Filed Pursuant to Rule 424(b)(5)
Registration No. 333-252278 and Registration No.
333-252645
PROSPECTUS SUPPLEMENT
(to the
Prospectus dated January 25, 2021)
US$74,500,000
60,500,000 Series A Units
14,000,000 Series B Units
We are offering on a best-efforts basis 60,500,000 Series A units (the Series A Units), with each
Series A Unit consisting of (i) one common share and (ii) one half of one warrant to purchase one common share, with each whole warrant entitling the holder to purchase one common share (the Series A Warrants).
We are also offering to those purchasers whose purchase of Series A Units in this offering would result in the purchaser, together with its affiliates and
certain related parties, beneficially owning more than 9.99% of our outstanding common shares following the consummation of this offering, in lieu of Series A Units that would otherwise result in ownership in excess of 9.99% of our outstanding
common shares, 14,000,000 Series B units (the Series B Units, and together with the Series A Units, the Units), with each Series B Unit consisting of (i) one pre-funded
Series B Warrant to purchase one common share (the Series B Warrant, and together with the Series A Warrant, the Warrants) and (ii) one half of one Series A Warrant, with each whole Series A Warrant entitling the holder
to purchase one common share.
Each whole Series A Warrant offered in this offering is exercisable to purchase one common share, subject to adjustment as
provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Each Unit will be sold at a price of US$1.00 per Unit. The Units will not be issued or certificated. The common shares, the Series A Warrants and the Series B
Warrants will all be immediately separable and issued separately, but will be purchased together in this offering. This prospectus supplement also relates to the offering of the common shares issuable upon exercise of the Warrants (each a
Warrant Share).
The Warrants will be exercisable at any time on or after the issuance date until the five-year anniversary of the issuance
date. Each Series A Warrant will be exercisable at a price of US$1.10 per common share, subject to adjustment. Each Series B Warrant will have an aggregate exercise price of US$1.00 per common share, all of which will be pre-funded except for a nominal exercise price of US$0.0001 per common share.
For a more detailed description of our
common shares, the Series A Warrants and Series B Warrants, see Description of the Securities We are Offering.
As of the date of this
prospectus supplement, our common shares are listed for trading on the Nasdaq Capital Market (Nasdaq), under the symbol SNDL. On January 28, 2021, the closing sale price of our common shares as reported by Nasdaq was
US$0.8250. On May 12, 2020, the Company was notified by the Listing Qualifications Department of the Nasdaq that the closing bid price of the Companys common shares for the last 30 consecutive business days from March 30, 2020 to
May 11, 2020 did not meet the minimum bid price of US$1.00 per share as set forth in Nasdaq Listing Rule 5450(a)(1) required for continued listing on Nasdaq (the minimum bid requirement). At that time, the Company had until
December 28, 2020 to regain compliance with the minimum bid requirement. Effective December 21, 2020, the Company transferred its listing from the Nasdaq Global Select Market to the Nasdaq Capital Market, so as to take advantage of an
additional period of 180 days during which to achieve compliance, provided that the Company otherwise meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital
Market other than the minimum bid requirement, and provides written notice to Nasdaq of the Companys intention to remedy the non-compliance during this second compliance period, by effecting a reverse stock split if necessary. Nasdaq granted
the Company the foregoing extension on December 29, 2020. The extension allows the Company to regain compliance with the Nasdaq minimum bid requirement if for a minimum of 10 consecutive business days before June 28, 2021 the bid price for the
Companys common shares closes at or above US$1.00 per share. In addition, our shareholders have granted approval to our board of directors to, in its discretion, implement a reverse share split of our common shares (the reverse
split) if then necessary to attempt to comply with the minimum bid requirement. The Company actively monitors its closing bid price and has given written assurance to Nasdaq that it will, if necessary, implement available options to regain
compliance with the minimum bid requirement, including a reverse stock split.
There is no public trading market for the Warrants, we do not expect a market
to develop, and purchasers may not be able to resell the Warrants purchased under this prospectus supplement. In addition, we do not intend to apply for a listing of the Warrants on Nasdaq, any other national securities exchange, or any nationally
recognized trading system. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, and the liquidity of the Warrants.
We are an emerging growth company and a foreign private issuer under applicable Securities and Exchange Commission (SEC)
rules, and will be subject to reduced public company reporting requirements for this prospectus supplement and future filings.
You should rely only on the
information contained herein or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized any other person to provide you with different information.
The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Company is incorporated
under the laws of the Province of Alberta, that all of its officers and directors are residents of Canada, that some or all of the experts named in the registration statement are residents of Canada, and that a substantial portion of the assets of
the Company and said persons are located outside the United States.
Our business and an investment in our securities involve significant risks. These
risks are described under the caption Risk Factors beginning on page S-7 of this prospectus supplement and on page 5 of the accompanying prospectus and under similar
headings in the documents incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
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Per Unit
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Total(2)
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Public offering price
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US$
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1.00
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US$
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74,500,000
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Underwriting commission(1)
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US$
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0.03
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US$
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2,235,000
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Proceeds, before expenses, to us
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US$
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0.97
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US$
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72,265,000
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(1)
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In addition, we have agreed to reimburse the underwriter for certain offering-related expenses. See
Underwriting for additional information regarding total underwriting compensation.
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(2)
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Total proceeds includes an aggregate of US$1,400 that will be funded upon the exercise of all Series B Warrants
sold in the offering.
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This offering is being completed on a best efforts basis and Canaccord Genuity LLC (the
underwriter) has no obligation to buy any Series A Units or Series B Units from us or to arrange for the purchase or sale of any specific number or dollar amount of Series A Units or Series B Units.
The underwriter expects to deliver the securities offered hereby on or about February 4, 2021.
Canaccord Genuity
February 2, 2021