UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)* 

Kenneth G. Alberstadt

Akerman Senterfitt LLP

1251 Avenue of the Americas, 37^th Floor

New York, NY 10020

(212) 880-3817

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Introduction

As of March 24, 2022, Lowell Farms Inc. (the “Company”) has issued 202,590 super voting shares (the “Super Voting Shares”) and 100,288,094 subordinate voting shares (the “Subordinate Voting Shares”). The Super Voting Shares carry 1,000 votes per share and the Subordinate Voting Shares carry 1 vote per share. As of March 24, 2022, the Subordinate Voting Shares represented approximately 33.1% of the voting power of our outstanding voting securities and approximately 59.8% of the voting power of our voting securities on a fully diluted basis, and the Super Voting Shares represented approximately 66.9% of the voting power of our outstanding voting securities and approximately 40.2% of the voting power of our voting securities on a fully diluted basis. Fully diluted calculations take into account Subordinate Voting Shares issuable upon the conversion of outstanding debentures, the redemption of Class B Common Shares of our subsidiary, Indus Holding Company, and the exercise of outstanding warrants and options and Subordinate Voting Shares subject to unvested restricted stock units.

The Super Voting Shares are held by the former Chairman and Chief Executive Officer of the Company (the “Super Voting Shareholder”), who has entered into an agreement with the Company to vote the Super Voting Shares in accordance with the voting agreement described in Item 4 below and otherwise as directed by the Company’s board of directors.

Item 1. Security and Issuer.

This Statement on Schedule 13D relates to the Subordinate Voting Shares. The principal executive offices of the Company are located at 19 Quail Run Circle, Suite B, Salinas, California 93907.

Item 2. Identity and Background.

(a) This Statement is being filed by George Michael Hardin Allen, Geronimo Capital, LLC (“Geronimo Capital”), Geronimo CVOF Manager, LLC (“Geronimo Manager”) and Geronimo Central Valley Opportunity Fund, LLC (“Geronimo Fund” and, together with Mr. Allen, Geronimo Capital and Geronimo Manager, the “Reporting Persons”).

(b) Each Reporting Person has its principal business address at 54 Bentley Lane, Clinton Corners, New York 12514.

(c) Mr. Allen is an investor in publicly traded and privately held businesses and the Chairman of the Company. The Company is a California-based cannabis company with vertically integrated operations including large scale cultivation, extraction, processing, manufacturing, branding, packaging and wholesale distribution to retail dispensaries. Mr. Allen is the sole manager and majority owner of Geronimo Manager, a special purpose vehicle which manages Geronimo Fund. Geronimo Fund is a private investment fund that was formed to acquire, hold and dispose of securities of the Company.

Geronimo Capital is a private investment vehicle solely owned by Mr. Allen.

(d) – (e) No Reporting Person has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) Mr. Allen is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

Geronimo Fund is a private investment fund managed by Mr. Allen through Geronimo Manager. Geronimo Fund raised $10,507,488 in aggregate capital contributions from investors, including $1,000,000 from Geronimo Capital, to acquire Convertible Debentures and Convertible Debenture Warrants in the Convertible Debenture Offering (as defined below). As a result of the Geronimo Redemption (as defined below) and a small prior partial redemption on July 29, 2021, the Convertible Debentures and Convertible Debenture Warrants held by Geronimo Fund as of the date of this Schedule 13D represent $4,536,431 of the initial capital contributions.

The Convertible Debentures and Convertible Debenture Warrants held by Geronimo Manager represent an initial fee paid to Geronimo Manager in kind that was netted against the Convertible Debentures and Convertible Debenture Warrants acquired by Geronimo Fund.

Mr. Allen used personal funds in the amount of CDN $405,000 to acquire the Subordinate Voting Shares and December 2020 Warrants (as defined below) held directly by him and contributed personal funds in the amount of (i) $1,000,000 to Geronimo Capital that were used by Geronimo Capital to acquire its investment in Geronimo Fund, (ii) $1,760,860.66 that were used to acquire Convertible Debentures and Convertible Debenture Warrants separate from Geronimo Fund in the Convertible Debenture Offering (as defined below) and (iii) $200,000 that were used to acquire Subordinate Voting Shares and PIPE Warrants (as defined below). The 50,000 options held by Mr. Allen were received as a compensatory grant from the Company.

Item 4. Purpose of the Transaction.

Commencing April 13, 2020, the Company offered and sold (the “Convertible Debenture Offering”) an aggregate of $16,075,738 in principal amount of debentures due October 13, 2023 (the “Convertible Debentures”), each of which is convertible into Subordinate Voting Shares at a $0.20 per share conversion price, and warrants to purchase a number of Subordinate Voting Shares equal to the number of shares underlying the Convertible Debentures, at an exercise price of $0.28 per share, between July 1, 2020 and October 13, 2023 (the “Convertible Debenture Warrants”). Geronimo Fund, Geronimo Manager and Geronimo Capital purchased an aggregate of $11,428,362 of the Convertible Debentures and Convertible Debenture Warrants in the offering. The purpose of the Convertible Debenture Offering was to refinance outstanding indebtedness of the Company and to provide working capital for general corporate purposes.

In connection with the Convertible Debenture Offering, the Company entered into a voting agreement with the Super Voting Shareholder and the investors in the Convertible Debenture Offering, including Geronimo Fund, Geronimo Manager and Geronimo Capital. Pursuant to the Voting Agreement, the Super Voting Shareholder and such investors agreed to maintain the size of the Company’s board of directors at seven directors and to vote all of their voting securities (including the Super Voting Shares) to elect three persons designated by a majority in interest of the debenture holders (the “Investor Directors”), three persons designated by a majority of the incumbent directors or their successors (or, in the event no such director is then serving, the Super Voting Shareholder) (the “Indus Directors”) and one person designated by mutual agreement of a majority of the Investor Directors and a majority of the Indus Directors. In addition, the parties to the Voting Agreement agreed to take such actions as are within their control to maintain audit, compensation and corporate governance committees consisting of an equal number of non-employee Investor Directors and Indus Directors. Prior to the Geronimo Redemption, Geronimo Fund, Geronimo Manager and Geronimo Capital held a majority interest in the Convertible Debentures and Convertible Debenture Warrants and thereby controlled all decisions made by investors in the Convertible Debenture Offering under the Voting Agreement. Mr. Allen disclaims beneficial ownership of the Super Voting Shares.

On December 16, 2020, the Company completed a CDN $30,000,000 offering of Units, each Unit consisted of one Subordinate Voting Share and one-half of one warrant (with each whole warrant exercisable to purchase one Subordinate Voting Share for CDN $2.20 per share) (the “December 2020 Warrants”). The purpose of the offering was to fund the development of a cultivation and production facility and to provide working capital for general corporate purposes.

On August 30, 2021, the Company completed an $18,000,000 private placement of Units, each Unit consisted of one Subordinate Voting Share and one-half of one warrant (with each whole warrant exercisable to purchase one Subordinate Voting Share for CDN $1.40 per share) (the “PIPE Warrants”). The purpose of the offering was to provide working capital for general corporate purposes.

As of January 1, 2022, a portion of the Convertible Debentures and Convertible Debenture Warrants held by Geronimo Fund were distributed to certain investors in Geronimo Fund, including Geronimo Capital, in redemption of their interests (the “Geronimo Redemption”). Of the 14,957,476 Subordinate Voting Shares beneficially owned by Geronimo Capital, 7,048,870 are Subordinate Voting Shares underlying Convertible Debentures and Convertible Debenture Warrants that were distributed to Geronimo Capital in the Geronimo Redemption.

Mr. Allen (in his capacity as Chairman of the Company or otherwise), Geronimo Capital, Geronimo Manager and/or Geronimo Fund may, from time to time, communicate with the Company’s management, directors, shareholders and other interested parties regarding matters of mutual interest, including strategies designed to increase the value of the Subordinate Voting Shares. The Reporting Persons may from time to time acquire or dispose of additional Subordinate Voting Shares in the open market, in privately negotiated transactions or otherwise.

Except as set forth herein, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer

The information set forth in Item 4 herein is hereby incorporated by reference.

Item 7. Material to be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: April 13, 2022

  EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree jointly to prepare and file with regulatory authorities a Statement on Schedule 13D reporting a material change in facts, and any further amendments related thereto, and hereby affirm that such Statement on Schedule 13D and any such further amendments are being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: April 13, 2022