Filed Pursuant to Rule 424(b)(3)
Registration No. 333-256450
PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus Dated June 3, 2021)
22,643,678 Subordinate Voting Shares
Lowell Farms Inc.
This
prospectus supplement (this “Supplement No. 3”) is part
of the prospectus of Lowell Farms Inc. (the “Company”),
dated June 3, 2021, as supplemented by Prospectus Supplement No. 1,
dated September 3, 2021, and Prospectus Supplement No. 2, dated
December 17, 2021 (the “Prospectus”). This Supplement
No. 3 supplements, modifies, or supersedes certain information
contained in the Prospectus. Any statement in the Prospectus that
is modified or superseded is not deemed to constitute a part of the
Prospectus, except as modified or superseded by this Supplement No.
3. Except to the extent that the information in this Supplement No.
3 modifies or supersedes the information contained in the
Prospectus, this Supplement No. 3 should be read, and will be
delivered, with the Prospectus. This Supplement No. 3 is not
complete without, and may not be utilized except in connection
with, the Prospectus.
The
purpose of this Supplement No. 3 is to update and supplement the
information in the “Selling Securityholders” section of
the Prospectus with the information contained herein.
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Investing in our securities involves risks that are described in
the “Risk Factors” section beginning on page 8 of the
Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
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The
date of this prospectus supplement is December __,
2021.
SELLING SECURITYHOLDERS
The
following information is being provided to update the table in the
“Selling Securityholders” section of the Prospectus.
Where the name of a Selling Securityholder identified in the table
below also appears in the table in the Prospectus (i.e. The
Hacienda Company, LLC), the information set forth in the table
below regarding that Selling Securityholder supersedes and replaces
the information regarding such Selling Securityholder in the
Prospectus. The Selling Securityholders may from time to time offer
and sell any or all of our securities set forth below pursuant to
this Prospectus.
The
following table sets forth, as of the date of this Supplement No.
3:
●
the names of the
Selling Securityholders for whom we are registering shares for
resale to the public,
●
the number and
percentage of shares that the Selling Securityholders beneficially
owned prior to the offering for resale of the securities under this
Prospectus,
●
the number of
shares that may be offered for resale for the account of the
Selling Securityholders pursuant to this Prospectus,
and
●
the number and
percentage of shares to be beneficially owned by the Selling
Securityholders after the offering of the resale securities
(assuming all of the offered shares are sold by the Selling
Securityholders).
Our
registration of the shares does not necessarily mean that the
Selling Securityholders will sell all or any of such shares. A
Selling Securityholder may sell all, some, or none of such
securities in this offering. This table is prepared solely based on
information supplied to us by the listed Selling
Securityholders.
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Selling
Securityholder
|
Number
of Subordinate Voting Shares Owned Prior to Offering
|
Percentage
of Subordinate Voting Shares Owned Prior to Offering(1)
|
Number
of Subordinate Voting Shares Offered for Sale
|
Number
of Shares of Subordinate Voting Shares Owned Assuming Sale of All
Shares Offered
|
Percentage
of Subordinate Voting Shares Owned Assuming Sale of All Shares
Offered(1)
|
|
Moorland Lowell,
LLC
|
4,924,923
|
5.0%
|
4,924,923
|
-
|
-
|
|
Beehouse Lowell B,
LLC
|
3,199,992
|
3.2%
|
3,199,992
|
-
|
-
|
|
Beehouse Lowell,
LLC
|
2,998,733
|
3.0%
|
2,998,733
|
-
|
-
|
|
The Hacienda
Company, LLC
|
11,520,030
|
11.6%
|
11,520,030
|
-
|
-
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(1)
Based on the 99,408,010 shares of Subordinate Voting Shares
outstanding as of November 15, 2021.
Acquisition of Resale Securities
22,643,678
Subordinate Voting Shares of Lowell Farms Inc. will be offered for
resale by the Selling Securityholders. Hacienda acquired the
22,643,678 Subordinate Voting Shares as part of the consideration
for Lowell Acquisition. Hacienda made certain distributions of its
Subordinate Voting Shares to the Selling
Securityholders.
