iANTHUS CAPITAL HOLDINGS, INC. appointed Robert R. Galvin as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


The Board of Directors (the "Board") of iAnthus Capital Holdings, Inc. (the "Company") appointed Robert R. Galvin as Interim Chief Executive Officer and a member of the Board of the Company in replacement of Randy Maslow effective as of May 6, 2022 (the "Effective Date"). Mr. Maslow will continue to serve the Company in a consulting role for a period of six months following the Effective Date.


Robert Galvin has served as the Company's Interim Chief Operating Officer since November 2020. In addition, since February 2019, he has served as an operations and administrative advisor to the Company. From February 2019 to December 2019, he also served as a member of the Company's Board. Prior to the Company, Mr. Galvin served as a member of the board of directors and as audit committee chair of MPX Bioceutical Corporation ("MPX") from November 2017 until the completion of the acquisition of MPX by the Company in February 2019. In addition, from 2016 to 2018, Mr. Galvin served as Chief Financial Officer of Holtec International, an energy company, and from 2009 to 2016, Mr. Galvin served as Chief Financial Officer of EQM Technologies & Energy, Inc., an environmental engineering firm. Furthermore, from 2002 to 2009 Mr. Galvin served as Chief Financial Officer of NuCO2 Inc., a beverage carbonation company formerly listed on Nasdaq. Mr. Galvin began his career with KPMG and holds a Bachelor of Science degree in accounting from Villanova University. 


Mr. Galvin shall serve as Interim Chief Executive Officer of the Company pursuant to his employment agreement effective as of January 1, 2019, as amended on April 4, 2020.


There are no family relationships between Mr. Galvin and any of our directors or executive officers. Except as set forth herein, there is no arrangement or understanding between Mr. Galvin and any other persons pursuant to which Mr. Galvin was appointed an executive officer of the Company. As set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as a result of the Company's acquisition of CBD For Life, LLC on June 27, 2019, Mr. Galvin received 36,969 common shares of the Company (with a fair value of $0.1 million). Except as set forth herein, there are no related party transactions involving Mr. Galvin that are reportable under Item 404(a) of Regulation S-K.


In connection with Mr. Maslow's resignation, the Company entered into a separation agreement (the "Separation Agreement") with Mr. Maslow pursuant to which Mr. Maslow will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his Employment Agreement. A portion of the cash compensation amount will be paid in lump sum on the Effective Date and remainder shall be paid over a period of eight months following the Effective Date. Such compensation and benefits included, among other items, an extension of exercise period of options to acquire the Company's common shares which were held by Mr. Maslow until the earlier of (i) five years from the Effective Date; (ii) the original expiration dates of the applicable option; or (iii) the closing of the Recapitalization Transaction. Further, Mr. Maslow agreed to relinquish all entitlements to his restricted stock units under the contingent long-term incentive plan that was announced on January 7, 2022.