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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-K/A   Amendment
No. 1 (Mark One) ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from______ to______ Commission File Number: 000-56294  LOGO   COLUMBIA CARE INC. (Exact name of registrant as specified in its charter)    British Columbia

98-1488978(State or other jurisdiction of
incorporation or organization)

(I.R.S. employer
identification no.)   680 Fifth Ave., 24th Floor New York, New York 10019 (Address of principal executive offices and zip code) (212) 634-7100 (Registrants telephone number, including area code) None (Former name,
former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the
Act: None  Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered Securities registered pursuant to Section 12(g) of the Act: Common Shares (Title of
Class)   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

☐

Accelerated filer

☐Non-accelerated filer

☒

Smaller reporting company

☐Emerging growth 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  ☒ Aggregate market value of the registrants common
stock held by non-affiliates of the registrant, based upon the closing price of a common share of the registrant on June 30, 2021 as reported on the Canadian Stock Exchange on that date: $1,233,763,070. As of April 20, 2022, there were 381,832,637 common shares, no par value (the Common Shares), of the registrant outstanding. DOCUMENTS INCORPORATED BY REFERENCE None.




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COLUMBIA CARE INC. TABLE OF CONTENTS  Explanatory Note


3PART III


4Item 14. Principal Accounting Fees and Services


4PART IV


5Item 15. Exhibits, Financial Statement Schedules


5Exhibit Index


6SIGNATURES


9  2




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Explanatory Note This Amendment No. 1 on Form 10-K/A (the Amendment) amends the Annual Report on Form 10-K (the Form 10-K) of Columbia Care Inc. (the Company) for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange
Commission (the SEC) on March 31, 2022. The Company is filing this Amendment to amend Part III of the Form 10-K to include the information required by and not included in Item 14 of Part III
of the Form 10-K because the Company does not intend to file its definitive proxy statement within 120 days after the end of the fiscal year covered by the Form 10-K. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new
certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications
as exhibits. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3,
4 and 5 of the certifications have been omitted. Except as described above, no other changes have been made to the Form
10-K. The Form 10-K continues to speak as of the date of the Form 10-K, and we have not updated the disclosures contained therein
to reflect any events which occurred at a date subsequent to the filing of the Form 10-K other than as expressly indicated in this Amendment.  3




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PART III ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit and Non-Audit Fees The following table sets forth fees paid to the Companys auditors, Davidson & Company LLP, in 2021 and 2020 for audit and non-audit services. All of the services described below were approved in accordance with the Companys pre-approval policy, which is described in the next section.  2021


2020Audit fees (1)

$
1,493,971.18


$
600,000Audit-related fees (2)


69,082.65



75,000Tax fees (3)






3,077All other fees (4)






81,242Total

$
1,632,136.48


$
759,319 Notes: (1)
Audit Fees include the aggregate professional fees paid to the external auditors for the audit of the annual consolidated financial statements and other annual regulatory audits and filings. (2) Audit Related Fees includes the aggregate fees paid to the external auditors for services related to the audit services,
including reviewing quarterly financial statements and managements discussion thereon and conferring with the Board and Audit Committee regarding financial reporting and accounting standards. (3) Tax Fees include the aggregate fees paid to external auditors for tax compliance, tax advice, tax planning and advisory
services, including namely preparation of tax returns. (4) Other Fees include fees for assurance procedures in connection with
filings statements and information circulars and services related to underwriters due diligence. Pre-Approval Policies and Procedures The Companys Audit Committee has a policy related to pre-approval of all audit and permissible non-audit services to be provided by the independent registered public accounting firm. Pursuant to this policy, the Audit Committee must pre-approve all services provided by
the independent registered public accounting firm. Pre-approvals for classes of services are granted at the start of each fiscal year and are applicable for such year. As provided under the Sarbanes-Oxley Act
of 2002 and the SECs rules, the Audit Committee, in its discretion, may delegate to one or more of its members the authority to address certain requests for pre-approval in between regularly scheduled
meetings of the Audit Committee, and such pre-approval decisions are reported to the Audit Committee at its next regular meeting. The policy is designed to help ensure that there is no delegation by the Audit
Committee of authority or responsibility for pre-approval decisions to management.  4




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PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a)(1) Financial Statements See the Index to Financial
Statement listed on page F-1 of the Form 10-K. (a)(2) Financial
Statement Schedules Schedules have been omitted because they are not applicable, not material or because the information is included in the
consolidated financial statements or the notes thereto. (a)(3) Exhibits The exhibits are incorporated by reference from the Exhibit Index attached hereto.  5




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EXHIBIT INDEX  ExhibitNo.

Description of Exhibit2.1

Transaction Agreement dated November 
21, 2018 between Canaccord Genuity Growth Corp. and Columbia Care Inc. (incorporated by reference to Exhibit 2.1 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)2.2

Agreement and Plan of Merger dated December 
21, 2020 among Columbia Care Inc., Columbia Care LLC, Vici Acquisition LLC, Vici Acquisition II LLC, Green Leaf Medical, LLC and Shareholder Representative Services LLC (incorporated by reference to Exhibit 
2.2 of the Registrants amended Registration Statement on Form 10, filed with the SEC on February 15, 2022)2.3

Arrangement Agreement, dated March 
23, 2022, between Cresco Labs Inc. and Columbia Care Inc. (incorporated by reference to Exhibit 2.1 of the Registrants Form8-K, filed with the SEC on March 29,
2022)3.1

Articles of Columbia Care Inc. (incorporated by reference to Exhibit 
3.1 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14, 2021)4.1

Warrant Agency Agreement dated September 
20, 2018 between Canaccord Genuity Growth Corp. and Odyssey Trust Company (incorporated by reference to Exhibit 4.1 of the Registrants Registration Statement on Form 10, filed with the SEC on December 
14, 2021)4.2

Warrant Agreement dated April 
26, 2019 between Columbia Care Inc. and Canaccord Genuity Corp. (incorporated by reference to Exhibit 4.2 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)4.3

Trust Indenture made as of March 
31, 2020 between Columbia Care Inc. and Odyssey Trust Company (incorporated by reference to Exhibit 4.3 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)4.4

Warrant Indenture dated March 
31, 2020 between Columbia Care Inc. and Odyssey Trust Company (incorporated by reference to Exhibit 4.4 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)4.5

Trust Indenture made as of May 
14, 2020 between Columbia Care Inc. and Odyssey Trust Company (incorporated by reference to Exhibit 4.5 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)4.6

Warrant Indenture dated May 
14, 2020 between Columbia Care Inc. and Odyssey Trust Company (incorporated by reference to Exhibit 4.6 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)4.7

First Supplemental Indentures dated as of June 
19, 2020 between Columbia Care Inc and Odyssey Trust Company (incorporated by reference to Exhibit 4.7 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)4.8

Warrant Indenture dated July 
2, 2020 between Columbia Care Inc. and Odyssey Trust Company (incorporated by reference to Exhibit 4.8 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)4.9

Warrant Indenture dated October 
29, 2020 between Columbia Care Inc. and Odyssey Trust Company (incorporated by reference to Exhibit 4.9 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)4.10

Second Supplemental Indenture dated June 
29, 2021 between Columbia Care Inc. and Odyssey Trust Company (incorporated by reference to Exhibit 4.10 of the Registrants amended Registration Statement on Form 10, filed with the SEC on January 28,
2022)  6




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4.11

Third Supplemental Indenture dated February 
2, 2022 between Columbia Care Inc. and Odyssey Trust Company (incorporated by reference to Exhibit 4.11 of the Registrants amended Registration Statement on Form 10, filed with the SEC on February 15,
2022)4.12

Fourth Supplemental Indenture dated February 
3, 2022 between Columbia Care Inc. and Odyssey Trust Company (incorporated by reference to Exhibit 4.12 of the Registrants amended Registration Statement on Form 10, filed with the SEC on February 15,
2022)10.1

Lease Agreement dated December 
1, 2013 between Pagson, LLC and Patriot Care Corporation (incorporated by reference to Exhibit 10.1 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14, 2021)10.2

Lease Agreement dated April 
30, 2015 between Eastman Kodak Company and Columbia Care NY, LLC (incorporated by reference to Exhibit 10.2 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)10.3

Lease Agreement dated April 
10, 2019 between MM Downtown Facility, LLC and PHC Facilities, Inc. (incorporated by reference to Exhibit 10.3 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)10.4

Lease Agreement dated December 
23, 2019 between NLCP 156 Lincoln MA, LLC and Patriot Care Corp. (incorporated by reference to Exhibit 10.4 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14,
2021)10.5

First Amendment to Lease dated December 
2, 2020 between PHC Facilities, Inc. and MM Downtown Facility, LLC (incorporated by reference to Exhibit 10.5 of the Registrants Registration Statement on Form 10, filed with the SEC on December 14, 2021)10.6#

Employment Agreement dated April 
26, 2019 between Columbia Care Inc. and Nicholas Vita (incorporated by reference to Exhibit 10.6 of the Registrations Annual Report on Form 10-K, filed with the SEC on March 31,
2022)10.7#

Employment Agreement dated April 
26, 2019 between Columbia Care Inc. and David J. Hart (incorporated by reference to Exhibit 10.7 of the Registrations Annual Report on Form 10-K, filed with the SEC on March 31,
2022)10.8#

Employment Agreement dated April 
26, 2019 between Columbia Care Inc. and Michael Abbott (incorporated by reference to Exhibit 10.8 of the Registrations Annual Report on Form 10-K, filed with the SEC on March 31,
2022)10.9#

Amendment No. 1 dated January 
1, 2022 to Employment Agreement between Columbia Care Inc. and David J. Hart (incorporated by reference to Exhibit 10.9 of the Registrations Annual Report on Form 10-K, filed with the SEC on March 31,
 2022)10.10#

Restricted Stock Unit Award Notice and Award Agreement dated April 
26, 2019 between Columbia Care Inc. and Nicholas Vita (incorporated by reference to Exhibit 10.10 of the Registrations Annual Report on Form 10-K, filed with the SEC on March 31,
2022)10.11#

Restricted Stock Unit Award Notice and Award Agreement dated April 
26, 2019 between Columbia Care Inc. and David Hart (incorporated by reference to Exhibit 10.11 of the Registrations Annual Report on Form 10-K, filed with the SEC on March 31,
2022)10.12#

Restricted Stock Unit Award Notice and Award Agreement dated April 
26, 2019 between Columbia Care Inc. and Michael Abbott (incorporated by reference to Exhibit 10.12 of the Registrations Annual Report on Form 10-K, filed with the SEC on March 31,
2022)10.13#

Columbia Care Inc. Amended and Restated Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 of the Registrations
 Annual Report on Form 10-K, filed with the SEC on March 31, 2022)10.14

Mortgage and Security Agreement dated December 
28, 2021 between Columbia Care NY Realty LLC and East West Bank (incorporated by reference to Exhibit 10.14 of the Registrations Annual Report on Form 10-K, filed with the SEC on March 
31, 2022)  7




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10.15

Form of Voting Support Agreement (incorporated by reference to Exhibit 10.1 of the Registrants Form8-K, filed with the SEC on March 29, 2022)10.16

Form ofLock-Up 
Agreement (incorporated by reference to Exhibit 10.2 of the Registrants Form8-K, filed with the SEC on March 29, 2022)21.1

Subsidiaries of Columbia Care Inc. (incorporated by reference to Exhibit 21.1 of the Registrations Annual Report on Form 10-K, filed with the SEC on March 31, 2022)31.1*

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.31.2*

Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  *
Filed herewith 
Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the
Companys filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing. #
Management contract, compensatory plan or arrangement required to be filed pursuant to
Item 601(b)(10)(iii)(A) of Regulation S-K.  8




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 25, 2022.  COLUMBIA CARE INC./s/ Derek WatsonBy: Derek Watson Title: Chief Financial
Officer
  9