40FR12B/A 1 form40fr12ba.htm FORM 40FR12B/A Aurora Cannabis Inc.: Form 40FR12B/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 40-F/A
(Amendment No. 1)

[ x ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ ] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ________________________ Commission File Number: 001-38691

AURORA CANNABIS INC.
(Exact name of Registrant as specified in its charter)

British Columbia, Canada 2833 N/A
(Province or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification No.)

Suite 500 – 10355 Jasper Avenue
Edmonton, Alberta
Canada T5J 1Y6
Tel: 1-844-928-7672
(Address and telephone number of Registrant’s principal executive offices)
 
 
CORPORATION SERVICE COMPANY
251 Little Falls Drive
County of New Castle
Wilmington, Delaware 19808
Tel: 1-800-927-9800
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

Securities registered or to be registered pursuant to section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered:
Common Shares, no par value New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

[ ] Annual Information Form [ ] Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report: Not applicable

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes [ ] No [ ]

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company [X]

 If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.

[   ]

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EXPLANATORY NOTE

Aurora Cannabis Inc. (the “Company” or “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company filed a Registration Statement on Form 40-F on October 5, 2018 (the “Original Form 40-F”). The Company is filing this Amendment No. 1 for the sole purpose of filing exhibits that were too large to be filed with the Original Form 40-F.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 5, 2018 AURORA CANNABIS INC.
     
  By: /s/ Terry Booth
    Terry Booth
    Chief Executive Officer

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EXHIBIT INDEX

Exhibit Exhibit Description
Number  
   
(1) 99.1 Material change report dated July 10, 2017
(1) 99.2 Material change report dated July 12, 2017
(1) 99.3 Material change report dated July 13, 2017
(1) 99.4 Material change report dated July 18, 2017
(1) 99.5 Material change report dated July 21, 2017
(1) 99.6 Material change report dated July 24, 2017
(1) 99.7 Change of Status Report dated July 26, 2017
(1) 99.8 Material change report dated July 31, 2017
(1) 99.9 Material change report dated August 8, 2017
(1) 99.10 Material change report dated August 31, 2017
(1) 99.11 Material change report dated September 18, 2017
(1) 99.12 Material change report dated September 19, 2017
(1) 99.13 Annual financial statements for the years ended June 30, 2017 and 2016
(1) 99.14 Management Discussion and Analysis for the three and twelve month periods ended June 30, 2017
(1) 99.15 Annual Information form for the financial year ended June 30, 2017, dated September 25, 2017
(1) 99.16 Certification of Annual Filings Following an IPO/RTO/Becoming a Non-Venture Issuer by CEO dated September 26, 2017
(1) 99.17 Certification of Annual Filings Following an IPO/RTO/Becoming a Non-Venture Issuer by CFO dated September 26, 2017
(1) 99.18 Material change report dated September 26, 2017
(1) 99.19 Material change report dated September 28, 2017
(1) 99.20 Material change report dated September 29, 2017
(1) 99.21 Material change report dated October 2, 2017
(1) 99.22 Material change report dated October 5, 2017
(1) 99.23 Management Information Circular dated October 2, 2017
(1) 99.24 Notice of annual and special meeting of shareholders dated October 2, 2017
(1) 99.25 Form of proxy for annual and special meeting of shareholders to be held on November 13, 2017
(1) 99.26 Material change report dated October 10, 2017
(1) 99.27 Material change report dated October 10, 2017
(1) 99.28 Material change report dated October 10, 2017
(1) 99.29 Material change report dated October 16, 2017
(1) 99.30 Material change report dated July 31, 2017
(2) 99.31 Material contract filed October 20, 2017 (Investment Agreement dated July 31, 2016)

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(2) 99.32 Material contract filed October 20, 2017 (Amended and Restated Share Purchase Agreement dated August 9, 2016 and amended August 16, 2016)
(2) 99.33 Material contract filed October 20, 2017 (Memorandum of Understanding dated December 13, 2016)
(2) 99.34 Material contract filed October 20, 2017 (Share Purchase and Transfer Agreement dated May 18, 2017)
(2) 99.35 Material contract filed October 20, 2017 (Investor Rights Agreement dated September 15, 2017)
(2) 99.36 Material contract filed October 20, 2017 (Option Agreement dated September 15, 2017)
(1) 99.37 Material change report dated October 23, 2017
(1) 99.38 News release dated October 30, 2017
(1) 99.39 Material change report dated November 2, 2017
(1) 99.40 News release dated November 6, 2017
(1) 99.41 Material change report dated November 6, 2017
(1) 99.42 Material change report dated November 6, 2017
(1) 99.43 Material change report dated November 7, 2017
(1) 99.44 Material change report dated November 7, 2017
(1) 99.45 Interim financial statements for the three months ended September 30, 2017 and 2016
(1) 99.46 Management Information Circular for the three months ended September 30, 2017
(1) 99.47 Certification of Interim Filings Following an IPO/RTO/Becoming a Non-Venture Issuer by CEO, dated November 9, 2017
(1) 99.48 Certification of Interim Filings Following an IPO/RTO/Becoming a Non-Venture Issuer by CFO, dated November 9, 2017
(1) 99.49 Material change report dated November 9, 2017
(1) 99.50 Material change report dated November 14, 2017
(1) 99.51 Material change report dated November 14, 2017
(1) 99.52 Material change report dated November 15, 2017
(1) 99.53 Material change report dated November 16, 2017
(1) 99.54 Material change report dated November 16, 2017
(1) 99.55 Report of voting results from the annual and special meeting held on November 13, 2017
(1) 99.56 Material change report dated November 20, 2017
(1) 99.57 News release dated November 23, 2017
(1) 99.58 News release dated November 23, 2017
(1) 99.59 News release dated November 23, 2017
(1) 99.60 Material change report dated November 29, 2017
(1) 99.61 Material change report dated November 29, 2017
(1) 99.62 Debenture Indenture dated November 28, 2017
(1) 99.63 Special Warrant Indenture dated November 28, 2017
(1) 99.64 News release dated December 4, 2017
(1) 99.65 News release dated December 4, 2017

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(1) 99.66 News release dated December 5, 2017
(1) 99.67 News release dated December 11, 2017
(1) 99.68 News release dated December 12, 2017
(1) 99.69 Management Information Circular dated December 8, 2017
(1) 99.70 Notice of special meeting of the shareholders dated December 8, 2017
(1) 99.71 Form of proxy for special meeting of the shareholders to be held on January 15, 2018
(1) 99.72 News release dated December 13, 2017
(1) 99.73 Master Services Agreement dated November 5, 2017
(1) 99.74 News release dated December 19, 2017
(1) 99.75 News release dated January 2, 2018
(1) 99.76 News release dated January 2, 2018
(1) 99.77 News release dated January 4, 2018
(1) 99.78 News release dated January 5, 2018
(1) 99.79 Material change report dated January 5, 2018
(1) 99.80 News release dated January 8, 2018
(1) 99.81 News release dated January 9, 2018
(1) 99.82 News release dated January 15, 2018
(1) 99.83 News release dated January 15, 2018
(1) 99.84 News release dated January 15, 2018
(1) 99.85 Term Sheet: Strategic Investment Arrangement dated January 4, 2018
(1) 99.86 Subscription Agreement for Subscription Receipts dated January 4, 2018
(1) 99.87 News release dated January 18, 2018
(1) 99.88 News release dated January 23, 2018
(1) 99.89 Material change report dated January 26, 2018
(1) 99.90 Support Agreement dated January 24, 2018
(1) 99.91 News release dated January 29, 2018
(1) 99.92 News release dated February 7, 2018
(1) 99.93 News release dated February 8, 2018
(1) 99.94 Interim financial report for the three and six months ended December 31, 2017 and 2016
(1) 99.95 Management’s Discussion and Analysis for the three and six months ended December 31, 2017 and 2016
(1) 99.96 Certification of interim filings in connection with the filing of interim financials and MD&A for the period ended December 31, 2017 by CEO, dated February 8, 2018
(1) 99.97 Certification of interim filings in connection with the filing of interim financials and MD&A for the period ended December 31, 2017 by CFO, dated February 8, 2018
(1) 99.98 Material change report dated February 8, 2018
(1) 99.99 News release dated February 14, 2018
(1) 99.100 Material change report dated February 16, 2018
(1) 99.101 News release dated February 22, 2018

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(1) 99.102 News release dated February 27, 2018
(1) 99.103 Investor Rights Agreement dated January 12, 2018
(1) 99.104 News release dated March 1, 2018
(1) 99.105 News release dated March 9, 2018
(1) 99.106 News release dated March 12, 2018
(1) 99.107 News release dated March 13, 2018
(1) 99.108 News release dated March 15, 2018
(1) 99.109 News release dated March 15, 2018
(1) 99.110 Material change report dated March 19, 2018
(1) 99.111 News release dated March 26, 2018
(1) 99.112 News release dated March 28, 2018
(1) 99.113 News release dated April 2, 2018
(1) 99.114 News release dated April 4, 2018
(1) 99.115 News release dated April 11, 2018
(1) 99.116 News release dated April 13, 2018
(1) 99.117 News release dated April 13, 2018
(1) 99.118 News release dated April 16, 2018
(1) 99.119 News release dated April 16, 2018
(1) 99.120 News release dated April 30, 2018
(1) 99.121 News release dated April 30, 2018
(1) 99.122 News release dated May 1, 2018
(1) 99.123 News release dated May 2, 2018
(1) 99.124 Business acquisition report dated April 30, 2018
(1) 99.125 News release dated May 3, 2018
(1) 99.126 Interim financial statements for the three and nine months ended March 31, 2018 and 2017
(1) 99.127 Management’s Discussion and Analysis for the three and nine months ended March 31, 2018
(1) 99.128 Certification of interim filings in connection with the filing of interim financials and MD&A for the period ended March 31, 2018 by CEO, dated May 8, 2018
(1) 99.129 Certification of interim filings in connection with the filing of interim financials and MD&A for the period ended March 31, 2018 by CFO, dated May 8, 2018
(1) 99.130 News release dated May 8, 2018
(1) 99.131 News release dated May 10, 2018
(1) 99.132 Debenture Indenture dated March 9, 2018
(1) 99.133 News release dated May 15, 2018
(1) 99.134 News release dated May 22, 2018
(1) 99.135 News release dated May 23, 2018
(1) 99.136 Material change report dated May 24, 2018
(1) 99.137 News release dated May 25, 2018
(1) 99.138 News release dated May 25, 2018

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(1) 99.139 News release dated May 28, 2018
(1) 99.140 News release dated May 30, 2018
(1) 99.141 News release dated June 7, 2018
(1) 99.142 News release dated June 8, 2018
(1) 99.143 News release dated June 11, 2018
(1) 99.144 News release dated June 12, 2018
(1) 99.145 News release dated June 13, 2018
(1) 99.146 News release dated June 18, 2018
(1) 99.147 News release dated June 20, 2018
(1) 99.148 Management information circular dated June 18, 2018
(1) 99.149 Notice of special meeting of shareholders dated June 18, 2018
(1) 99.150 Form of proxy for special meeting of shareholders to be held on July 18, 2018
(1) 99.151 News release dated June 20, 2018
(1) 99.152 News release dated June 21, 2018
(1) 99.153 News release dated June 25, 2018
(1) 99.154 News release dated June 26, 2018
(1) 99.155 News release dated July 3, 2018
(1) 99.156 News release dated July 5, 2018
(1) 99.157 News release dated July 6, 2018
(1) 99.158 News release dated July 6, 2018
(1) 99.159 News release dated July 11, 2018
(1) 99.160 News release dated July 11, 2018
(1) 99.161 News release dated July 11, 2018
(1) 99.162 News release dated July 16 , 2018
(1) 99.163 News release dated July 16, 2018
(1) 99.164 News release dated July 18, 2018
(1) 99.165 Report of voting results for special meeting of shareholders held on July 18, 2018
(1) 99.166 News release dated July 23, 2018
(1) 99.167 News release dated July 24, 2018
(1) 99.168 News release dated July 30, 2018
(1) 99.169 News release dated July 28, 2018
(1) 99.170 Material change report dated August 3, 2018
(1) 99.171 News release dated August 7, 2018
(1) 99.172 News release dated August 8, 2018
(1) 99.173 News release dated August 10, 2018
(1) 99.174 News release dated August 13, 2018
(1) 99.175 News release dated August 14, 2018
(1) 99.176 News release dated August 14, 2018

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(1) 99.177 News release dated August 16, 2018
(1) 99.178 Depository Agreement dated June 18, 2018
(1) 99.179 First Supplemental Indenture Agreement dated July 25, 2018
(1) 99.180 Material change report dated August 16, 2018
(1) 99.181 News release dated August 17, 2018
(1) 99.182 News release dated August 20, 2018
(1) 99.183 News release dated August 21, 2018
(1) 99.184 News release dated August 22, 2018
(1) 99.185 News release dated August 27, 2018
(1) 99.186 News release dated September 4, 2018
(1) 99.187 News release dated September 7, 2018
(1) 99.188 News release dated September 10, 2018
(1) 99.189 Credit Agreement dated August 29, 2018
(1) 99.190 Material change report dated September 10, 2018
(1) 99.191 News release dated September 11, 2018
(1) 99.192 News release dated September 12, 2018
(1) 99.193 News release dated September 14, 2018
(1) 99.194 Business acquisition report dated September 5, 2018
(1) 99.195 News release dated September 18, 2018
(1) 99.196 News release dated September 18, 2018
(1) 99.197 Voting and Support Agreement dated September 8, 2018
(1) 99.198 Arrangement Agreement dated September 8, 2018
(1) 99.199 Material change report dated September 18, 2018
(1) 99.200 News release dated September 19, 2018
(1) 99.201 News release dated September 21, 2018
(1) 99.202 News release dated September 24, 2018
(1) 99.203 Annual consolidated financial statements for the years ended June 30, 2018 and 2017
(1) 99.204 Management Discussion and Analysis for the year ended June 30, 2018
(1) 99.205 Annual Information form for the financial year ended June 30, 2018
(1) 99.206 Certification of Annual Filings by CEO dated September 25, 2018
(1) 99.207 Certification of Annual Filings by CFO dated September 25, 2018
(1) 99.208 Notice of Change of Auditor
(1) 99.209 Letter from successor auditor
(1) 99.210 Letter from former auditor
(1) 99.211 Consent of MNP LLP

(1)

previously filed with the Original Form 40-F.

(2)

filed herewith.

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