trueCRONOS GROUP INC.0001656472TorontoCanada001-38403Ontario00016564722023-11-082023-11-0800016564722024-06-202024-06-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2024

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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Cronos Group Inc. (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on June 21, 2024.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

On July 19, 2024, the Company reconvened its 2024 Annual Meeting of Shareholders (the “Meeting”), which was adjourned on June 20, 2024. The proposal voted upon at the reconvened Meeting and the final results of the shareholder vote on the proposal are set forth below. The proposal is summarized in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 26, 2024, as supplemented by the Company’s supplement to the definitive proxy statement on Schedule 14A filed with the SEC on July 5, 2024.

Proposal No. 3: Appointment of Davidson & Company LLP, the Company’s independent registered public accounting firm, to serve as the Company’s independent auditor for fiscal year 2024 and to authorize the Board of Directors of the Company to fix the independent auditors’ remuneration

For						Withheld
270,300,960						3,834,201

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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: July 22, 2024						By:			/s/ Michael Gorenstein
									Name: Michael Gorenstein
									Title: President and Chief Executive Officer