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

Effective as of February 21, 2023, Zachary Arrick resigned as a member of the board of directors (the "Board") of iAnthus Capital Holdings, Inc. (the "Company") and a member of the Company's compensation committee and nominating and corporate governance committee. Mr. Arrick's resignation was not the result of any disagreement with the Company, any matter related to the Company's operations, policies or practices, the Company's management or the Board.

Mr. Arrick was initially appointed to the Board as a designee of an Investor (as defined in the IRA (as defined herein)) pursuant to that certain Investor Rights Agreement (the "IRA") dated as of June 24, 2022 by and among the Company, iAnthus Capital Management, LLC, a wholly-owned subsidiary of the Company, and certain investors (the "Investors") which provides such Investor with the right to nominate one director to the Board, subject to such Investor's Debt Exchange Common Share Percentage (as defined in the IRA) being at least 5%. As of the date hereof, such Investor has not nominated a director nominee to fill the vacancy on the Board created by Mr. Arrick's resignation.




Item 8.01 Other Events.

On February 22, 2023, the Company issued a press release announcing the resignation of Mr. Arrick. A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated by reference into this Current Report on Form 8-K.




  Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.   Description
   99.1         Press release dated February 22, 2023
    104       Inline XBRL for the cover page of this Current Report on Form 8-K

© Edgar Online, source Glimpses