As filed with the United States Securities and Exchange Commission on February 16,
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 Registrants 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 Registrants 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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Ranjeev Dhillon
Nathan Robb
McCarthy
Tétrault LLP
Suite 4000
4217th 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. ☐
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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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(1)(2)
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Proposed
maximum
offering
price
per unit(3)
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Proposed
maximum
aggregate
offering price(4)
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Amount of
registration fee
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Common shares, no par value
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(1)
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Preferred shares, no par value
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(1)
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Warrants
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(1)
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Rights
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(1)
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Units(5)
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(1)
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Total
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$1,000,000,000
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$1,000,000,000
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$109,100
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(1)
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There are being registered hereunder such indeterminate number of the securities of each identified class being
registered as may be sold by the registrant from time to time at indeterminate prices, with the maximum aggregate public offering price not to exceed $1,000,000,000. Securities registered hereby may be offered for U.S. dollars or the equivalent
thereof in foreign currencies. Securities registered hereunder may be sold separately, together or in units with other securities registered hereunder.
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(2)
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The securities being registered hereby may be convertible into or exchangeable or exercisable for other
securities of any identified class. In addition to the securities set forth in the table, there is being registered hereunder such indeterminate aggregate number or amount, as the case may be, of the securities of each identified class as may from
time to time be issued in connection with any share split, share dividend or similar transaction, including under any applicable anti-dilution provisions (including, without limitation, upon adjustment of the conversion or exchange rate thereof).
Separate consideration may or may not be received for securities that are issued upon the conversion or exercise of, or in exchange for, other securities offered hereby.
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(3)
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The proposed maximum aggregate offering per unit of each class of securities will be determined from time to
time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of securities pursuant to the General Instruction II.C. of Form
F-3 under the Securities Act of 1933.
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(4)
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Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities
Act of 1933. In no event will the aggregate offering price of all securities sold by the registrant from time to time pursuant to this registration statement exceed $1,000,000,000.
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(5)
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Consisting of some or all of the securities listed above, in any combination, including common shares,
preferred shares, warrants and rights.
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The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933
or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.