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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 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 Commission File Number 001-38496 to Canopy Growth Corporation Canada ( Exact name of registrant as specified in its charter ) ( State or other jurisdiction of incorporation or organization ) 1 Hershey Drive Smiths Falls , Ontario ( Address of principal executive offices ) N / A ( I.R.S. Employer Identification No. ) K7A 0A8 ( Zip Code ) Registrant's telephone number , including area code : ( 855 ) 558-9333 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common shares , no par value Trading Symbol ( s ) CGC Name of each exchange on which registered The Nasdaq Global Select Market Securities registered pursuant to Section 12 ( g ) of the Act : None 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 Section 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 , a 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 Act ) . Yes No ☑ ☐ ☐ The aggregate market value of the voting and non - voting common equity held by non - affiliates of the registrant was approximately $ 5.3 billion as of September 30 , 2020 ( the last business day of the registrant's most recently completed second fiscal quarter ) , based on the closing sale price of the common shares on the New York Stock Exchange on that date . As of May 28 , 2021 , there were 382,978,187 common shares of the registrant outstanding . DOCUMENTS INCORPORATED BY REFERENCE Part III of this annual report on Form 10 - K incorporates certain information by reference from the registrant's definitive proxy statement with respect to its 2021 annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant's fiscal year .