ITHUF / iAnthus Capital Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

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): August 12, 2025 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

iAnthus Reports Second Quarter 2025 Financial Results

Exhibit 99.1 iAnthus Reports Second Quarter 2025 Financial Results NEW YORK, NY and TORONTO, ON – August 12, 2025 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCID: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the second quarter ended June 30, 2025. The Company’s Quarter

FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders.

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 26, 2025 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporation

iAnthus Announces Results from Annual General Meeting

EXHIBIT 99.1 iAnthus Announces Results from Annual General Meeting NEW YORK, NY and TORONTO, ON – June 27, 2025 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, is pleased to report the results for the Annual General Meeting of Shareholders of iAnthus held on Thursd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(

Asset Sale Agreement by and between certain subsidiaries of the Company and Soothing Ponderosa, LLC, Abaca Ponderosa, LLC, H4L Ponderosa, LLC, and Pitchfork Enterprises, LLC, dated February 6, 2025

Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential. ASSET PURCHASE AGREEMENT by and among iAnthus Arizona, LLC, S8 Management, LLC, S8 Rental Services, LLC, Soothing Options, Inc., ABACA, Inc., and Health for Life, Inc. and Soothing Ponderosa, LLC, Ab

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

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): May 12, 2025 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

iAnthus Reports First Quarter 2025 Financial Results

Exhibit 99.1 iAnthus Reports First Quarter 2025 Financial Results NEW YORK, NY and TORONTO, ON – May 12, 2025 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the first quarter ended March 31, 2025. The Company’s Quarterly R

Employment Agreement by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries, and Justin Vu dated January 6, 2025

EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of January 6, 2025 (the “Effective Date”) by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc.

iAnthus Reports Fiscal Fourth Quarter and Full Year 2024 Financial Results

Exhibit 99.1 iAnthus Reports Fiscal Fourth Quarter and Full Year 2024 Financial Results NEW YORK, NY and TORONTO, ON – March 24, 2025 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the fourth quarter and year ended Decembe

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 24, 2025 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporatio

Name of Entity

Exhibit 21.1 Name of Entity Doing Business As Jurisdiction of Registration Direct Ownership Interest ABACA, Inc. Health for Life Cave Creek Arizona, USA 0% The Healing Center Wellness Center, Inc. Health For Life Crismon Arizona, USA 0% Health for Life, Inc. Health For Life Ellsworth Arizona, USA 0% Health For Life East Soothing Options, Inc. Health For Life McDowell Arizona, USA 0% Health For Lif

Insider Trading Policy

Exhibit 19.1 IANTHUS CAPITAL HOLDINGS, INC. DISCLOSURE, CONFIDENTIALITY AND INSIDER TRADING POLICY 1. PURPOSE OF THIS POLICY 1.1 The purpose of this Disclosure, Confidentiality and Insider Trading policy (the “Policy”) of iAnthus Capital Holdings, Inc. (the “Company”) is to set forth certain policies to ensure that: (a) the Company complies with its timely disclosure obligations as required under

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, iAnthus Capital Holdings, Inc. (“the Company”) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its common shares, no par value (the “Common Shares”). Description of Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56228 IANTHUS CAP

iAnthus Reports Third Quarter 2024 Financial Results

Exhibit 99.1 iAnthus Reports Third Quarter 2024 Financial Results NEW YORK, NY and TORONTO, ON – November 12, 2024 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the third quarter ended September 30, 2024. The Company’s Qu

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

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): November 12, 2024 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorpora

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 06, 2025 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorpora

iAnthus Strengthens Portfolio with $36.5M Sale of Select Arizona Assets to Sonoran Roots Transaction Supports iAnthus' Focus on Key Growth Markets While Maintaining Presence in Arizona

Exhibit 99.1 iAnthus Strengthens Portfolio with $36.5M Sale of Select Arizona Assets to Sonoran Roots Transaction Supports iAnthus' Focus on Key Growth Markets While Maintaining Presence in Arizona NEW YORK, NY and TORONTO, ON – February 7, 2025 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates and partners with regulated cannabis operatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): January 06, 2025 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporat

iAnthus Announces Justin Vu as CFO

Exhibit 99.1 iAnthus Announces Justin Vu as CFO NEW YORK, NY and TORONTO, ON – January 6, 2025 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, is pleased to announce the appointment of Justin Vu as the permanent Chief Financial Officer of the Company, effective imm

Financial Statements and Exhibits, Other Events

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 03, 2024 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorpora

iAnthus Provides Update to Litigation Claim

iAnthus Provides Update to Litigation Claim NEW YORK, NY and TORONTO, ON – December 4, 2024 – iAnthus Capital Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

Preferability Letter from PKF regarding change in accounting policy

Exhibit 18.1 August 14, 2024 Board of Directors iAnthus Capital Holdings, Inc. 214 King Street, Suite 400 Toronto, Ontario M5H 3S6 We are providing this letter to you for inclusion as an exhibit to iAnthus Capital Holdings, Inc. (the “Company”) Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024 (the “Form 10-Q”) pursuant to Item 601 of Regulation S-K. We have been provi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 2024 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporati

iAnthus Reports Second Quarter 2024 Financial Results

Exhibit 99.1 iAnthus Reports Second Quarter 2024 Financial Results NEW YORK, NY and TORONTO, ON – August 14, 2024 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the second quarter ended June 30, 2024. The Company’s Quarter

Other Events, Submission of Matters to a Vote of Security Holders

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 27, 2024 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporation

iAnthus Announces Results from Annual General and Special Meeting

Exhibit 99.1 iAnthus Announces Results from Annual General and Special Meeting NEW YORK, NY and TORONTO, ON – June 27, 2024 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, is pleased to report the results for the Annual General and Special Meeting of Shareholders o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

iAnthus Reports First Quarter 2024 Financial Results

Exhibit 99.1 iAnthus Reports First Quarter 2024 Financial Results NEW YORK, NY and TORONTO, ON – May 14, 2024 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the first quarter ended March 31, 2024. The Company’s Quarterly R

Separation Agreement and General Release, dated April 5, 2024, by and between the Company and Philippe Faraut (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024)

SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the “Agreement”) is made and entered into by and between by and between iAnthus Capital Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2024 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

iAnthus Provides Update on Executive Team

Exhibit 99.1 iAnthus Provides Update on Executive Team NEW YORK, NY and TORONTO, ON – March 29, 2024 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that Philippe Faraut will resign as Chief Financial Officer of the Company as well as all positions with t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): March 29, 2024 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporatio

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 28, 2024 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporatio

iAnthus Reports Fiscal Fourth Quarter and Full Year 2023 Financial Results

Exhibit 99.1 iAnthus Reports Fiscal Fourth Quarter and Full Year 2023 Financial Results NEW YORK, NY and TORONTO, ON – March 28, 2024 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the fourth quarter and year-ended Decembe

Name of Entity

Exhibit 21.1 Name of Entity Doing Business As Jurisdiction of Registration Direct Ownership Interest ABACA, Inc. Health for Life Cave Creek Arizona, USA 0% Ambary, LLC Arizona, USA 100% The Healing Center Wellness Center, Inc. Health For Life Crismon Arizona, USA 0% Health for Life, Inc. Health For Life Ellsworth Arizona, USA 0% Health For Life East Soothing Options, Inc. Health For Life McDowell

Separation Agreement and General Release by and among the Company, iAnthus Capital Management, LLC and Robert Galvin dated October 11, 2023

Exhibit 10.6 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the “Agreement”) is made and entered into by and between by and between iAnthus Capital Holdings, Inc. (“Holdings”) and iAnthus Capital Management, LLC (“ICM” and together with Holdings, the “Company”) and Robert Galvin (“Executive”), who resides at 49 Basswood Road, Farmington, Connecticut 06032.

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, iAnthus Capital Holdings, Inc. (“the Company”) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its common shares, no par value (the “Common Shares”). Description of Com

Consulting Services Agreement by and among the Company, iAnthus Capital Management, LLC and Robert Galvin dated October 11, 2023

Exhibit 10.7 CONSULTING SERVICES AGREEMENT This CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into and effective on this 11th day of October 2023 (the “Effective Date”) by and between iAnthus Capital Management, LLC (“ICM”) and iAnthus Capital Holdings, Inc. (“ICH” and together with ICM, the “Company”) and Robert Galvin (the “Consultant”). Company and Consultant may be referred to ind

Third Amendment to the Senior Secured Bridge Notes between iAnthus New Jersey, LLC and the holders hereto dated February 16, 2024

Exhibit 10.27 THIRD AMENDMENT TO SENIOR SECURED BRIDGE NOTE THIRD AMENDMENT TO SENIOR SECURED BRIDGE NOTE (this “Amendment”), dated as of February 16, 2024, between IANTHUS NEW JERSEY, LLC, a New Jersey limited liability company (the “Borrower”), iAnthus Capital Holdings, Inc. (the “Company”) and Gotham Green Fund II (Q), L.P. (the “Holder”). RECITALS whereas, Holder extended credit to Borrower pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56228 IANTHUS CAP

iAnthus Announces Resignation of Director

Exhibit 99.1 iAnthus Announces Resignation of Director NEW YORK, NY and TORONTO, ON – March 11, 2024 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces the resignation of John Paterson from its Board of Directors (the “Board”), effective immediately. Mr. Pat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): March 11, 2024 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No.

Financial Statements and Exhibits, Other Events

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): February 16, 2024 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorpora

iAnthus Announces Extension of New Jersey Bridge Notes

Exhibit 99.1 iAnthus Announces Extension of New Jersey Bridge Notes NEW YORK, NY and TORONTO, ON – February 20, 2024 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that the Company, along with its wholly-owned subsidiary, iAnthus New Jersey, LLC, has ame

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

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): February 13, 2024 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorpora

iAnthus Announces Restatement of Third Quarter 2023 Financial Results

Exhibit 99.1 iAnthus Announces Restatement of Third Quarter 2023 Financial Results NEW YORK, NY and TORONTO, ON – February 16, 2024 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that, in connection with the preparation by the Company of its consolidated

Financial Statements and Exhibits, Other Events

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 12, 2023 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorpora

iAnthus Provides Update to Litigation Claim

iAnthus Provides Update to Litigation Claim NEW YORK, NY and TORONTO, ON – December 22, 2023 – iAnthus Capital Holdings, Inc.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): November 09, 2023 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorpora

iAnthus Announces Results from Annual General Meeting

Exhibit 99.1 iAnthus Announces Results from Annual General Meeting NEW YORK, NY and TORONTO, ON – November 10, 2023 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, is pleased to report the results for the Annual General Meeting of Shareholders of iAnthus held on Th

iAnthus Reports Third Quarter 2023 Financial Results

Exhibit 99.1 iAnthus Reports Third Quarter 2023 Financial Results NEW YORK, NY and TORONTO, ON – November 9, 2023 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the third quarter ended September 30, 2023. The Company’s Qua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 09, 2023 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorpora

iAnthus Provides Update on Executive Team

Exhibit 99.1 iAnthus Provides Update on Executive Team NEW YORK, NY and TORONTO, ON – October 12, 2023 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that Robert Galvin will transition out of his role as Interim Chief Operating Officer of the Company, ef

Current Report

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): October 11, 2023 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 2023 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporati

iAnthus Reports Second Quarter 2023 Financial Results

Exhibit 99.1 iAnthus Reports Second Quarter 2023 Financial Results NEW YORK, NY and TORONTO, ON – August 14, 2023 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the second quarter ended June 30, 2023. The Company’s Quarter

Employment Agreement between the Company and Richard C. Proud (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of July 17, 2023 (the “Effective Date”) by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries (the “Company”), and Richard C. Proud, Jr., an individual (“Executive”) (the Company and Executive each a “Party” and, collectively, the “Parties

iAnthus Announces Appointment of Richard Proud as CEO and Director

iAnthus Announces Appointment of Richard Proud as CEO and Director NEW YORK, NY and TORONTO, ON – July 17, 2023 – iAnthus Capital Holdings, Inc.

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

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): July 17, 2023 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporation

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): April 26, 2023 IANTHUS CAPITAL HO

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): April 26, 2023 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Employe

iAnthus Reports First Quarter 2023 Financial Results

Exhibit 99.1 iAnthus Reports First Quarter 2023 Financial Results NEW YORK, NY and TORONTO, ON – May 15, 2023 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the first quarter ended March 31, 2023. The Company’s Quarterly R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2023 iAnthus Capital Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56228 98-1360810 (State or Other Jurisdiction of Incorporation)

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): April 21, 2023 IANTHUS CAPITAL HO

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): April 21, 2023 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organization

April 21, 2023

EX-99.1 Exhibit 99.1 April 21, 2023 iAnthus Announces Appointment of Director NEW YORK and TORONTO, April 21, 2023 /PRNewswire/ - iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that John Paterson has been appointed to the board of directors of the Company

iAnthus Announces Change of Auditor

Exhibit 99.1 iAnthus Announces Change of Auditor NEW YORK and TORONTO, April 5, 2023 - iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announced today that it has dismissed Marcum LLP (“Marcum”) as the Company’s independent auditor and appointed PKF O’Connor Davies,

Letter from Marcum LLP

Exhibit 16.1 April 3, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by iAnthus Capital Holdings, Inc. under Item 4.01 of its Form 8-K dated March 30, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of iAnthus Capital Holdings

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): March 30, 2023 IANTHUS CAPITAL HO

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): March 30, 2023 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organization

iAnthus Reports Fiscal Fourth Quarter and Full Year 2022 Financial Results

EX-99.1 Exhibit 99.1 iAnthus Reports Fiscal Fourth Quarter and Full Year 2022 Financial Results NEW YORK, NY and TORONTO, ON – March 29, 2023 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the fourth quarter and year-ended

Name of Entity

EX-21.1 Exhibit 21.1 Name of Entity Doing Business As Jurisdiction of Registration Direct Ownership Interest ABACA, Inc. Health for Life Cave Creek Arizona, USA 0.0% Ambary, LLC Arizona, USA 100% The Healing Center Wellness Center, Inc. Health For Life Crismon Arizona, USA 0.0% Health for Life, Inc. Health For Life Ellsworth Health For Life East Arizona, USA 0.0% Soothing Options, Inc. Health For

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): March 29, 2023 IANTHUS CAPITAL HO

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): March 29, 2023 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organization

Description of the Registrant’s Securities

EX-4.1 Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, iAnthus Capital Holdings, Inc. (“the Company”) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its common shares, no par value (the “Common Shares”). Description

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56228 IANTHUS CAP

iAnthus Announces Resignation of Director

Exhibit 99.1 iAnthus Announces Resignation of Director NEW YORK, NY and TORONTO, ON – February 22, 2023 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that Zachary Arrick has resigned from the board of directors of the Company (the “Board”), effective Fe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): February 21, 2023 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organizat

iAnthus Announces Extension of New Jersey Bridge Note Financing

Exhibit 99.1 iAnthus Announces Extension of New Jersey Bridge Note Financing NEW YORK, NY and TORONTO, ON - February 2, 2023 - iAnthus Capital Holdings, Inc. (the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that the Company along with its wholly-owned subsidiary, iAnthus New Jersey, LLC, has entered i

Financial Statements and Exhibits, Other Events

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): February 2, 2023 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organizati

ITHUF / Ianthus Capital Holdings, Inc. / Gotham Green Partners LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.1)* IANTHUS CAPITAL HOLDINGS, INC. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 45074T102 (CUSIP Number) David Rosenthal Chief Compliance Officer Gotham Green Partners, LLC 1437 4th Street Santa Monica, California 90401 (212) 659-3838 (Name

Financial Statements and Exhibits, Other Events

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): November 21, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organizat

iAnthus Provides Update on AGM Petition

Exhibit 99.1 iAnthus Provides Update on AGM Petition NEW YORK, NY and TORONTO, ON - November 21, 2022 - iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announced in a news release dated June 24, 2022 that Michael Weisser (?Weisser?) commenced a petition in the Suprem

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): November 14, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organizat

iAnthus Announces Appointment of Philippe Faraut as CFO

Exhibit 99.1 iAnthus Announces Appointment of Philippe Faraut as CFO NEW YORK, NY and TORONTO, ON - November 15, 2022 - iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, is pleased to announce the appointment of Philippe Faraut as Chief Financial Officer of the Company

Employment Agreement by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries, and Philippe Faraut dated November 14, 2022 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Current Report on Form 8-K filed with the SEC on November 17, 2022)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into as of November 14, 2022 (the ?Effective Date?) by and between iAnthus Capital Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries (the ?Company?), and Philippe Faraut, an individual (?Executive?) (the Company and Executive each a ?Party? and, collectively, the ?Parties?)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REP

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 8, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organizati

iAnthus Reports Third Quarter 2022 Financial Results

Exhibit 99.1 iAnthus Reports Third Quarter 2022 Financial Results NEW YORK, NY and TORONTO, ON ? November 8, 2022 ? iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the three and nine months ended September 30, 2022. The Compa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): September 15, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organiza

iAnthus Announces Resignation of Director

Exhibit 99.1 iAnthus Announces Resignation of Director NEW YORK and TORONTO, Sept. 16, 2022 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that Marco D'Attanasio has resigned from the board of directors of the Company (the "Board"), effective Sept

iAnthus Reports Second Quarter 2022 Financial Results

Exhibit 99.1 iAnthus Reports Second Quarter 2022 Financial Results NEW YORK, NY and TORONTO, ON ? August 15, 2022 ? iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the three and six months ended June 30, 2022. The Company?s Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:000-56228 IANTHUS CAPITAL HOLDINGS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events, Submission of Matters to a Vote of Security Holders

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): August 11, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organizatio

iAnthus Announces Results of Annual General Meeting of Shareholders

Exhibit 99.2 iAnthus Announces Results of Annual General Meeting of Shareholders NEW YORK, NY and TORONTO, ON ? August 12, 2022 ? iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, is pleased to report the results for the Annual General Meeting of Shareholders of iAnthu

Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) IANTHUS CAPITAL HOLDINGS, INC.

As filed with the Securities and Exchange Commission on July 15, 2022

As filed with the Securities and Exchange Commission on July 15, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

ITHUF / Ianthus Capital Holdings, Inc. / Parallax Volatility Advisers, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* iAnthus Capital Holdings, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 45074T102 (CUSIP Number) June 24, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT H JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 8 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

ITHUF / Ianthus Capital Holdings, Inc. / Gotham Green Partners LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* IANTHUS CAPITAL HOLDINGS, INC. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 45074T102 (CUSIP Number) David Rosenthal Chief Compliance Officer Gotham Green Partners, LLC 1437 4th Street Santa Monica, California 90401 (212) 659-3838 (Name,

ITHUF / Ianthus Capital Holdings, Inc. / Senvest Management, LLC - IANTHUS CAPITAL HOLDINGS, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* iANTHUS Capital Holdings, Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 45074T102 (CUSIP Number) Senvest Management, LLC 540 Madison Avenue, 32nd Floor New York, NY 10022 (212) 202-3250 (Name, Address and Telephone Number of Person Au

ITHUF / Ianthus Capital Holdings, Inc. / Oasis Management Co Ltd. - IANTHUS CAPITAL HOLDINGS, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* iANTHUS Capital Holdings, Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 45074T102 (CUSIP Number) Oasis Management Company Ltd. c/o Oasis Management (Hong Kong) 25/F, LHT Tower 31 Queen?s Road Central Central, Hong Kong Attention: Phil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 24, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organization)

iAnthus Announces Closing of Recapitalization Transaction, $25 Million Additional Financing and Other Corporate Updates

Exhibit 99.1 iAnthus Announces Closing of Recapitalization Transaction, $25 Million Additional Financing and Other Corporate Updates NEW YORK, NY and TORONTO, ON ? June 24, 2022 ? iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces today that it has completed i

Form of 8.0% Senior Secured Debenture (Incorporated by reference to Exhibit 10.3 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022)

Exhibit 10.3 Execution Version FORM OF SECURED DEBENTURE CERTIFICATE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF IANTHUS CAPITAL MANAGEMENT, LLC (THE ?ISSUER?) THAT SUCH SE

Form of 8.0% Senior Unsecured Debenture (Incorporated by reference to Exhibit 10.4 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022)

Exhibit 10.4 Execution Version FORM OF UNSECURED DEBENTURE CERTIFICATE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF IANTHUS CAPITAL MANAGEMENT, LLC (THE ?ISSUER?) THAT SUCH

Investor Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain investors (Incorporated by reference to Exhibit 10.6 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022)

Exhibit 10.6 Execution Version [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential. INVESTOR RIGHTS AGREEMENT Made as of June 24, 2022 Among iANTHUS CAPITAL HOLDINGS, INC. iANTHUS CAPITAL MANAGEMENT, LLC CERTAIN INVESTORS Execution Version TABLE OF CONTENTS INVESTO

Unsecured Debenture Agreement dated June 24, 2022 by and among the Company, as guarantor, iAnthus Capital Management, LLC and the holders of all of the Company’s 8% unsecured debentures (Incorporated by reference to Exhibit 10.2 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022)

Exhibit 10.2 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential. UNSECURED DEBENTURE AGREEMENT THIS UNSECURED DEBENTURE AGREEMENT is made as of June 24, 2022, by and among iAnthus Capital Holdings, Inc., a corporation incorporated under the laws of the Province of

Third Amended and Restated Secured Debenture Purchase Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC, the other Credit Parties party thereto, Gotham Green Admin 1, LLC, as Collateral Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022)

Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential. THIRD AMENDED AND RESTATED SECURED DEBENTURE PURCHASE AGREEMENT THIS THIRD AMENDED AND RESTATED SECURED DEBENTURE PURCHASE AGREEMENT is made as of June 24, 2022, by and among iAnthus Capital Holdings

Registration Rights Agreement dated June 24, 2022 by and among the Company, iAnthus Capital Management, LLC and certain holders (Incorporated by reference to Exhibit 10.5 to iAnthus’ Current Report on Form 8-K filed with the SEC on June 30, 2022)

Exhibit 10.5 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential. REGISTRATION RIGHTS AGREEMENT Made as of June 24, 2022 Among iANTHUS CAPITAL HOLDINGS, INC. iANTHUS CAPITAL MANAGEMENT, LLC CERTAIN HOLDERS TABLE OF CONTENTS REGISTRATION RIGHTS AGREEMENT 1 Article 1

UNITED STATE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 Information Statement Required Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder IANTHUS CAPITAL HOLDINGS, INC. (Exact Name

SC 14F1 1 d343415dsc14f1.htm SC 14F1 UNITED STATE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 Information Statement Required Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder IANTHUS CAPITAL HOLDINGS, INC. (Exact Name of Registrant as specified in its charter) British Columbia, Canada 000-56228 98-1360810 (State or other jurisdi

Financial Statements and Exhibits, Other Events

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 10, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organization)

iAnthus Announces Massachusetts Regulatory Approval for Recapitalization Transaction

Exhibit 99.1 iAnthus Announces Massachusetts Regulatory Approval for Recapitalization Transaction NEW YORK and TORONTO, June 10, 2022 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States announces that on June 9, 2022, the Massachusetts Cannabis Control Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organization)

iAnthus Reports First Quarter 2022 Financial Results

Exhibit 99.1 iAnthus Reports First Quarter 2022 Financial Results NEW YORK, NY and TORONTO, ON ? May 12, 2022 ? iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the first quarter ended March 31, 2022. The Company?s Quarterly R

Consulting Services Agreement by and among the Company, iAnthus Capital Management, LLC and Randy Maslow dated May 6, 2022 (Incorporated by reference to Exhibit 10.2 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on May 12, 2022)

Exhibit 10.2 CONSULTING SERVICES AGREEMENT This CONSULTING SERVICES AGREEMENT (the ?Agreement?) is entered into and effective on this 6th day of May 2022 (the ?Effective Date?) by and between iAnthus Capital Management, LLC (?ICM?) and iAnthus Capital Holdings, Inc. (?ICH? and together with ICM, the ?Company?) and Randy Maslow (the ?Consultant?). Company and Consultant may be referred to individua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

Separation Agreement and General Release by and among the Company, iAnthus Capital Management, LLC and Randy Maslow dated April 28, 2022 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Quarterly Report on Form 10-Q filed with the SEC on May 12, 2022)

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the ?Agreement?) is made and entered into by and between by and between iAnthus Capital Holdings, Inc. (?Holdings?), iAnthus Capital Management, LLC (?ICM? and together with Holdings, the ?Company?), Randy Maslow (?Executive?), who resides at and, solely for purposes of Paragraphs 11, 12(a) and 18(

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): May 6, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organization) (

iAnthus Announces Appointment of Replacement Interim Chief Executive Officer and Director and Provides Update on Recapitalization Transaction

Exhibit 99.1 iAnthus Announces Appointment of Replacement Interim Chief Executive Officer and Director and Provides Update on Recapitalization Transaction NEW YORK and TORONTO, May 6, 2022 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces the appoint

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): April 28, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organization

iAnthus Announces Resignation of Co-founder Randy Maslow

Exhibit 99.1 iAnthus Announces Resignation of Co-founder Randy Maslow NEW YORK, NY and TORONTO, ON - May 4, 2022 - iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that iAnthus co-founder Randy Maslow will resign from his executive positions with the Company

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, iAnthus Capital Holdings, Inc. (?the Company?) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), its common shares, no par value (the ?Common Shares?). Description of Com

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 18, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organization

Name of Entity

Exhibit 21.1 Name of Entity Doing Business As Jurisdiction of Registration Direct Ownership Interest ABACA, Inc. Health for Life Cave Creek Arizona, USA 0.0% Ambary, LLC Arizona, USA 100% The Healing Center Wellness Center, Inc. Health For Life Crismon Arizona, USA 0.0% Health for Life, Inc. Health For Life Ellsworth Health For Life East Arizona, USA 0.0% Soothing Options, Inc. Health For Life McD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56228 IANTHUS CAPITAL HOLDINGS, INC

iAnthus Reports Fiscal Fourth Quarter, Full Year 2021 Financial Results and Provides Update on Annual General Meeting

Exhibit 99.1 iAnthus Reports Fiscal Fourth Quarter, Full Year 2021 Financial Results and Provides Update on Annual General Meeting NEW YORK, NY and TORONTO, ON ? March 18, 2022 ? iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results fo

ITHUF / Ianthus Capital Holdings, Inc. / Gotham Green Partners LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. )* IANTHUS CAPITAL HOLDINGS, INC. (Name of Issuer) COMMON SHARES , NO PAR VALUE (Title of Class of Securities) 45074T102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

iAnthus Closes Acquisition of New Jersey License Holder

Exhibit 99.1 iAnthus Closes Acquisition of New Jersey License Holder NEW YORK, NY and TORONTO, ON - February 3, 2022 - iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces the closing of its acquisition of 100% of the equity interests of MPX New Jersey, LLC (?MP

Financial Statements and Exhibits, Other Events

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): February 3, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Emplo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): January 18, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Emplo

iAnthus Announces Resignation of Director

Exhibit 99.1 iAnthus Announces Resignation of Director NEW YORK and TORONTO, Jan. 18, 2022 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces the resignation of Robert M. Whelan, Jr. from its Board of Directors. Mr. Whelan joined the Company on Decemb

Financial Statements and Exhibits, Other Events

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): January 6, 2022 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Employ

iAnthus Provides Update on Retention Measures for Employees

EXHIBIT 99.1 iAnthus Provides Update on Retention Measures for Employees NEW YORK, NY and TORONTO, ON - January 7, 2022 - iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces, further to its news release of June 16, 2021, that the Company has settled the terms o

iAnthus Provides Update on Annual General Meeting

Exhibit 99.1 iAnthus Provides Update on Annual General Meeting NEW YORK, NY and TORONTO, ON – December 17, 2021 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, provides an update with respect to the Company’s Annual General Meeting. As disclosed in the Company’s ne

Financial Statements and Exhibits, Other Events

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 17, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Empl

Financial Statements and Exhibits, Other Events

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 9, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Emplo

iAnthus Provides Update on the Florida Regulatory Approval for the Recapitalization Transaction Change of Ownership

EXHIBIT 99.1 iAnthus Provides Update on the Florida Regulatory Approval for the Recapitalization Transaction Change of Ownership NEW YORK, NY and TORONTO, ON - December 9, 2021 - iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, provides an update with respect to the C

Financial Statements and Exhibits, Other Events

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): November 10, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Empl

iAnthus Announces Appeal of Recent Ruling by the Ontario Superior Court of Justice

Exhibit 99.1 iAnthus Announces Appeal of Recent Ruling by the Ontario Superior Court of Justice NEW YORK, NY and TORONTO, ON - November 10, 2021 - iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States provides an update with respect to the Company?s review of the Ontario Su

iAnthus Reports Third Quarter 2021 Financial Results and Provides Update on U.S. Class Action Complaint and Complaint Filed by Hi-Med, LLC

Exhibit 99.1 iAnthus Reports Third Quarter 2021 Financial Results and Provides Update on U.S. Class Action Complaint and Complaint Filed by Hi-Med, LLC NEW YORK, NY and TORONTO, ON ? November 8, 2021 ? iAnthus Capital Holdings, Inc. (?iAnthus? or the ?Company?) (CSE: IAN, OTCPK: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported i

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 8, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REP

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

iAnthus Provides Corporate Update and Notice of Florida Regulatory Approval for Recapitalization Transaction Change of Ownership

Exhibit 99.1 iAnthus Provides Corporate Update and Notice of Florida Regulatory Approval for Recapitalization Transaction Change of Ownership NEW YORK and TORONTO, Nov. 4, 2021 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States provides an update with respect to

Financial Statements and Exhibits, Other Events

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): November 4, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Emplo

Financial Statements and Exhibits, Other Events

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): October 13, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Emplo

iAnthus Announces Ruling by the Ontario Superior Court of Justice

Exhibit 99.1 iAnthus Announces Ruling by the Ontario Superior Court of Justice NEW YORK and TORONTO, Oct. 13, 2021 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, provides an update on its response to the Secured Noteholders' application (the "Application")

Financial Statements and Exhibits, Other Events

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): September 27, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Emp

iAnthus Provides Update on Court Application

EXHIBIT 99.1 iAnthus Provides Update on Court Application NEW YORK and TORONTO, Sept. 27, 2021 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, provides an update on the Secured Noteholders' application (the "Application") iAnthus previously announced via new

Financial Statements and Exhibits, Other Events

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): September 1, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Empl

iAnthus Announces Dismissal of U.S. Class Action Complaint and Complaint Filed by Hi-Med LLC

Exhibit 99.1 iAnthus Announces Dismissal of U.S. Class Action Complaint and Complaint Filed by Hi-Med LLC NEW YORK and TORONTO, Sept. 1, 2021 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that it has won a dismissal of the complaints filed in the

iAnthus Provides Update on Recapitalization Transaction

Exhibit 99.1 iAnthus Provides Update on Recapitalization Transaction NEW YORK and TORONTO, Aug. 23, 2021 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across the United States, announces that it is in receipt of a purported notice (the "Purported Notice") from the Lenders and the C

Financial Statements and Exhibits, Other Events

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): August 23, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Employ

iAnthus Provides Update on Recapitalization Transaction

Exhibit 99.2 iAnthus Provides Update on Recapitalization Transaction Hearing Scheduled for September 23, 2021 No party to the RSA nor any of their respective representatives shall take any step to advance or impede the regulatory process for the closing of the transaction contemplated by the RSA between the period from September 1, 2021 to September 23, 2021 NEW YORK and TORONTO, Aug. 27, 2021 /CN

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 10, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

iAnthus Reports Second Quarter 2021 Financial Results and Provides Update on Status of Recapitalization Transaction

EX-99.1 2 d148644dex991.htm EX-99.1 Exhibit 99.1 iAnthus Reports Second Quarter 2021 Financial Results and Provides Update on Status of Recapitalization Transaction NEW YORK, NY and TORONTO, ON – August 10, 2021 – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCPK: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, toda

Amending Agreement to the Restructuring Support Agreement dated June 15, 2021 by and among the Company, the Secured Lenders and the Consenting Debenture Holders

Exhibit 10.1 EXECUTION COPY AMENDING AGREEMENT TO THE RESTRUCTURING SUPPORT AGREEMENT AMENDING AGREEMENT, dated as of June 15, 2021 (this ?Amendment?) to the Restructuring Support Agreement (the ?Support Agreement?) dated July 10, 2020 among iAnthus Capital Holdings, Inc. (?iAnthus?), each of the subsidiaries listed on Schedule A thereto (the ?Subsidiaries?), each of the other signatories to the S

iAnthus Provides Update on Recapitalization Transaction

Exhibit 99.1 iAnthus Provides Update on Recapitalization Transaction Outside Date definition in Restructuring Support Agreement Amended iAnthus Announces Postponement of Annual General Meeting NEW YORK and TORONTO, June 16, 2021 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTCPK: ITHUF), which owns, operates and partners with regulated cannabis operations across

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 15, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Employer

iAnthus Reports First Quarter 2021 Financial Results and Provides Update on Status of Recapitalization Transaction

Exhibit 99.1 iAnthus Reports First Quarter 2021 Financial Results and Provides Update on Status of Recapitalization Transaction NEW YORK and TORONTO, May 17, 2021 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN) (OTC: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the thr

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8k.htm FORM 8-K 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): May 17, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56228 IANTHUS CAPITAL HOLDINGS, INC.

- FORM 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 IANTHUS CAPITAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 98-1360810 (State or other jurisdiction of (I.R.S. employer incorporation or format

IANTHUS CAPITAL HOLDINGS, INC. 420 Lexington Avenue, Suite 414 New York, NY 10170

CORRESP 1 filename1.htm Correspondence IANTHUS CAPITAL HOLDINGS, INC. 420 Lexington Avenue, Suite 414 New York, NY 10170 April 27, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Abby Adams Joe McCann Re: iAnthus Capital Holdings, Inc. Amendment No. 2 to Registration Statement on Form 10 Filed March 31, 2021 File No. 000-56228 Dear

iAnthus Reports Fiscal Fourth Quarter and Full Year 2020 Financial Results

Exhibit 99.1 iAnthus Reports Fiscal Fourth Quarter and Full Year 2020 Financial Results NEW YORK and TORONTO, April 1, 2021 /CNW/ - iAnthus Capital Holdings, Inc. ("iAnthus" or the "Company") (CSE: IAN), (OTCPK: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, reports its financial results for the fourth quarter and year-ended December 31, 202

- FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56228 NOTIFICATION OF LATE FILING [X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transiti

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56228 IANTHUS CAPITAL HOLDINGS, INC

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 1, 2021 IANTHUS CAPITAL HOLDINGS, INC. (Name of registrant in its charter) British Columbia, Canada 000-56228 98-1360810 (State or jurisdiction of (Commission File (IRS Employer

Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to iAnthus’ Annual Report on Form 10-K filed with the SEC on April 1, 2021)

Exhibit 14.1 iAnthus Capital Holdings, Inc. Code of Business Conduct and Ethics for Members of the Board of Directors 1. PURPOSE The Board of Directors (the Board) of iAnthus Capital Holdings, Inc. (the Company) has adopted the following Code of Business Conduct and Ethics (the Code) for directors of the Company and its subsidiaries. This Code is intended to focus the Board and each director on ar

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2020, iAnthus Capital Holdings, Inc. (?the Company?) had one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), its common shares, no par value (the ?Common Shares?). Description of Com

EX-21.1

Exhibit 21.1 Name of Entity Doing Business As Jurisdiction of Registration Direct Ownership Interest ABACA, Inc. The Holistic Center Arizona, USA 0.0% Ambary, LLC Arizona, USA 100% The Healing Center Wellness Center, Inc. Health For Life Crismon Arizona, USA 0.0% Health for Life, Inc. Health For Life Ellsworth Health For Life East Arizona, USA 0.0% Soothing Options, Inc. Health For Life McDowell H

EX-21.1

EX-21.1 5 ex211.htm SUBSIDIARIES Exhibit 21.1 Name of Entity Doing Business As Jurisdiction of Registration Direct Ownership Interest ABACA, Inc. The Holistic Center Arizona, USA 0.0% Ambary, LLC Arizona, USA 100% The Healing Center Wellness Center, Inc. Health For Life Crismon Arizona, USA 0.0% Health for Life, Inc. Health For Life Ellsworth Health For Life East Arizona, USA 0.0% Soothing Options

Employment Agreement among iAnthus Capital Management, LLC, including the Company and all of its subsidiaries and Hadley Ford

EX-10.19 2 ex1019.htm EMPLOYMENT AGREEMENT WITH HADLEY FORD Exhibit 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is dated as of October 10, 2019 (with an effective date as of January 1, 2019) between iAnthus Capital Management, LLC including iAnthus Capital Holdings, Inc. and all of its subsidiaries (the “Company”), located at 420 Lexington Avenue, Suite 414, New York, N

Settlement Agreement among iAnthus Capital Holdings, Inc., iAnthus Capital Management, LLC and Hadley Ford

Exhibit 10.20 SETTLEMENT AGREEMENT AND GENERAL RELEASE This Settlement Agreement and General Release (the ?Agreement?) is made and entered into by and between by and between iAnthus Capital Holdings, Inc. (?Holdings?) and iAnthus Capital Management, LLC (?LLC?) on the one hand (collectively the ?Company?) and Hadley Ford (?Ford?), who resides at ????????????????????on the other hand. WHEREAS, Ford

IANTHUS CAPITAL HOLDINGS, INC. 420 Lexington Avenue, Suite 414 New York, NY 10170

Correspondence IANTHUS CAPITAL HOLDINGS, INC. 420 Lexington Avenue, Suite 414 New York, NY 10170 March 31, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Abby Adams Joe McCann Li Xiao Lynn Dicker Re: iAnthus Capital Holdings, Inc. Amendment No. 1 to Registration Statement on Form 10 Filed February 5, 2021 File No. 000-56228 Dear La

- FORM 10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 IANTHUS CAPITAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 98-1360810 (State or other jurisdiction of (I.R.S. employer incorporation or format

Amended and Restated Plan of Arrangement dated August 6, 2020

Exhibit 10.21 SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF A PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, c.57 AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF IANTHUS CAPITAL HOLDINGS, INC. AND IANTHUS CAPITAL MANAGEMENT, LLC, AND INVOLVING S8 RENTAL SERVICES, LLC, MPX BIOCEUTICAL ULC, BERGAMOT PROPERTIES, LLC, IANTHUS HOLDINGS FLORIDA, LLC, GROWHEALTHY

Employment Agreement among iAnthus Capital Management, LLC including the Company and all of its subsidiaries and Robert Galvin (Incorporated by reference to Exhibit 10.17 to iAnthus’ Form 10/A filed with the SEC on February 5, 2021)

Exhibit 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is dated as of October 10, 2019 (with an effective date as of January 1, 2019) between iAnthus Capital Management, LLC including iAnthus Capital Holdings, Inc. and all of its subsidiaries (the “Company”), located at 420 Lexington Avenue, Suite 414, New York, NY 10170, and Robert Galvin, an individual (“Executive”) resi

- AMENDMENT NO.1 TO FORM 10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 IANTHUS CAPITAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 98-1360810 (State or other jurisdiction of (I.R.S. employer incorporation or format

First Amendment to Employment Agreement between the Company and Robert Galvin (Incorporated by reference to Exhibit 10.18 to iAnthus’ Form 10/A filed with the SEC on February 5, 2021)

Exhibit 10.18 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT This First Amendment (the “Amendment”) to the Agreement (as defined below) by and between iAnthus Capital Management, LLC, a Delaware limited liability company (“iAnthus” or the “Company”), and Robert Galvin (“Executive”), is dated as of April 4, 2020. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed

- FORM 10

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 IANTHUS CAPITAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 98-1360810 (State or other jurisdiction of (I.R.S. employer incorporation or formation) identification

Form of Warrant for MPX June 2018 and January 2019 Private Placements (Incorporated by reference to Exhibit 10.14 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.14 WARRANT TO PURCHASE COMMON SHARES OF MPX BIOCEUTICAL CORPORATION (existing under the laws of Ontario) Warrant Certificate Number: Number of Warrants: THIS CERTIFIES THAT, for value received, . (the “Holder”), , being the registered holder of this warrant (“Warrant”) is entitled, at any time prior to 5:00 p.m. (Toronto time) on the Expiry Day (as defined below) to subscribe for and pu

Form of Warrant for March and May 2019 Private Placements (Incorporated by reference to Exhibit 10.8 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.8 WARRANT CERTIFICATE [UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 1, 2019.] [THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF T

Form of Warrant for May 2018 and September and December 2019 Private Placements (Incorporated by reference to Exhibit 10.9 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.9 WARRANT CERTIFICATE [UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 31, 2020.] THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE

Form of Warrant for MPX October 2017 and January 2020 Private Placements (Incorporated by reference to Exhibit 10.11 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.11 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR

Form of Warrant for MPX Private Placement dated January 4, 2019 (Incorporated by reference to Exhibit 10.15 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.15 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS WARRANT MUST NOT TRADE THIS WARRANT BEFORE MAY 8, 2019. THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE H

Form of Warrant for MPX Private Placement dated December 20, 2018 (Incorporated by reference to Exhibit 10.13 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.13 Number of Warrants: Warrant Certificate No. MPX BIOCEUTICAL CORPORATION (A corporation existing under the laws of Ontario) This is to certify that, for value received, (the “Holder”), shall have the right to purchase from MPX BIOCEUTICAL CORPORATION (the “Corporation”), Units of the Corporation (each, a “Unit”) at an exercise price of CDN$0.74 per Unit (the “Exercise Price”) upon and

Form of Warrant for MPX Private Placement dated January 19, 2017 (Incorporated by reference to Exhibit 10.10 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.10 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 20, 2017. NO. CSW - Warrants TO PURCHASE COMMON SHARES OF The Canadian Bioceutical Corporation (incorporated under the Business Corporations Act (Ontario)) THIS WARRANT IS NON-TRANSFERABLE THIS IS TO CERTIFY THAT, for value received, , is entitled to purchase one fully pa

Employment Agreement between the Company and Julius Kalcevich

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is dated as of October 10, 2019 (with an effective date as of January 1, 2019) between iAnthus Capital Holdings, Inc. (the “Company”), located at 22 Adelaide Street West, Suite 2740, Toronto, Ontario M5H 4E3, and Julius Kalcevich, an individual (“Executive”) residing at . W I T N E S S E T H: WHEREAS, the Executive has

Amended and Restated Omnibus Incentive Plan Dated October 15, 2018 (Incorporated by reference to Exhibit 10.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.1 iANTHUS CAPITAL HOLDINGS, INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN Dated October 15, 2018 TABLE OF CONTENTS 1. PURPOSE. 1 2. DEFINITIONS. 1 3. EXTENDED MEANINGS. 9 4. ELIGIBILITY. 10 5. ADMINISTRATION. 10 6. SHARES AVAILABLE FOR AWARDS; PER PERSON LIMITATIONS. 12 7. OPTIONS. 15 8. STOCK APPRECIATION RIGHTS. 18 9. RESTRICTED STOCK AND RESTRICTED STOCK UNITS. 19 10. DEFERRED STO

First Amendment to Employment Agreement between the Company and Randy Maslow

Exhibit 10.6 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT This First Amendment (the “Amendment”) to the Agreement (as defined below) by and between iAnthus Capital Management, LLC, a Delaware limited liability company (“iAnthus” or the “Company”), and Randy Maslow (“Executive”), is dated as of April 4, 2020. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to

Second Amended and Restated Secured Debenture Purchase Agreement dated July 10, 2020 by and among iAnthus Capital Holdings, Inc., iAnthus Capital Management, LLC, the lenders a party thereto, the credit parties a party thereto and Gotham Green Admin 1, LLC, as collateral agent (Incorporated by reference to Exhibit 10.2 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.2 SECOND AMENDED AND RESTATED SECURED DEBENTURE PURCHASE AGREEMENT THIS SECOND AMENDED AND RESTATED SECURED DEBENTURE PURCHASE AGREEMENT is made as of July 10, 2020, by and among the Lenders party thereto, iAnthus Capital Holdings, Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), iAnthus Capital Management, LLC, a Delaware limited liab

Form of Warrant for MPX Private Placement dated January 17, 2018 (Incorporated by reference to Exhibit 10.16 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.16 WARRANT CERTIFICATE THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY

EX-21.1

Exhibit 21.1 Name of Entity Doing Business As Jurisdiction of Registration Direct Ownership Interest ABACA, Inc. The Holistic Center Arizona, USA 0.0% Ambary, LLC Arizona, USA 100% The Healing Center Wellness Center, Inc. Health For Life Crismon Arizona, USA 0.0% Health for Life, Inc. Health For Life Ellsworth Health For Life East Arizona, USA 0.0% Soothing Options, Inc. Health For Life McDowell H

Employment Agreement among iAnthus Capital Management, LLC including the Company and all of its subsidiaries and Randy Maslow

Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is dated as of October 10, 2019 (with an effective date as of January 1, 2019) between iAnthus Capital Management, LLC including iAnthus Capital Holdings, Inc. and all of its subsidiaries (the “Company”), located at 420 Lexington Avenue, Suite 414, New York, NY 10170, and Randy Maslow, an individual (“Executive”) residi

Form of Warrant for MPX Private Placement dated March 2, 2018 (Incorporated by reference to Exhibit 10.12 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 10.12 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 3, 2018. THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUED UPON EXERCISE OF THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY

Articles of iAnthus Capital Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to iAnthus’ Form 10 filed with the SEC on December 8, 2020)

Exhibit 3.1 Number: BC0985777 BUSINESS CORPORATIONS ACT ARTICLES of IANTHUS CAPITAL HOLDINGS, INC. TABLE OF CONTENTS Part 1 Interpretation 2 Part 2 SHARES AND SHARE CERTIFICATES 3 Part 3 ISSUE OF SHARES 5 Part 4 SHARE REGISTERS 6 Part 5 SHARE TRANSFERS 6 Part 6 TRANSMISSION OF SHARES 7 Part 7 PURCHASE OF SHARES 8 Part 8 BORROWING POWERS 9 Part 9 ALTERATIONS 9 Part 10 MEETINGS OF SHAREHOLDERS 11 Pa

First Amendment to Employment Agreement between the Company and Julius Kalcevich

Exhibit 10.4 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT This First Amendment (the “Amendment”) to the Agreement (as defined below) by and between iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”), and Julius Kalcevich (“Executive”), is dated as of April 4, 2020. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement. WHEREAS, iA

Restructuring Support Agreement dated July 10, 2020 by and among iAnthus Capital Holdings, Inc., each of the subsidiaries a party thereto, each lender a party thereto and each consenting debenture holder a party thereto

Exhibit 10.7 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. RESTRUCTURING SUPPORT AGREEMENT Made as of July 10, 2020 Among IANTHUS CAPITAL HOLDINGS, INC. (“iAnthus” or the “Company”) and EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE A HERETO (collectively, the “Subsidiaries