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~~March 1727, 2026

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)	(Commission File Number)	(IRS Employer Identification No.)

214 King Street West Suite 400
Toronto, Ontario		M5H 3S6
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (646) 518-9418

    

     Not applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 82.0102 OtherResults Eventsof Operations and Financial Condition.

On ~~February~~March 1727, 2026, iAnthus Capital Holdings, Inc. ~~(the “Company”)~~ issued a press release announcing ~~that the Company, along with~~ its ~~wholly-owned~~financial ~~subsidiary,~~results ~~iAnthus~~for ~~New Jersey, LLC, entered into amending agreements (collectively,~~ the ~~“Amendments”)~~fiscal ~~with~~year ~~certain~~ended ~~related-party~~December ~~lenders (including funds managed by affiliates of Gotham Green Partners~~31, ~~LLC, Oasis Management Company, Ltd~~2025., ~~and~~A ~~Senvest~~copy ~~Management,~~of ~~LLC) and~~ the ~~collateral~~press ~~agent~~release ~~under~~is ~~the~~attached ~~senior~~hereto ~~secured~~as ~~bridge~~Exhibit ~~notes issued on February 2~~99.1, ~~2021~~which ~~(the~~is ~~“Bridge~~incorporated ~~Notes”)~~herein toby ~~amend the terms of the Bridge Notes~~reference.

~~Pursuant~~The toinformation ~~the~~furnished ~~Amendments,~~in ~~the~~this ~~maturity~~section ~~date~~ of ~~the~~this ~~applicable~~Current ~~Bridge~~Report ~~Notes~~on ~~has~~Form ~~been~~8-K ~~extended~~and ~~from~~Exhibit ~~February~~99.1 ~~16,~~attached ~~2026,~~hereto toshall ~~June~~not ~~24,~~be ~~2027~~deemed in“filed” ~~consideration~~for ofthe anpurposes ~~amendment~~of ~~fee~~Section ~~equal~~18 toof ~~two~~the ~~percent~~Securities ~~(2%)~~Exchange Act of ~~the~~1934, ~~principal~~as ~~amount~~amended of(the ~~such~~“Exchange ~~Bridge~~Act”), ~~Note~~or asotherwise ofsubject to the ~~date~~liabilities of ~~the~~that ~~Amendment~~section, ~~payable~~nor onshall ~~the~~it ~~amended~~be ~~maturity~~deemed ~~date.~~incorporated Asby ofreference ~~February~~in 16any filing under the Securities Act of 1933, ~~2026~~as amended, or the ~~aggregate~~Exchange ~~principal~~Act, ~~amount~~except ~~outstanding~~as onshall ~~the~~be ~~Bridge~~expressly ~~Notes~~set isforth ~~approximately~~by ~~US$8.4~~specific ~~million.~~reference in such filing.

A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
99.1		Press release dated February 17, 2026
104		Inline XBRL for the cover page of this Current Report on Form 8-K

Exhibit

No. Description

99.1 Press release dated March 27, 2026

104 Cover Page Interactive Data File (embedded within the inline XRBL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			IANTHUS CAPITAL HOLDINGS, INC.
Date:	~~February~~March 1927, 2026	By:	/s/ Richard Proud
			Richard ProudChief Executive Officer

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