Registration of a Class of Securities of Certain Canadian Issuers Pursuant to Section 12(b) of the 1934 Act (40fr12b)
September 15 2020 - 6:12AM
Edgar (US Regulatory)
UNITED
STATES
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 _________________
NEXTECH
AR SOLUTIONS CORP.
(Exact
Name of Registrant as specified in its charter)
N/A
(Translation
of Registrant’s name into English (if applicable))
British
Columbia, Canada
(Province
or other jurisdiction of incorporation or organization)
7371
(Primary
Standard Industrial Classification Code Number (if applicable))
98-1541753
(I.R.S.
Employer Identification Number (if applicable))
349
Carlaw Avenue, Suite 304, Toronto, Ontario M4M 2T1, Telephone: (631) 655-6733
(Address
and telephone number of Registrant’s principal executive offices)
Evan
Gappelberg, 21 Fox Hollow Drive,. East Quoguo, New York, 11942,
Telephone: (631) 655-6733
(Name,
address (including zip code) and telephone number (including area code)
of
agent for service in the United States)
Securities
to be registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
|
Trading
Symbol
|
|
Name
of each exchange on which
shares
are to be registered
|
|
Common
Shares
|
|
NTAR
|
|
The
Nasdaq Stock Market LLC
|
Securities
registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title
of class)
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. Not Applicable
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 (§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. ☐
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. ☐
EXPLANATORY
NOTE
NexTech
AR Solutions Corp. (the “Company” or 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. 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 seven months ended December 31, 2019 filed as Exhibit 99.161 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 report in
accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares
its financial statements 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.
MATERIAL
INFORMATION
In
accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through
99.209 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 consent of its auditors as Exhibit
99.210, as set forth in the Exhibit Index attached hereto.
DESCRIPTION
OF COMMON SHARES
A
description of the common shares to be registered is included under the heading “Capital Structure” in the Registrant’s
Annual Information Form dated June 29, 2020, attached hereto as Exhibit 99.174.
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.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Registrant has no off-balance sheet arrangements.
CONTRACTUAL
OBLIGATIONS
The
following table presents information regarding the Registrant’s known contractual obligations by maturity as of December
31, 2019 (in Canadian dollars):
|
|
|
Payment
due by period
|
|
|
Contractual Obligations
|
|
Total
|
|
|
Less
than
1 year
|
|
|
1-3
years
|
|
|
3-5
years
|
|
|
More
than
5 years
|
|
|
Capital Lease Obligations
|
|
$
|
52,394
|
|
|
$
|
20,958
|
|
|
$
|
31,436
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Operating Lease Obligation
|
|
$
|
20,958
|
|
|
$
|
20,958
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
TOTAL:
|
|
$
|
73,352
|
|
|
$
|
41,916
|
|
|
$
|
31,436
|
|
|
$
|
-
|
|
|
$
|
-
|
|
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.
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.
|
|
NEXTECH
AR SOLUTIONS CORP.
|
|
|
|
|
|
By:
|
/s/
Kashif Malik
|
|
|
Name:
|
Kashif
Malik
|
|
|
Title:
|
Chief
Financial Officer
|
Date:
September 14, 2020
EXHIBIT
INDEX
The
following documents are being filed with the Commission as Exhibits to this Registration Statement:
|
Exhibit
|
|
Description
|
|
99.1
|
|
News Release dated January 3, 2019
|
|
99.2
|
|
News Release dated January 8, 2019
|
|
99.3
|
|
News Release dated January 11, 2019
|
|
99.4
|
|
News Release dated January 15, 2019
|
|
99.5
|
|
News Release dated January 17, 2019
|
|
99.6
|
|
News Release dated January 22, 2019
|
|
99.7
|
|
News Release dated January 24, 2019
|
|
99.8
|
|
Interim Financial Statements for the period ended November 30, 2018
|
|
99.9
|
|
Interim Management’s Discussion and Analysis for the period ended November 30, 2018
|
|
99.10
|
|
News Release dated February 5, 2019
|
|
99.11
|
|
News Release dated February 7, 2019
|
|
99.12
|
|
News Release dated February 12, 2019
|
|
99.13
|
|
News Release dated February 20, 2019
|
|
99.14
|
|
News Release dated February 26, 2019
|
|
99.15
|
|
News Release dated February 28, 2019
|
|
99.16
|
|
News Release dated March 4, 2019
|
|
99.17
|
|
News Release dated March 6, 2019
|
|
99.18
|
|
News Release dated March 8, 2019
|
|
99.19
|
|
News Release dated March 11, 2019
|
|
99.20
|
|
News Release dated March 12, 2019
|
|
99.21
|
|
News Release dated March 14, 2019
|
|
99.22
|
|
News Release dated March 19, 2019
|
|
99.23
|
|
News Release dated March 26, 2019
|
|
99.24
|
|
News Release dated March 28, 2019
|
|
99.25
|
|
News Release dated March 29, 2019
|
|
99.26
|
|
News Release dated April 4, 2019
|
|
99.27
|
|
News Release dated April 8, 2019
|
|
99.28
|
|
News Release dated April 10, 2019
|
|
99.29
|
|
News Release dated April 11, 2019
|
|
99.30
|
|
News Release dated April 12, 2019
|
|
99.31
|
|
News Release dated April 16, 2019
|
|
99.32
|
|
News Release dated April 23, 2019
|
|
99.33
|
|
News Release dated April 25, 2019
|
|
99.34
|
|
News Release dated April 26, 2019
|
|
99.35
|
|
Interim Financial Statements for the period ended February 29, 2019
|
|
99.36
|
|
Interim Management’s Discussion and Analysis for the period ended February 29, 2019
|
|
99.37
|
|
News Release dated April 30, 2019
|
|
99.38
|
|
News Release dated May 1, 2019
|
|
99.39
|
|
News Release dated May 2, 2019
|
|
99.40
|
|
News Release dated May 7, 2019
|
|
99.41
|
|
News Release dated May 8, 2019
|
|
99.42
|
|
News Release dated May 10, 2019
|
|
99.43
|
|
News Release dated May 13, 2019
|
|
99.44
|
|
News Release dated May 14, 2019
|
|
99.45
|
|
News Release dated May 16, 2019
|
|
99.46
|
|
News Release dated May 20, 2019
|
|
99.47
|
|
News Release dated May 22, 2019
|
|
99.48
|
|
News Release dated May 23, 2019
|
|
99.49
|
|
News Release dated May 28, 2019
|
|
99.50
|
|
News Release dated May 29, 2019
|
|
99.51
|
|
News Release dated June 10, 2019
|
|
99.52
|
|
News Release dated June 11, 2019
|
|
99.53
|
|
News Release dated June 13, 2019
|
|
99.54
|
|
News Release dated June 14, 2019
|
|
99.55
|
|
News Release dated June 18, 2019
|
|
99.56
|
|
News Release dated June 25, 2019
|
|
99.57
|
|
Material Change Report dated June 27, 2019
|
|
99.58
|
|
News Release dated July 3, 2019
|
|
99.59
|
|
News Release dated July 10, 2019
|
|
99.60
|
|
News Release dated July 12, 2019
|
|
99.61
|
|
News Release dated July 12, 2019
|
|
99.62
|
|
News Release dated July 15, 2019
|
|
99.63
|
|
News Release dated July 17, 2019
|
|
99.64
|
|
News Release dated July 19, 2019
|
|
99.65
|
|
News Release dated July 23, 2019
|
|
99.66
|
|
Material Change Report dated July 23, 2019
|
|
99.67
|
|
News Release dated July 25, 2019
|
|
99.68
|
|
News Release dated July 25, 2019
|
|
99.69
|
|
News Release dated August 1, 2019
|
|
99.70
|
|
News Release dated August 6, 2019
|
|
99.71
|
|
News Release dated August 8, 2019
|
|
99.72
|
|
News Release dated August 13, 2019
|
|
99.73
|
|
News Release dated August 19, 2019
|
|
99.74
|
|
News Release dated August 27, 2019
|
|
99.75
|
|
Material Change Report dated August 29, 2019
|
|
99.76
|
|
Notice of the meeting and record date dated September 12, 2019
|
|
99.77
|
|
News Release dated September 13, 2019
|
|
99.78
|
|
News Release dated September 17, 2019
|
|
99.79
|
|
News Release dated September 19, 2019
|
|
99.80
|
|
News Release dated September 24, 2019
|
|
99.81
|
|
News Release dated September 27, 2019
|
|
99.82
|
|
Annual Audited Financial Statements for the year ended May 31, 2019
|
|
99.83
|
|
Annual Management’s Discussion and Analysis for the year ended May 31, 2019
|
|
99.84
|
|
News Release dated October 3, 2019
|
|
99.85
|
|
News Release dated October 8, 2019
|
|
99.86
|
|
News Release dated October 10, 2019
|
|
99.87
|
|
News Release dated October 15, 2019
|
|
99.88
|
|
News Release dated October 17, 2019
|
|
99.89
|
|
News Release dated October 22, 2019
|
|
99.90
|
|
News Release dated October 24, 2019
|
|
99.91
|
|
Notice of meeting, management information circular, and proxy materials for annual general meeting of shareholders to be held November 13, 2019
|
|
99.92
|
|
Interim Financial Statements for the period ended August 31, 2019
|
|
99.93
|
|
Interim Management’s Discussion and Analysis for the period ended August 31, 2019
|
|
99.94
|
|
News Release dated October 30, 2019
|
|
99.95
|
|
News Release dated October 31, 2019
|
|
99.96
|
|
News Release dated November 5, 2019
|
|
99.97
|
|
News Release dated November 12, 2019
|
|
99.98
|
|
News Release dated November 14, 2019
|
|
99.99
|
|
News Release dated November 19, 2019
|
|
99.100
|
|
News Release dated November 21, 2019
|
|
99.101
|
|
News Release dated November 22, 2019
|
|
99.102
|
|
Notice of Change of Year End dated November 25, 2019
|
|
99.103
|
|
News Release dated November 26, 2019
|
|
99.104
|
|
News Release dated November 28, 2019
|
|
99.105
|
|
Report of Exempt Distribution filed with Autorite des marches financiers dated November 29, 2019
|
|
99.106
|
|
News Release dated December 3, 2019
|
|
99.107
|
|
News Release dated December 5, 2019
|
|
99.108
|
|
News Release dated December 10, 2019
|
|
99.109
|
|
News Release dated December 11, 2019
|
|
99.110
|
|
News Release dated December 13, 2019
|
|
99.111
|
|
News Release dated December 17, 2019
|
|
99.112
|
|
News Release dated December 20, 2019
|
|
99.113
|
|
News Release dated December 31, 2019
|
|
99.114
|
|
News Release dated January 7, 2020
|
|
99.115
|
|
News Release dated January 14, 2020
|
|
99.116
|
|
News Release dated January 17, 2020
|
|
99.117
|
|
News Release dated January 22, 2020
|
|
99.118
|
|
News Release dated January 28, 2020
|
|
99.119
|
|
News Release dated January 30, 2020
|
|
99.120
|
|
News Release dated February 4, 2020
|
|
99.121
|
|
News Release dated February 6, 2020
|
|
99.122
|
|
News Release dated February 10, 2020
|
|
99.123
|
|
News Release dated February 11, 2020
|
|
99.124
|
|
News Release dated February 12, 2020
|
|
99.125
|
|
News Release dated February 14, 2020
|
|
99.126
|
|
News Release dated February 18, 2020
|
|
99.127
|
|
News Release dated February 19, 2020
|
|
99.128
|
|
News Release dated February 20, 2020
|
|
99.129
|
|
News Release dated February 25, 2020
|
|
99.130
|
|
News Release dated February 27, 2020
|
|
99.131
|
|
News Release dated February 28, 2020
|
|
99.132
|
|
News Release dated March 3, 2020
|
|
99.133
|
|
News Release dated March 5, 2020
|
|
99.134
|
|
News Release dated March 10, 2020
|
|
99.135
|
|
News Release dated March 16, 2020
|
|
99.136
|
|
News Release dated March 18, 2020
|
|
99.137
|
|
News Release dated March 19, 2020
|
|
99.138
|
|
News Release dated March 24, 2020
|
|
99.139
|
|
Audited Financial Statements for the seven months ended December 31, 3019 and year ended May 31, 2019
|
|
99.140
|
|
Management’s Discussion and Analysis for the seven months ended December 31, 3019 and year ended May 31, 2019
|
|
99.141
|
|
News Release dated March 27, 2020
|
|
99.142
|
|
News Release dated April 9, 2020
|
|
99.143
|
|
News Release dated April 23, 2020
|
|
99.144
|
|
News Release dated April 30, 2020
|
|
99.145
|
|
Share Purchase Agreement dated April 30, 2020
|
|
99.146
|
|
News Release dated May 5, 2020
|
|
99.147
|
|
News Release dated May 6, 2020
|
|
99.148
|
|
News Release dated May 8, 2020
|
|
99.149
|
|
News Release dated May 12, 2020
|
|
99.150
|
|
News Release dated May 14, 2020
|
|
99.151
|
|
News Release dated May 14, 2020
|
|
99.152
|
|
Interim Financial Statements for the period ended March 31, 2020
|
|
99.153
|
|
Interim Management’s Discussion and Analysis for the period ended March 31, 2020
|
|
99.154
|
|
News Release dated May 19, 2020
|
|
99.155
|
|
News Release dated May 21, 2020
|
|
99.156
|
|
News Release dated May 22, 2020
|
|
99.157
|
|
News Release dated May 26, 2020
|
|
99.158
|
|
News Release dated May 26, 2020
|
|
99.159
|
|
Amended and Restated Management’s Discussion and Analysis for the seven months ended December 31, 3019 and year ended May 31, 2019
|
|
99.160
|
|
News Release dated May 29, 2020
|
|
99.161
|
|
News Release dated June 1, 2020
|
|
99.162
|
|
News Release dated June 3, 2020
|
|
99.163
|
|
News Release dated June 4, 2020
|
|
99.164
|
|
News Release dated June 5, 2020
|
|
99.165
|
|
News Release dated June 10, 2020
|
|
99.166
|
|
News Release dated June 12, 2020
|
|
99.167
|
|
News Release dated June 17, 2020
|
|
99.168
|
|
News Release dated June 18, 2020
|
|
99.169
|
|
News Release dated June 19, 2020
|
|
99.170
|
|
News Release dated June 22, 2020
|
|
99.171
|
|
News Release dated June 24, 2020
|
|
99.172
|
|
News Release dated June 25, 2020
|
|
99.173
|
|
News Release dated June 29, 2020
|
|
99.174
|
|
Annual Information Form for the seven months ended December 31, 2019 dated June 29, 2020
|
|
99.175
|
|
News Release dated July 2, 2020
|
|
99.176
|
|
News Release dated July 7, 2020
|
|
99.177
|
|
News Release dated July 9, 2020
|
|
99.178
|
|
Material Change Report dated July 13, 2020
|
|
99.179
|
|
Material Change Report dated July 13, 2020
|
|
99.180
|
|
News Release dated July 13, 2020
|
|
99.181
|
|
News Release dated July 16, 2020
|
|
99.182
|
|
Notice of the meeting and record date dated July 16, 2020
|
|
99.183
|
|
News Release dated July 17, 2020
|
|
99.184
|
|
News Release dated July 20, 2020
|
|
99.185
|
|
News Release dated July 22, 2020
|
|
99.186
|
|
Qualification Certificate dated July 23, 2020
|
|
99.187
|
|
Marketing Materials dated July 23, 2020
|
|
99.188
|
|
Preliminary Prospectus dated July 23, 2020
|
|
99.189
|
|
News release dated July 23, 2020
|
|
99.190
|
|
News release dated July 27, 2020
|
|
99.191
|
|
News release dated July 28, 2020
|
|
99.192
|
|
Material Change Report dated July 29, 2020
|
|
99.193
|
|
News release dated July 30, 2020
|
|
99.194
|
|
Notice of meeting, management information circular, and proxy materials for annual general meeting of shareholders to be held August 27, 2020
|
|
99.195
|
|
News release dated August 4, 2020
|
|
99.196
|
|
News release dated August 5, 2020
|
|
99.197
|
|
News release dated August 11, 2020
|
|
99.198
|
|
News release dated August 13, 2020
|
|
99.199
|
|
News release dated August 17, 2020
|
|
99.200
|
|
Warrant Indenture dated August 20, 2020
|
|
99.201
|
|
News release dated August 25, 2020
|
|
99.202
|
|
Interim Financial Statements for the period ended June 30, 2020
|
|
99.203
|
|
Interim Management’s Discussion and Analysis for the period ended June 30, 2020
|
|
99.204
|
|
News release dated August 25, 2020
|
|
99.205
|
|
News release dated August 27, 2020
|
|
99.206
|
|
News release dated August 31, 2020
|
|
99.207
|
|
News release dated September 3, 2020
|
|
99.208
|
|
News release dated September 9, 2020
|
|
99.209
|
|
News release dated September 11, 2020
|
|
99.210
|
|
Consent of Dale Matheson Carr-Hilton Labonte LLP
|
9
Nextech3D ai (QX) (USOTC:NEXCF)
Historical Stock Chart
From Mar 2024 to Apr 2024
Nextech3D ai (QX) (USOTC:NEXCF)
Historical Stock Chart
From Apr 2023 to Apr 2024
