40FR12B 1 form40f.htm 40-F

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F

⌧ 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                                   
 
 
 

     
DEFI TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)

Canada
  
7379
  
N/A
(Province or other jurisdiction of incorporation or organization)
  
(Primary Standard Industrial Classification Code Number (if applicable))
  
(I.R.S. Employer Identification Number)

198 Davenport Road
Toronto, ON M5R 1J2
(Address and telephone number of Registrant’s principal executive offices)


Faegre Drinker Biddle & Reath LLP
200 Wells Fargo Center, 90 South Seventh Street
Minneapolis, Minnesota 55402, USA
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Kenny Choi
Ben  A. Stacke
Defi Technologies Inc.
198 Davenport Road
Toronto, ON
M5R 1J2
Faegre, Drinker, Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55424
   
   
Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares
 DEFT
The Nasdaq Stock Market LLC

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 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.

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 (Sec.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 an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ⌧

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.

Yes ☐     No ☐

† 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.

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. ☐
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EXPLANATORY NOTE – INTRODUCTORY INFORMATION
 
Defi Technologies Inc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to prepare and file this 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 U.S.-Canadian multi-jurisdictional disclosure system. 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 is filing this Form 40-F registration statement with the SEC to register its class of common shares under Section 12(b) of the Exchange Act.
 
FORWARD-LOOKING STATEMENTS
 
The Exhibits incorporated by reference into this registration statement contain forward-looking statements within the meaning of applicable securities laws that reflect management’s expectations with respect to future events, the Company’s financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” 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 involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated or implied in such forward-looking statements, including, without limitation, those described in the Company’s Annual Information Form for the financial year ended December 31, 2020 filed as Exhibit 99.77 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 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 registration statement on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States.  The Registrant prepares its consolidated financial statements, which are filed with this registration statement on Form 40-F, in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, and they may be subject to Canadian auditing and auditor independence standards. IFRS differs in certain respects from United States generally accepted accounting principles (“U.S. GAAP”) and practices prescribed by the SEC. Therefore, such financial statements may not be comparable to financial statements prepared in accordance with U.S. GAAP.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.146 inclusive, as set forth in the Exhibit Index attached hereto.  The documents filed or incorporated by reference as Exhibits contain all information material to an investment decision that the Registrant, since January 1, 2020: (i) made or was required to make public pursuant to the laws of any Canadian jurisdiction; (ii) filed or was required to file with the TSX Venture Exchange (the "TSXV") or the NEO Exchange (the "NEO") and which was made public by the TSXV or the NEO, as applicable; or (iii) distributed or was required to distribute to its security holders.  In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of its auditors as Exhibit 99.146, as set forth in the Exhibit Index attached hereto.
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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.

DESCRIPTION OF COMMON SHARES

The required disclosure containing a description of the securities to be registered is included under the heading “Description of Share Capital” in the Registrant’s Annual Information Form for the financial year ended December 31, 2020, attached hereto as Exhibit 99.77.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any off-balance sheet transactions that have or are reasonably likely to have a current or future effect on the Registrant's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table lists, as of December 31, 2020, information with respect to the Registrant’s known contractual obligations (in Canadian dollars):

   
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
  
NIL
    
NIL
  
NIL
 NIL
NIL
Capital (finance) lease obligations
  
NIL
    
NIL
  
NIL
NIL
NIL
Operating lease obligations
  
NIL
    
NIL
   NIL
NIL
NIL
Purchase obligations
    
992,248
      
992,248
  
NIL
NIL
NIL
Other long-term liabilities (bonds, debentures, etc.)
  
NIL
    
NIL
   NIL
NIL
NIL
Total
    
992,248
      
992,248
   NIL
NIL
NIL

NASDAQ CORPORATE GOVERNANCE

Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of certain of the requirements of the Rule 5600 Series. A foreign private issuer that follows a home country practice in lieu of one or more provisions of the Rule 5600 Series shall disclose in its registration statement related to its initial public offering or first U.S. listing on Nasdaq, or on its website, each requirement of the Rule 5600 Series that it does not follow and describe the home country practice followed by the issuer in lieu of those requirements.

The Company does not follow Rule 5620(c), but instead follows its home country practice. The Nasdaq minimum quorum requirement under Rule 5620(c) for a meeting of shareholders is 33.33% of the outstanding common shares. The Company’s bylaws provide that two persons present in person, each being a shareholder entitled to vote at the meeting or a duly appointed proxyholder for an absent shareholder entitled to vote at the meeting shall be a quorum at any meeting of the shareholders. The foregoing is consistent with the laws, customs and practices in Canada.

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, the securities in relation to which the obligation to file an Annual Report on Form 40-F arises or transactions in said securities.
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CONSENT TO SERVICE OF PROCESS

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

EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this registration statement:

Exhibit
  
Description
99.1
  
99.2
  
99.3
  
99.4
  
99.5
  
99.6
  
99.7
  
99.8
  
99.9
  
99.10
  
99.11
  
99.12
  
99.13
  
99.14
  
99.15
  
99.16
  
99.17
  
99.18
  
99.19
  
99.20
  
99.21
  
99.22
  
99.23
  
99.24
  
99.25
  
99.26
  
99.27
  
99.28
  
99.29
  
99.30
  
99.31
  
99.32
  
99.33
  

5
99.34
  
99.35
  
99.36
  
99.37
  
99.38
  
99.39
  
99.40
  
99.41
  
99.42
  
99.43
  
99.44
  
99.45
  
99.46
  
99.47
  
99.48
  
99.49
  
99.50
  
99.51
   Notice of Meeting dated January 29, 2021
99.52
   Management Information Circular dated February 1, 2021
99.53
   Form of Proxy dated February 1, 2021
99.54
   News release dated February 3, 2021
99.55
  
99.56
  
99.57
  
99.58
  
99.59
  
99.60
  
99.61
  
99.62
  
99.63
  
99.64
  
99.65
  
99.66
  
99.67
  
99.68
  
99.69
  
99.70
  
99.71
  
99.72
  
99.73
  
99.74
  
99.75
  
99.76
  
99.77
  
99.78
   Audited Annual Financial Statements dated March 31, 2021
99.79
  
99.80
  
99.81
  
99.82
  
99.83
  
99.84
  
99.85
  
99.86
  

6
99.87
  
99.88
  
99.89
  
99.90
  
99.91
  
99.92
  
99.93
  
99.94
  
99.95
  
99.96
  
99.97
  
99.98
  
99.99
  
99.100
  
99.101
  
99.102
  
99.103
  
99.104
  
99.105
  
99.106
  
99.107
  
99.108
  
99.109
  
99.110
  
99.111
  
99.112
  
99.113
  
99.114
  
99.115
  
99.116
  
99.117
  
99.118
  
99.119
  
99.120
  

7
99.121
  
99.122
  
99.123
  
99.124
  
99.125
  
99.126
  
99.127
  
99.128
  
99.129
  
99.130
  
99.131
  
99.132
  
99.133
  
99.134
  
99.135
  
99.136
  
99.137
  
99.138  
99.139  
99.140   Management Information Circular dated October 27, 2021
99.141   Form of Proxy dated October 28, 2021
99.142
   News release dated November 1, 2021
99.143
   News release dated November 2, 2021
99.144
   News release dated November 3, 2021
99.145
   Notice of Mailing dated November 4, 2021
99.146
  
     

* The descriptive headings in this list are for convenience purposes only. 


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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.


  Defi Technologies Inc.  
       
Date: November 10, 2021
By:
/s/Russell Starr
 
    Russell Starr
  
    Chief Executive Officer and Executive Chairman
 
       



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