40-F/A 1 form40fa.htm FORM 40-F/A OrganiGram Holdings Inc.: Form 40-F/A - Filed by newsfilecorp.com

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

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

[ ]

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

 

OR

[x]

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


For the fiscal year ended August 31, 2019

Commission File Number: 001-38885


 

Organigram Holdings Inc.

 

 

(Exact name of Registrant as specified in its charter)

 

Canada

 

2833

 

N/A

(Province or Other Jurisdiction of Incorporation or Organization)

 

(Primary Standard Industrial Classification Code)

 

(I.R.S. Employer
Identification No.)

 

35 English Dr.
Moncton, New Brunswick
Canada E1E 3X3
Tel: 1-855-961-9420

 

 

(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
Common Shares, no par value

Name of Each Exchange on Which Registered:
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:

[x] Annual Information Form

[x] 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: 156,196,347

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

[x]

 

No

[  ]

Indicate by check mark whether the registrant has submitted electronically 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

[x]

 

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.                 [  ]

† 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.

ii


EXPLANATORY NOTE

Organigram Holdings Inc. (the "Company") is filing this Amendment No. 1 to Form 40-F (the "Form 40-F/A") for the year ended August 31, 2019 to furnish Exhibit 101 to the Form 40-F, which provides certain items from our Form 40-F formatted in eXtensible Business Reporting Language ("XBRL").  In accordance with the policy of the Securities and Exchange Commission (the "Commission") stated in Release No. 33-9002, we are filing this Form 40-F/A within the 30-day period available to first-time XBRL filers following the filing of our Form 40-F, as filed with the Commission on November 27, 2019.

No other changes have been made to the Form 40-F other than the furnishing of the exhibit described above. This Form 40-F/A does not reflect subsequent events occurring after the original date of the Form 40-F, or modify or update in any way disclosures made in the Form 40-F.

SIGNATURES

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

Date:  December 27, 2019 Organigram Holdings Inc.
     
  By:  /s/ Gregory Engel
    Gregory Engel
    Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number

Exhibit Description

99.1 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

99.2 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

99.3 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 

99.4 

Audited consolidated financial statements of the Company and notes thereto as at and for the years ended August 31, 2019, together with the report of the Independent Registered Public Accounting Firm thereon*

99.5 

Management's Discussion and Analysis for the year ended August 31, 2019*

99.6 

Annual Information Form of the Company for the year ended August 31, 2019*

99.7 

Code of Business Conduct and Ethics*

99.8 

Consent of Deloitte LLP, Independent Registered Public Accounting Firm*

101.INS

XBRL Instance

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

* Previously filed.

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