40FR12B 1 a18-26052_140fr12b.htm 40-F

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 40-F

 

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                         

 


 

Aphria Inc.

(Exact name of Registrant as specified in its charter)

 

Canada
(Province or other jurisdiction of
incorporation or organization)

 

2833
(Primary Standard Industrial Classification
Code Number)

 

N/A
(I.R.S. Employer
Identification Number)

 

265 Talbot St. W.
Leamington, Ontario N8H 4H3
Canada

(844) 427-4742
(Address and telephone number of Registrant’s principal executive offices)

 


 

CT Corporation System

1015 15th Street N.W., Suite 1000

Washington, DC 20005

(202) 572-3100

(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 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:

 

o Annual information form                                             o Audited annual financial statements

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:  N/A

 

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.  o Yes               o 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). o Yes o 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. o

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 



 

EXPLANATORY NOTE

 

Aphria Inc. (the “Company”, the “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.

 

FORWARD LOOKING STATEMENTS

 

The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect our management’s expectations with respect to future events, our financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words such as “expect,” “likely”, “may,” “will,” “should,” “intend,” or “anticipate”, “potential”, “proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or discussions of strategy, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, including, without limitation, those described in the Company’s Annual Information Form for the year ended May 31, 2018 filed as Exhibit 99.3 to this Registration Statement. No assurance can be given that these expectations will prove to be correct and such forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements, except as may be required by applicable securities laws, to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

 

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

 

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.

 

PRINCIPAL DOCUMENTS

 

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.149, inclusive, as set forth in the Exhibit Index attached hereto.

 

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consents of the experts named in the foregoing Exhibits as Exhibits 99.150 to 99.152, as set forth in the Exhibit Index attached hereto.

 

TAX MATTERS

 

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

 

2


 

DESCRIPTION OF COMMON SHARES

 

The required disclosure is included under the heading “Capital Structure” in the Registrant’s Annual Information Form for the fiscal year ended March 31, 2017, attached hereto as Exhibit 99.3.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Registrant has no off-balance sheet arrangements.

 

CURRENCY

 

Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on May 31, 2018, based upon the daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn$1.2948.

 

CONTRACTUAL OBLIGATIONS

 

The following table lists, as of May 31, 2018, information with respect to the Registrant’s known contractual obligations (in thousands):

 

 

 

Payments due by period

 

Contractual Obligations

 

Total

 

Less than
1 year

 

1-3 years

 

3-5 years

 

More than
5 years

 

Long-Term Debt Obligations

 

$

30,548

 

$

2,140

 

$

4,589

 

$

23,819

 

$

nil

 

Outstanding capital related commitments

 

$

30,360

 

$

30,360

 

$

nil

 

$

nil

 

$

nil

 

Investment commitment

 

$

400

 

$

400

 

$

nil

 

$

nil

 

$

nil

 

Operating leases

 

$

125

 

$

125

 

$

nil

 

$

nil

 

$

nil

 

Motor vehicle leases

 

$

54

 

$

29

 

$

25

 

$

nil

 

$

nil

 

Total

 

$

61,487

 

$

33,054

 

$

4,614

 

$

23,819

 

$

nil

 

 

UNDERTAKING

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

 

CONSENT TO SERVICE OF PROCESS

 

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

 

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

 

3


 

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.

 

 

 

APHRIA INC.

 

 

 

 

By:

/s/ Carl Merton

 

 

Name:

Carl Merton

 

 

Title:

Chief Financial Officer

 

 

Date: October 17, 2018

 

4


 

EXHIBIT INDEX

 

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

 

Exhibit

 

Description

 

 

 

99.1

 

Consolidated Financial Statements for the year ended May 31, 2018 and May 31, 2017

 

 

 

99.2

 

Management’s Discussion and Analysis for the year ended May 31, 2018

 

 

 

99.3

 

Annual Information Form dated July 31, 2018

 

 

 

99.4

 

Certification of Annual Filings Full Certificate by CEO dated August 1, 2018

 

 

 

99.5

 

Certification of Annual Filings Full Certificate by CFO dated August 1, 2018

 

 

 

99.6

 

News Release dated June 15, 2017

 

 

 

99.7

 

News Release dated June 19, 2017

 

 

 

99.8

 

News Release dated July 4, 2017

 

 

 

99.9

 

News Release dated July 12, 2017

 

 

 

99.10

 

Consolidated Financial Statements for the year ended May 31, 2017 and May 31, 2016

 

 

 

99.11

 

Management’s Discussion and Analysis for the year ended May 31, 2017

 

 

 

99.12

 

Annual Information Form dated July 12, 2017

 

 

 

99.13

 

Certification of Annual Filings Full Certificate by CEO dated July 12, 2017

 

 

 

99.14

 

Certification of Annual Filings Full Certificate by CFO dated July 12, 2017

 

 

 

99.15

 

Producer’s License for Aphria Inc. Effective Date June 23, 2017

 

 

 

99.16

 

2017 Annual Report (Excerpts)

 

 

 

99.17

 

News Release dated August 9, 2017

 

 

 

99.18

 

News Release dated August 15, 2017

 

 

 

99.19

 

News Release dated August 21, 2017

 

 

 

99.20

 

Notice of Meeting and Record Date (Amended) dated August 28, 2017

 

 

 

99.21

 

News Release dated September 8, 2017

 

 

 

99.22

 

Notice of Annual and Special Shareholder Meeting dated September 11, 2017

 

 

 

99.23

 

Notice of Meeting and Management Information Circular dated September 11, 2017

 

 

 

99.24

 

Form of Proxy - Annual General and Special Meeting to be held on October 25, 2017

 

 

 

99.25

 

News Release dated October 5, 2017

 

 

 

99.26

 

News Release dated October 13, 2017

 

 

 

99.27

 

Condensed Interim Consolidated Financial Statements for the three months ended August 31, 2017 and August 31, 2016

 

 

 

99.28

 

Management’s Discussion and Analysis for the three months ended August 31, 2017

 

 

 

99.29

 

Certification of Interim Filings Full Certificate by CEO dated October 13, 2017

 

 

 

99.30

 

Certification of Interim Filings Full Certificate by CFO dated October 13, 2017

 

 

 

99.31

 

News Release dated October 17, 2017

 

 

 

99.32

 

News Release dated October 17, 2017

 

 

 

99.33

 

Material Change Report dated October 18, 2017

 

5


 

Exhibit

 

Description

 

 

 

99.34

 

Underwriting Agreement dated October 20, 2017

 

 

 

99.35

 

News Release dated October 23, 2017

 

 

 

99.36

 

News Release dated October 24, 2017

 

 

 

99.37

 

News Release dated October 27, 2017

 

 

 

99.38

 

Report of Voting Results dated October 26, 2017

 

 

 

99.39

 

News Release dated November 7, 2017

 

 

 

99.40

 

News Release dated November 23, 2017

 

 

 

99.41

 

News Release dated December 4, 2017

 

 

 

99.42

 

News Release dated December 13, 2017

 

 

 

99.43

 

Underwriting Agreement dated December 15, 2017

 

 

 

99.44

 

Material Change Report dated December 15, 2017

 

 

 

99.45

 

News Release dated December 21, 2017

 

 

 

99.46

 

News Release dated January 3, 2018

 

 

 

99.47

 

News Release dated January 8, 2018

 

 

 

99.48

 

News Release dated January 10, 2018

 

 

 

99.49

 

Condensed Interim Consolidated Financial Statements for the three months and six months ended November 30, 2017 and November 30, 2016

 

 

 

99.50

 

Management’s Discussion and Analysis for the three months and six months ended November 30, 2017

 

 

 

99.51

 

Certification of Interim Filings Full Certificate by CEO dated January 10, 2018

 

 

 

99.52

 

Certification of Interim Filings Full Certificate by CFO dated January 10, 2018

 

 

 

99.53

 

News Release dated January 15, 2018

 

 

 

99.54

 

News Release dated January 15, 2018

 

 

 

99.55

 

News Release dated January 29, 2018

 

 

 

99.56

 

News Release dated February 1, 2018

 

 

 

99.57

 

News Release dated February 2, 2018

 

 

 

99.58

 

News Release dated February 5, 2018

 

 

 

99.59

 

Arrangement Agreement dated January 28, 2018

 

 

 

99.60

 

Material Change Report dated February 7, 2018

 

 

 

99.61

 

Share Purchase Agreement dated February 1, 2018

 

 

 

99.62

 

Material Change Report dated February 12, 2018

 

 

 

99.63

 

News Release dated February 13, 2018

 

 

 

99.64

 

Share Purchase Agreement dated February 5, 2018

 

 

 

99.65

 

Put and Call Option Agreement dated February 5, 2018

 

 

 

99.66

 

Material Change Report dated February 13, 2018

 

 

 

99.67

 

News Release dated February 14, 2018

 

 

 

99.68

 

News Release dated February 20, 2018

 

6


 

Exhibit

 

Description

 

 

 

99.69

 

News Release dated March 13, 2018

 

 

 

99.70

 

News Release dated March 15, 2018

 

 

 

99.71

 

News Release dated March 16, 2018

 

 

 

99.72

 

News Release dated March 20, 2018

 

 

 

99.73

 

News Release dated March 21, 2018

 

 

 

99.74

 

News Release dated March 23, 2018

 

 

 

99.75

 

Material Change Report dated March 23, 2018

 

 

 

99.76

 

News Release dated March 27, 2018

 

 

 

99.77

 

News Release dated April 5, 2018

 

 

 

99.78

 

News Release dated April 10, 2018

 

 

 

99.79

 

News Release dated April 11, 2018

 

 

 

99.80

 

Condensed Interim Consolidated Financial Statements for the three months and nine months ended February 28, 2018 and February 28, 2017

 

 

 

99.81

 

Management’s Discussion and Analysis for the three months and nine months ended February 28, 2018

 

 

 

99.82

 

Certification of Interim Filings Full Certificate by CEO dated April 16, 2018

 

 

 

99.83

 

Certification of Interim Filings Full Certificate by CFO dated April 16, 2018

 

 

 

99.84

 

News Release dated April 16, 2018

 

 

 

99.85

 

News Release dated April 17, 2018

 

 

 

99.86

 

News Release dated April 23, 2018

 

 

 

99.87

 

News Release dated April 24, 2018

 

 

 

99.88

 

News Release dated April 25, 2018

 

 

 

99.89

 

Producer’s License for Aphria Inc. Effective Date March 12, 2018

 

 

 

99.90

 

Producer’s License for Broken Coast Cannabis Ltd. Effective Date April 20, 2018

 

 

 

99.91

 

Amended and Restated Business Acquisition Report dated May 10, 2018

 

 

 

99.92

 

News Release dated May 16, 2018

 

 

 

99.93

 

News Release dated May 17, 2018

 

 

 

99.94

 

News Release dated May 17, 2018

 

 

 

99.95

 

News Release dated May 28, 2018

 

 

 

99.96

 

Business Acquisition Report dated May 30, 2018

 

 

 

99.97

 

News Release dated June 6, 2018

 

 

 

99.98

 

News Release dated June 6, 2018

 

 

 

99.99

 

Material Change Report dated June 7, 2018

 

 

 

99.100

 

News Release dated June 8, 2018

 

 

 

99.101

 

Underwriting Agreement dated June 12, 2018

 

 

 

99.102

 

News Release dated June 15, 2018

 

 

 

99.103

 

News Release dated June 20, 2018

 

7


 

Exhibit

 

Description

 

 

 

99.104

 

News Release dated June 21, 2018

 

 

 

99.105

 

News Release dated June 28, 2018

 

 

 

99.106

 

News Release dated June 29, 2018

 

 

 

99.107

 

News Release dated July 5, 2018

 

 

 

99.108

 

News Release dated July 5, 2018

 

 

 

99.109

 

News Release dated July 9, 2018

 

 

 

99.110

 

News Release dated July 12, 2018

 

 

 

99.111

 

News Release dated July 17, 2018

 

 

 

99.112

 

News Release dated July 23, 2018

 

 

 

99.113

 

News Release dated July 25, 2018

 

 

 

99.114

 

News Release dated July 26, 2018

 

 

 

99.115

 

Share Purchase Agreement dated July 17, 2018

 

 

 

99.116

 

Material Change Report dated July 27, 2018

 

 

 

99.117

 

News Release dated July 31, 2018

 

 

 

99.118

 

News Release dated August 1, 2018

 

 

 

99.119

 

News Release dated August 8, 2018

 

 

 

99.120

 

News Release dated August 14, 2018

 

 

 

99.121

 

News Release dated August 21, 2018

 

 

 

99.122

 

Notice of Meeting and Record Date dated August 24, 2018

 

 

 

99.123

 

2018 Annual Report (Excerpts)

 

 

 

99.124

 

News Release dated August 27, 2018

 

 

 

99.125

 

News Release dated September 4, 2018

 

 

 

99.126

 

News Release dated September 5, 2018

 

 

 

99.127

 

News Release dated September 6, 2018

 

 

 

99.128

 

News Release dated September 12, 2018

 

 

 

99.129

 

News Release dated September 14, 2018

 

 

 

99.130

 

News Release dated September 20, 2018

 

 

 

99.131

 

News Release dated September 20, 2018

 

 

 

99.132

 

News Release dated September 21, 2018

 

 

 

99.133

 

News Release dated September 27, 2018

 

 

 

99.134

 

News Release dated September 28, 2018

 

 

 

99.135

 

Notice of Annual and Special Shareholder Meeting dated September 24, 2018

 

 

 

99.136

 

Notice of Meeting and Management Information Circular dated September 24, 2018

 

 

 

99.137

 

Form of Proxy - Annual General and Special Meeting to be held on November 2, 2018

 

 

 

99.138

 

News Release dated October 2, 2018

 

 

 

99.139

 

Material Change Report dated October 5, 2018

 

 

 

99.140

 

News Release dated October 10, 2018

 

 

 

99.141

 

News Release dated October 11, 2018

 

 

 

99.142

 

Condensed Interim Consolidated Financial Statements for the three months ended August 31, 2018 and August 31, 2017

 

 

 

99.143

 

Management's Discussion and Analysis for the three months ended August 31, 2018

 

 

 

99.144

 

Certification of Interim Filings Full Certificate by CEO dated October 12, 2018

 

 

 

99.145

 

Certification of Interim Filings Full Certificate by CFO dated October 12, 2018

 

 

 

99.146

 

News Release dated October 12, 2018

 

 

 

99.147

 

News Release dated October 15, 2018

 

 

 

99.148

 

News Release dated October 16, 2018

 

 

 

99.149

 

News Release dated October 17, 2018

 

 

 

99.150

 

Consent of RSM Canada LLP

 

 

 

99.151

 

Consent of PricewaterhouseCoopers LLP

 

 

 

99.152

 

Consent of MNP LLP

 

8