As filed with the United States Securities and Exchange Commission on February 2,
2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Sundial Growers Inc.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
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Province of Alberta
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2833
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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#300, 919 – 11 Avenue SW
Calgary, AB T2R 1P3
(403) 948-5227
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036-8401
Telephone: +1 800 927 9801
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Jason Lehner
Merritt Johnson
Shearman & Sterling LLP
199 Bay Street
Toronto,
ON M5L 1E8
(416) 360-8484
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Nathan Robb
McCarthy Tétrault LLP
Suite 4000
421—7th
Avenue SW
Calgary AB T2P 4K9
(403) 260-3500
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File
No. 333-252278
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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 7(a)(2)(B) of the Securities Act. ☐
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†
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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.
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CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be
registered
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Proposed
maximum
offering price
per unit
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common shares, no par value
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(1)(2)
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Warrants
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(1)(2)
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Units
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(1)(2)
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Total
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$19,130,938
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$19,130,938
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$2,087.19
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(1)
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The Registrant previously registered securities with a proposed maximum aggregate offering price not to exceed
$400,000,000 on a registration statement on Form F-3 (File No. 333-252278), which was declared effective by the Securities and Exchange Commission on
January 25, 2021. Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum offering price of $19,130,938 is being registered hereunder.
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(2)
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The Registrant certifies to the Securities and Exchange Commission that it has instructed its bank to pay to
the Securities and Exchange Commission the filing fee of $2,087.19 for the additional securities being registered hereby by wire transfer as soon as practicable (but in any event no later than the close of business on February 3, 2021); that it
will not revoke such instructions; that it has sufficient funds in the relevant account to cover the amount of the filing fee; and that it undertakes to confirm receipt of such instructions by the bank on or before February 3, 2021.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.