falseCRONOS GROUP INC.0001656472TorontoCanada001-38403Ontario00016564722021-06-032021-06-03

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): June 3, 2021

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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2021, Cronos Group Inc. (the “Company”) and Cronos USA Client Services LLC (“Cronos USA”) entered into an amended and restated employment agreement (the “Employment Agreement”) with Todd Abraham, the Company’s Chief Innovation Officer. The Employment Agreement increases Dr. Abraham’s annual base salary from CAD$290,000 (approximately $216,253 based on a conversion from Canadian dollars to U.S. dollars using the Bloomberg average exchange rate of CAD$1.00 to $0.7457 for the 12-month period ended December 31, 2020) to $240,000; increases his annual target bonus opportunity from 86% of base salary to 100% of base salary; and increases his annual long-term target incentive opportunity from CAD$280,000 (approximately $208,796 based on a conversion from Canadian dollars to U.S. dollars using the Bloomberg average exchange rate of CAD$1.00 to $0.7457 for the 12-month period ended December 31, 2020) to $300,000, in each case, effective as of June 1, 2021.

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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: June 4, 2021						By:			/s/ Kurt Schmidt
									Name: Kurt Schmidt
									Title: President and Chief Executive Officer