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
March 31, 2021
Commission File Number
001-40398
HIVE BLOCKCHAIN TECHNOLOGIES LTD.
(Exact Name
of the Registrant as Specified in its Charter)
|
British Columbia, Canada
(Province or Other Jurisdiction of Incorporation or
Organization
|
7374
(Primary
Standard Industrial Classification Code)
|
N/A
(I.R.S.
Employer Identification No.)
|
Suite 855 -
789 West Pender Street
Vancouver, BC
V6C
1H2
604-664-1078
(Address and
Telephone number of Registrant's principal executive offices)
Corporation
Service Company
19
West 44th Street, Suite 200
New York, NY
10036,
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Copies to:
Jonathan
Gardner, Esq.
Kavinoky Cook LLP
726
Exchange Street, Suite 800
Buffalo, New
York 14210
Securities to be registered pursuant
to Section 12(b) of the Act:
|
Title of
each class
|
Trading
Symbol
|
Name of
each exchange on which registered
|
|
Common Shares
|
HIVE
|
The
Nasdaq Stock Market LLC
|
Securities 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:
|
☒Annual Information Form
|
☒
Audited Annual Financial Statements
|
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. ☐
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
Hive Blockchain Technologies Ltd.
(the "Company", the "Registrant", "we" or "us") is a Canadian
issuer that is permitted, under the multijurisdictional disclosure
system adopted in the United States, to prepare this Annual Report
on Form 40-F (this "Annual Report") pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
in accordance with Canadian disclosure requirements, which are
different from those of the United States. The Company is a
"foreign private issuer" as defined in Rule 3b-4 under the Exchange
Act and Rule 405 under the Securities Act of 1933, as amended.
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 thereunder.
CAUTIONARY NOTE REGARDING FORWARD
LOOKING STATEMENTS
This annual report on Form 40-F
contains forward-looking statements that are based on current
expectations, estimates, forecasts and projections about us, our
future performance, the market in which we operate, our beliefs and
our Management's assumptions. In addition, other written or oral
statements that constitute forward-looking statements may be made
by us or on our behalf. Words such as "expects", "anticipates",
"targets", "goals", "projects", "intends", "plans", "believes",
"seeks", "estimates", variations of such words and similar
expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions that are difficult to predict or assess. Therefore,
actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements. Any
investment in our common shares involves a high degree of risk. You
should carefully consider the following information about these
risks, together with the other information contained in this annual
report before you decide to invest in our common shares. In
particular, each of the following risks may materially and
adversely affect our business objective, plan of operation and
financial condition. These risks may cause the market price
of our common shares to decline, which may cause you to lose all or
a part of the money you invested in our common shares.
• our
ability to achieve and maintain profitability, which depends to a
large degree on factors we cannot control, including the value of
cryptocurrencies, our electricity costs, the availability of
equipment and the related supply chain for graphics processing
chips and regulatory changes;
• high
volatility in the value of cryptocurrencies generally and in the
value of Bitcoin and Ethereum particularly, and the effect of such
volatility on our ability to operate profitably;
• changes
in the regulatory and legal environments in the countries and
Canadian Provinces in which we operate may lead to future
challenges to operating our business or may subject our business to
added costs with the result that some or all of our operating
facilities become less profitable or unprofitable altogether;
• Changes
in United States tax laws may impose burdensome reporting or
regulation on our operations;
• risks
related to our failure to continue to obtain financing on a timely
basis and on acceptable terms;
• our
ability to keep pace with technology changes and competitive
conditions;
• other
risks and uncertainties related to our business plan and business
strategy; and
• the
impact on the world economy of coronavirus ("COVID-19").
Although we believe that the
assumptions on which our forward-looking statements are based are
reasonable, any of those assumptions could prove to be inaccurate,
and as a result, the forward-looking statements based on those
assumptions also could be inaccurate. In light of these and other
uncertainties, the inclusion of a projection or forward-looking
statement in this annual report should not be regarded as a
representation by us that our plans and objectives will be
achieved. These forward-looking statements apply only as of the
date of this annual report. We assume no duty and do not
undertake to update the forward-looking statements.
Applicable risks and uncertainties
include, but are not limited to, those identified: under the
heading "Risk Management" in each of the Registrant's Management's
Discussion & Analysis for the year ended March 31, 2021
attached hereto as Exhibit 99.3 and under the heading "Risk
Factors" in the Registrant's Annual Information Form for the year
ended March 31, 2021, attached hereto as Exhibit 99.1, and all of
the foregoing incorporated herein by reference, and in other
filings that the Registrant has made and may make with applicable
securities authorities in the future. Additionally, the safe
harbor provided in Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), applies
to forward-looking information provided pursuant to "Off-Balance
Sheet Arrangements" and "Tabular Disclosure of Contractual
Obligations" in this annual report. Except as required by
applicable law, the Registrant does not intend, and undertakes no
obligation, to update any forward-looking statements to reflect, in
particular, new information or future events, or otherwise.
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 consolidated financial
statements, which are filed with this report on Form 40-F 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.
CURRENCY
Unless otherwise indicated, all
amounts in this annual report are in United States dollars.
ANNUAL INFORMATION FORM
The Registrant's Annual Information
Form for the year ended March 31, 2021 is attached as Exhibit 99.1
to this Annual Report on Form 40-F and is incorporated by reference
herein.
AUDITED ANNUAL FINANCIAL
STATEMENTS
The Registrant's audited annual
consolidated financial statements for the years ended March 31,
2021 and 2020, including the report of the independent registered
public accounting firm with respect thereto, are attached as
Exhibit 99.2 to this Annual Report on Form 40-F and are
incorporated by reference herein.
MANAGEMENT'S DISCUSSION AND
ANALYSIS
The Registrant's Management's
Discussion and Analysis for the year ended March 31, 2021 is
attached as Exhibit 99.3 to this Annual Report on Form 40-F and is
incorporated by reference herein.
DISCLOSURE CONTROLS AND
PROCEDURES
As of the end of the period covered
by this Annual Report, the Registrant carried out an evaluation,
under the supervision of the Registrant's Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the
Registrant's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that
evaluation, the Registrant's Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of the period
covered by this Annual Report, the Registrant's disclosure controls
and procedures are effective to ensure that information required to
be disclosed by the Registrant in reports that it files or submits
under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in Securities and
Exchange Commission (the "Commission") rules and forms, and (ii)
accumulated and communicated to the Registrant's management,
including its principal executive officer and principal financial
officer, to allow timely decisions regarding required
disclosure.
While the Company's principal
executive officer and principal financial officer believe that the
Company's disclosure controls and procedures provide a reasonable
level of assurance that they are effective, they do not expect that
the Company's disclosure controls and procedures or internal
control over financial reporting will prevent all errors or fraud.
A control system, no matter how well conceived or operated, can
provide only reasonable, not absolute, assurance that the
objectives of the control system are met.
MANAGEMENT'S ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
This annual report does not include
a report of management's assessment regarding internal control over
financial reporting or an attestation report of the company's
registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for
newly public companies.
ATTESTATION REPORT OF THE
REGISTERED PUBLIC ACCOUNTING FIRM
The Registrant qualifies as an
"emerging growth company" under Section 3 of the Exchange Act, as a
result of enactment of the Jumpstart Our Business Startups Act (the
"JOBS Act"). Under the JOBS Act, "emerging growth companies" are
exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, which
generally requires that a public company's registered public
accounting firm provide an attestation report relating to
management's assessment of internal control over financial
reporting. The Registrant qualifies as an "emerging growth company"
and therefore has not included in, or incorporated by reference
into, this Annual Report such an attestation report as of the end
of the period covered by this Annual Report.
NOTICES PURSUANT TO REGULATION
BTR
None.
AUDIT COMMITTEE
Identification of the Audit
Committee
The Board of Directors has a
separately designated standing Audit Committee established for the
purpose of overseeing the accounting and financial reporting
processes of the Company and audits of the financial statements of
the Company in accordance with Section 3(a)(58)(A) of the Exchange
Act and Rule 5602(c) of the NASDAQ Stock Market Rules.
As of the date of this
Annual Report, the Company's Audit Committee is comprised of
Marcus New, Dave Perrill and Frank Holmes. Mr. New and Mr. Perrill are
considered independent based on the criteria for independence
prescribed by Rule 10A-3 of the Exchange Act and Rule 5605(a)(2) of
the NASDAQ Stock Market Rules. Mr. Holmes, by virtue of his
position as Chief Executive Officer of the Company, is not
considered independent. Mr. Holmes serves as a member
of our audit committee pursuant to the exemption from such
independence requirements set forth in SEC Rule 10A-3(b)(1)(iv)(2).
We believe that the Company's reliance on such exemption does not
materially adversely affect the ability of the audit committee to
act independently.
The Board of Directors has also
determined that each member of the Audit Committee is financially
literate, meaning each such member has the ability to read and
understand a set of financial statements that present a breadth and
level of complexity of the issues that can reasonably be expected
to be raised by the Company's financial statements.
Audit Committee Financial
Expert
The Board of Directors has determined
that Marcus New qualifies as a financial expert (as
defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange
Act) and Rule 5605(c)(2)(A) of the NASDAQ Stock Market
Rules; and (ii) is independent (as determined under Exchange Act
Rule 10A-3 and Rule 5605(a)(2) of the NASDAQ Stock Market
Rules).
The SEC has indicated that the
designation or identification of a person as an audit committee
financial expert does not make such person an "expert" for any
purpose, impose any duties, obligations or liability on such person
that are greater than those imposed on members of the audit
committee and the board of directors who do not carry this
designation or identification, or affect the duties, obligations or
liability of any other member of the audit committee or board of
directors.
CODE OF ETHICS
The Company has adopted a Code of
Business Conduct and Ethics that applies to directors, officers and
employees of, and consultants to, the Company (the "Code"). The
Code is posted on the Company's website at https://www.hiveblockchain.com.
The Code meets the requirements for a "code of ethics" within the
meaning of that term in General Instruction 9(b) of Form 40-F.
All waivers of the Code with
respect to any of the employees, officers or directors covered by
it will be promptly disclosed as required by applicable securities
rules and regulations. Since adopted by the Company, and until
March 31, 2021, the Company did not waive or implicitly waive any
provision of the Code with respect to any of the Company's
principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions.
PRINCIPAL ACCOUNTANT FEES AND
SERVICES
The following table sets out the
fees billed to the Registrant by Davidson & Company LLP for
professional services rendered for the fiscal period ended March
31, 2021 and March 31, 2020. During this period, Davidson &
Company LLP was the Registrant's only external auditor.
|
(in Canadian dollars)
|
Year ended
March 31, 2021
|
Year ended
March 31, 2020
|
|
Audit Fees
|
CAD$ 250,000.00
|
CAD$ 192,824.00
|
|
Audit-Related Fees
|
CAD$ 50,610
|
CAD$ Nil
|
|
Tax Fees
|
CAD$ Nil
|
CAD$ Nil
|
|
All Other Fees
|
CAD$ 30,366
|
CAD$ Nil
|
|
Total Fees Paid
|
CAD$ 330,976
|
CAD$ 192,824
|
PRE-APPROVAL OF AUDIT SERVICES
PROVIDED BY INDEPENDENT AUDITOR
The audit committee pre-approves all
audit services to be provided to the Company by its independent
auditors. The audit committee sets forth its pre-approval
and/or confirmation of services authorized by the audit committee
in the minutes of its meetings.
OFF-BALANCE SHEET
TRANSACTIONS
The Registrant does not have any
off-balance sheet transactions that have or are reasonably likely
to have a current or future effect on the Registrant's financial
condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
TABULAR DISCLOSURE OF CONTRACTUAL
OBLIGATIONS
At March 31, 2021, the Registrant
had the following contractual obligations outstanding:
Contractual
Obligations |
|
Payments due by period |
|
|
Total |
Less than 1 year |
1-3 years |
3-5 years |
More than 5
years |
|
Long Term Debt Obligations |
$37,242,656 |
$4,396,191 |
$11,873,642 |
$8,731,828 |
$12,240,995 |
|
Capital Finance Lease Obligations |
$Nil |
$Nil |
$Nil |
$Nil |
$Nil |
|
Operating Lease Obligations |
$3,063,839 |
$1,910,712 |
$1,153,127 |
$Nil |
$Nil |
|
Purchase Obligations |
$44,589,100 |
$44,589,100 |
$Nil |
$Nil |
$Nil |
|
Other Long Term Liabilities Reflected on the Company's Balance
Sheet under the GAAP of the primary financial statements |
$Nil |
$Nil |
$Nil |
$Nil |
$Nil |
|
Total |
$84,895,595 |
$50,896,003 |
$13,026,769 |
$8,731,828 |
$12,240,995 |
NASDAQ CORPORATE GOVERNANCE
PRACTICES
The Company is a "foreign private
issuer" as defined in Rule 3b-4 under the Exchange Act and its
common shares are listed on the Toronto Stock Exchange and Nasdaq.
Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer
to follow its home country practices in lieu of certain
requirements in of the Nasdaq Listing Rules. A foreign private
issuer that follows home country practices in lieu of certain
corporate governance provisions of the Nasdaq Listing Rules must
disclose each Nasdaq corporate governance requirement that it does
not follow and include a brief statement of the home country
practice the issuer follows in lieu of the NASDAQ corporate
governance requirement(s), either on its website or in its annual
filings with the SEC. A description of the significant ways in
which the Company's corporate governance practices differ from
those followed by domestic companies pursuant to the applicable
NASDAQ Listing Rules is available on the Company's website at
https://hiveblockchain.com.
UNDERTAKINGS
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 this Form 40-F;
the securities in relation to which the obligation to file an
annual report on Form 40-F arises; or transactions in said
securities.
CONSENT TO SERVICE OF
PROCESS
The Registrant has previously filed
with the SEC an Appointment of Agent for Service of Process and
Undertaking on Form F-X in connection with its Common Shares.
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 Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
HIVE BLOCKCHAIN TECHNOLOGIES LTD
|
|
|
|
|
|
|
|
/s/ Darcy Daubaras
|
|
|
|
Name:
|
Darcy Daubaras
|
|
|
|
Title:
|
Chief Financial Officer
|
|
Date: September 23, 2021
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