Sundial Growers Inc. was incorporated under the Business
Corporations Act (Alberta) (the “ABCA”) on August 19,
2006. On July 22, 2019, we filed articles of amendment to
effect a 1 to 1.6 share split. We have 7 direct and indirect
subsidiaries, all of which are wholly-owned, and a 50% interest in
Pathway Rx. On August 1, 2019, our common shares commenced
trading on the Nasdaq under the symbol “SNDL”.
Our headquarters, principal executive and registered offices are
located at #300, 919 – 11 Avenue SW, Calgary, Alberta, Canada T2R
1P3. Our phone number is +1 (403) 948-5227. Our website is
www.sndlgroup.com. The information on or accessible through our
website is not part of and is not incorporated by reference into
this prospectus, and the inclusion of our website address in this
prospectus is only for reference.
On January 29, 2021, we entered into an underwriting agreement
with Canaccord Genuity LLC (“Canaccord”), as representative of the
several underwriters named therein, in connection with the offering
(the “Unit Offering”) and sale by us of (i) 100,000,000 Series A
units consisting of 100,000,000 common shares and Series A warrants
(the “Initial Series A Warrants”) to purchase 50,000,000 common
shares and (ii) 33,333,334 Series B units consisting of 33,333,334
pre-funded warrants to
purchase 33,333,334 common shares and Series A warrants to purchase
16,666,667 common shares. The common shares and warrants to acquire
common shares were delivered on February 2, 2021.
On, February 2, 2021, we entered into an underwriting
agreement with Canaccord, in connection with the offering (the
“Second Unit Offering” and, together with the Unit Offering, the
“Unit Offerings”) and sale by us of (i) 60,500,000 Series A units
consisting of 60,500,000 common shares and Series A warrants (the
“Additional Series A Warrants” and, together with the Initial
Series A Warrants, the “2021 Series A Warrants”) to purchase
30,250,000 common shares and (ii) 14,000,000 Series B Units
consisting of 14,000,000 pre-funded warrants to purchase
14,000,000 common shares and Series A warrants to purchase
7,000,000 common shares. The common shares and warrants to acquire
common shares were delivered on February 4, 2021.
On January 29, 2021, we suspended and terminated the
prospectus supplement related to our common shares issuable
pursuant to the Equity Distribution Agreement (as defined below)
(the “ATM Prospectus Supplement”) pursuant to the terms of the
Amended and Restated Equity Distribution Agreement, dated
January 20, 2021 (the “Equity Distribution Agreement”), by and
between the Company and A.G.P./Alliance Global Partners (“AGP”).
The Company has sold US$150,322,604 of its common shares under the
ATM Prospectus Supplement prior to its termination. Other than the
termination of the ATM Prospectus Supplement, the Equity
Distribution Agreement remains in full force and effect, with up to
US$249,677,396 of common shares available to be sold thereunder.
The Company will not make any sales of common shares pursuant to
the Equity Distribution Agreement, unless and until a new
registration statement for the offer and sale of such common shares
is declared effective.