0001104659-20-065954.txt : 20200527 0001104659-20-065954.hdr.sgml : 20200527 20200526180038 ACCESSION NUMBER: 0001104659-20-065954 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200526 FILED AS OF DATE: 20200527 DATE AS OF CHANGE: 20200526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aphria Inc. CENTRAL INDEX KEY: 0001733418 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38708 FILM NUMBER: 20912131 BUSINESS ADDRESS: STREET 1: 245 TALBOT STREET W., SUITE 103 CITY: LEAMINGTON STATE: A6 ZIP: N8H 1N8 BUSINESS PHONE: (844) 427-4742 MAIL ADDRESS: STREET 1: 245 TALBOT STREET W., SUITE 103 CITY: LEAMINGTON STATE: A6 ZIP: N8H 1N8 6-K 1 a20-21004_16k.htm 6-K

 

 

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 May 2020

 

Commission File Number: 001-38708

 

APHRIA INC.

(Translation of registrant’s name into English)

 

98 TALBOT ST. W.

LEAMINGTON, ONTARIO, N8H 1M8, CANADA
 (Address of principal executive office)

 


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

 

Form 20-F o                        Form 40-F x

 

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): o

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

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): o

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

INCORPORATION BY REFERENCE

 

Exhibit 99.1 to this report on Form 6-K is hereby expressly incorporated by reference into the registration statement on Form F-10 of Aphria Inc. (File No. 333-233426), as amended and supplemented, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 26, 2020

APHRIA INC.

 

 

 

/s/ Carl Merton

 

Carl Merton

 

Chief Financial Officer

 

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INDEX TO EXHIBITS

 

99.1                        Material Change Report dated May 26, 2020

 

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 EX-99.1 2 a20-21004_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FORM 51-102F3

 

MATERIAL CHANGE REPORT

 

Item 1 –

Name and Address of Company:

 

 

 

Aphria Inc. (“Aphria” or the “Company”)

 

1 Adelaide Street East, Suite 2310

 

Toronto, Ontario

 

M5C 1J4

 

 

Item 2 -

Date of Material Change:

 

 

 

May 26, 2020.

 

 

Item 3 – 

News Release:

 

 

 

The Company issued a news release with respect to the material change described herein via Cision on May 26, 2020 and filed on SEDAR and EDGAR under Aphria’s profile on the same date.

 

 

Item 4 –

Summary of Material Change:

 

 

 

On May 26, 2020, Aphria announced that it will transfer its stock exchange listing from the New York Stock Exchange (“NYSE”) to The Nasdaq Global Select Market (“Nasdaq”), effective Friday, June 5, 2020, after the market close. The Company expects its common stock will begin trading as a Nasdaq-listed security at market open on Monday, June 8, 2020 and will continue to be listed under the ticker symbol “APHA.”

 

 

Item 5 – 

Full Description of Material Change:

 

 

5.1

Full Description of Material Change

 

 

 

On May 26, 2020, Aphria announced that it will transfer its stock exchange listing from NYSE to Nasdaq, effective Friday, June 5, 2020, after the market close. The Company expects its common stock will begin trading as a Nasdaq-listed security at market open on Monday, June 8, 2020 and will continue to be listed under the ticker symbol “APHA.” This transition will not impact the Company’s primary listing on the Toronto Stock Exchange (TSX: APHA).

 

 

 

The last day of trading of the Company’s common stock on NYSE is expected to be Friday, June 5, 2020.

 

 

5.2

Disclosure for Restructuring Transactions

 

 

 

Not applicable.

 

 

 

Item 6 – 

Reliance on subsection 7.1(2) of National Instrument 51-102:

 

 

 

Not applicable.

 

 

Item 7 -  

Omitted Information:

 

 

 

Not applicable.

 

Item 8 –

Executive Officer:

 

 

 

The executive officer who can answer questions regarding this report is Mr. Carl Merton, Chief Financial Officer of the Company. Mr. Merton can be reached at 519-564-6374.

 

 

Item 9 – 

Date of Report:

 

 

 

This report is dated the 26th day of May, 2020.

 

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