Annual report
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( Mark One ) 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 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ΤΟ Commission File Number 000-56248 TRULIEVE CANNABIS CORP . ( Exact name of Registrant as specified in its Charter ) British Columbia ( State or other jurisdiction of incorporation or organization ) 6749 Ben Bostic Road Quincy , FL ( Address of principal executive offices ) 84-2231905 ( I.R.S. Employer Identification No. ) 32351 ( Zip Code ) Registrant's telephone number , including area code : ( 850 ) 480-7955 Securities registered pursuant to Section 12 ( b ) of the Act : None Securities registered pursuant to Section 12 ( g ) of the Act : Subordinate Voting Shares , no par value Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . YES □ NO ☑ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . YES ☐ NO ☑ Indicate by check mark whether the Registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . YES NO ☑ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . YES NO ☑ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of “ large accelerated filer , ” “ accelerated filer , ” “ smaller reporting company , ” and “ emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Emerging growth company □ □ □ ☑ ☑ Accelerated filer Smaller reporting 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 . ☑ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☐ Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . YES ☐ NO ☑ The aggregate market value of the Subordinate Voting Shares , and Multiple Voting Shares and Super Voting Shares ( on an as converted basis , based on the closing price of these shares on the Canadian Securities Exchange ) on June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , held by non- affiliates was $ 529,060,320.62 .. As of March 15 , 2021 , there were 63,692,670 Subordinate Voting Shares , 1,321,369 Multiple Voting Shares ( on an as converted basis ) and 58,161,400 Super Voting Shares ( on an as converted basis ) outstanding . DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2021 Annual Meeting of Stockholders ( the " 2021 Proxy Statement " ) . The 2021 Proxy Statement will be filed by the registrant with the Securities and Exchange Commission not later than 120 days after December 31 , 2020 , the end of the registrant's fiscal year .