Form SC14D9F/A AURORA CANNABIS INC Filed by: AURORA CANNABIS INC
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9F
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULES 14d-1(b) AND 14e-2(c)
THEREUNDER
AURORA CANNABIS INC.
(Name of Subject Company)
British Columbia, Canada
(Jurisdiction of Subject Company’s Incorporation or Organization)
Aurora Cannabis Inc.
(Name of Persons Filing Statement)
Common Shares, no par value
(Title of Class of Securities)
05156X850
(CUSIP Number of Class of Securities)
Nathalie Clark
Executive Vice President, General Counsel & Corporate Secretary
Aurora Cannabis Inc.
2207 90B St. SW
Edmonton, Alberta T6X 1V8
Canada
+1 (855) 279-4652
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
|
Adam M. Givertz Christian G. Kurtz Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 (212) 373-3000 |
This Amendment No. 1 to Schedule 14D-9F (the “First Amended Schedule 14D-9F”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9F (the “Original Schedule 14D-9F”) initially filed with the U.S. Securities and Exchange Commission on September 2, 2026 by Aurora Cannabis Inc. (“Aurora”).
On September 14, 2026, Aurora issued a news release in response to certain statements made by Curaleaf Holdings, Inc. A copy of this news release is being furnished as Exhibit 1.5 to this First Amended Schedule 14D-9F.
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
Item 1. Home Jurisdiction Documents
Directors’ Circular of Aurora Cannabis Inc., dated September 1, 2026 (the “Directors’ Circular”), previously filed as Exhibit 1.1 to the Original Schedule 14D-9F.
Item 2. Informational Legends
See “Notice to Shareholders in the United States” on the cover page of the Directors’ Circular.
PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
News release dated September 14, 2026
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking
Aurora Cannabis Inc. undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to this Schedule or to transactions in said securities.
Item 2. Consent to Service of Process
In connection with this Schedule 14D-9F/A, Aurora Cannabis Inc. has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.
Any change to the name or address of the registrant’s agent for service shall be communicated promptly to the Commission by Amendment to Form F-X referencing the file number of the registrant.
PART IV
SIGNATURES
By signing this Schedule, the persons signing consent without power of revocation that any administrative subpoena may be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with filing on this Schedule 14D–9F/A or any purchases or sales of any security in connection therewith, may be commenced against them in any administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said subpoena or process upon the registrant’s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 14, 2026
| AURORA CANNABIS INC. | ||
| By: | /s/ Miguel Martin | |
| Name: | Miguel Martin | |
| Title: | Chief Executive Officer and Executive Chairman | |
INDEX TO EXHIBITS
* Filed as an exhibit to the Original Schedule 14D-9F.
ATTACHMENTS / EXHIBITS