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 hereunto duly authorized.

						CRONOS GROUP INC.
Dated: December 19, 2022						By:			/s/ Michael Gorenstein
									Name: Michael Gorenstein
									Title: President & Chief Executive Officer