Amended Annual Report (foreign Private Issuer) (40-f/a)
March 27 2020 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
40-F/A
(Amendment
No. 2)
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended June 30, 2019
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Commission
File Number: 001-38691
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Aurora
Cannabis Inc.
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(Exact
name of Registrant as specified in its charter)
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British
Columbia, Canada
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2833
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N/A
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(Province
or Other Jurisdiction of Incorporation or Organization)
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(Primary
Standard Industrial Classification Code)
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(I.R.S.
Employer
Identification No.)
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Suite
500 – 10355 Jasper Avenue
Edmonton, Alberta
Canada T5J 1Y6
Tel: 1-844-928-7672
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(Address
and telephone number of Registrant’s principal executive offices)
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CORPORATION
SERVICE COMPANY
251 Little Falls Drive
County of New Castle
Wilmington, Delaware 19808
Tel: 1-800-927-9800
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(Name,
address (including zip code) and telephone number (including
area code) of agent for service in the United States)
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Securities registered or to
be registered pursuant to section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Shares, no par value
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ACB
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New
York Stock Exchange
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Rights
to purchase Common Shares, without par value
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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:
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Annual Information Form
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Audited Annual Financial
Statements
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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: 1,017,438,744
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.
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).
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.
EXPLANATORY
NOTE
This
Amendment No. 2 to the Annual Report on Form 40-F of Aurora Cannabis Inc. (the “Company” or “Aurora”),
originally filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2019 (as previously
amended, the “Original Annual Report”), is being filed with the SEC by the Company for the sole purpose of
filing the following as exhibits, which were inadvertently omitted from the Original Annual Report: (a) the audit report of MNP
LLP, the Company’s former independent registered public accounting firm, dated September 24, 2018, in respect of the Company’s
audited consolidated statements and the notes thereto as at and for the years ended June 30, 2018 and June 30, 2017; and (b) the
consent of MNP LLP.
This
Amendment No. 2 consists of a cover page, this explanatory note, the signature page, the exhibit index, the Officer Certifications
filed as Exhibits 99.1 and 99.2, and the certifications of the Certifying Officers required by Exchange Act Rule 13a-14(b) (Exhibits
99.3 and 99.4).
Other than
expressly set forth herein, this Amendment No. 2 does not, and does not purport to, amend or restate any other information contained
in the Original Annual Report nor does this Amendment No. 2 reflect any events that have occurred after the Original Annual Report
was filed.
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: March
27, 2020
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Aurora
Cannabis Inc.
By:
/s/ Michael Signer
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Michael
Singer
Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
Description
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99.1
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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(1)
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99.2
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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(1)
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99.3
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Certification
of Chief Executive 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(1)
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99.4
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Certification
of 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(1)
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99.5
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Audited
consolidated financial statements of the Company and notes thereto as at and for the year ended June 30, 2019, together
with the report thereon of the independent auditor(2)
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99.6
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Management’s
Discussion and Analysis for the year ended June 30, 2019(2)
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99.7
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Annual
Information Form of the Company for the year ended June 30, 2019(2)
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99.8
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Consent
of KPMG LLP(2)
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99.9
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Audit
report of MNP LLP, the Company’s former independent auditor, in respect of the audited consolidated financial statements
of the Company and notes thereto as at and for the years ended June 30, 2018 and June 30, 2017(1)
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99.10
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Consent
of MNP(1)
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101.INS
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XBRL
Instance(2)
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101.SCH
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XBRL
Taxonomy Extension Schema(2)
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase(2)
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase(2)
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase(2)
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase(2)
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Notes:
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