6-K 1 form6-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2018

 

Commission File Number: 001-38400

 

SCYTHIAN BIOSCIENCES CORP.

(Name of Registrant)

 

100 King Street West, Suite 5600, Toronto, Ontario, Canada M5X 1C9

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F [X] Form 40-F [  ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

 

Copies to:

Harvey J. Kesner

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37th Floor

New York, New York 10036

Telephone: (212) 930-9700

 

 

 

   
 

 

SCYTHIAN BIOSCIENCES CORP.

 

On July 17, 2018, Scythian Biosciences Corp. (“Scythian”) issued a press release announcing that it has entered into a share purchase agreement with Aphria Inc. (TSX:APH) (“Aphria”), pursuant to which Scythian has agreed to sell to Aphria 100% of the issued and outstanding shares of LATAM Holdings Inc., a direct, wholly-owned subsidiary of Scythian, which, following closing of the previously announced transactions, will own licenses and other assets held through subsidiaries in Argentina, Colombia and Jamaica (the “Transaction”).

 

As a result of the Transaction, Aphria will indirectly acquire the following interests:

 

  100% of Marigold Acquisitions Inc., an entity which owns 100% of Hampstead Holdings Ltd., a Bermuda incorporated entity, which owns 49% of Marigold Projects Jamaica Limited, which has received licenses to cultivate and conditional licenses to process, sell and provide therapeutic or spa services using cannabis products in Jamaica;
  100% of ABP, S.A., an Argentinean pharmaceutical import and distribution company, currently licensed for the importation of CBD oil; and
  90% of Colcanna S.A.S., a Colombian medical cannabis producer, currently licensed for cultivation and importation of CBD, extraction, production, research and exportation of medical cannabis products,

 

(collectively, the “Targets”).

 

As consideration for the Transaction, Aphria will issue CAD $193 million worth of its common shares to Scythian and will assume USD $1 million in aggregate liabilities of the Targets.

 

A copy of Scythian’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Scythian files reports on Form 6-K with the US Securities and Exchange Commission (the “SEC”) pursuant to the requirements of the Exchange Act. The SEC reports of Scythian are available to the public over the internet at the SEC’s website at www.sec.gov and from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 (telephone 1-800-SEC-0330).

 

Forward-looking statements

 

This Form 6-K and the information incorporated by reference in this Form 6-K include statements that constitute forward-looking statements within the meaning of applicable Canadian and U.S. securities laws. In addition, in the future Scythian and others on its behalf may make statements that constitute forward-looking statements. When evaluating forward-looking statements, you should carefully consider the cautionary statement regarding forward-looking information, the risk factors and other information set forth in Scythian’s most recent Annual Information Form which is filed with the Canadian securities commissions and available electronically under Scythian’s issuer profile on SEDAR at www.sedar.com and in Scythian’s Form 20-F and its reports on Form 6-K furnished to or filed with the SEC.

 

No Offer to Sell Securities

 

The attached information is not an offer to sell or a solicitation of an offer to purchase any security in the United States or elsewhere and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful. No securities may be offered or sold within the United States or to U.S. persons absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from any issuer of such securities and that will contain detailed information about us.

 

   
 

 

EXHIBITS

 

Exhibit Number   Description
99.1   Press Release, dated July 17, 2018

 

   
 

 

SIGNATURE

 

Pursuant to the requirements 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.

 

  SCYTHIAN BIOSCIENCES CORP.
     
Date: July 18, 2018 By: /s/ Rob Reid
    Rob Reid
    Chief Executive Officer