UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a – 16 OR 15d – 16 UNDER THE
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2018
Commission File No. 0-53646
Novicius Corp.
(Translation of Registrant’s name into English)
1 King Street West, Suite 1505 Toronto, Ontario, Canada M5H 1A1 |
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
TABLE OF CONTENTS
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: February 12, 2018 | NOVICIUS CORP. | ||
| By: | /s/ James Cassina | ||
| Name: James Cassina | |||
| Title: Chief Financial Officer | |||
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1. | Name and Address of Company |
Novicius Corp. (“Novicius” or the "Company")
Suite 1505, 1 King Street West,
Toronto, Ontario, M5H 1A1
| Item 2. | Date of Material Change |
February 21, 2018
| Item 3. | News Release |
Attached as Schedule “A” is a press release issued by the Company on February 12, 2018, and disseminated using Access Wire.
| Item 4. | Summary of Material Change |
The Company filed Articles of Amendment to be effective February 21, 2018, consolidating the common shares of Novicius on the basis of one (1) new common share for every two (2) old common shares (the “Consolidation”), and changing its name toGROWN ROGUE INTERNATIONAL INC.
| Item 5. | Full Description of Material Change |
The Company filed Articles of Amendment to be effective February 21, 2018, consolidating the common shares of Novicius on the basis of one (1) new common share for every two (2) old common shares (the “Consolidation”), and changing its name toGROWN ROGUE INTERNATIONAL INC.
No fractional shares shall be issued as a result of the Consolidation, and if any fractional share would otherwise result from the Consolidation, such fractional share shall be rounded up to the nearest whole share. On this basis the capitalization of the Company will be consolidated from 5,283,164 common shares issued and outstanding to approximately 2,641,582 common shares issued and outstanding under the new nameGROWN ROGUE INTERNATIONAL INC.
The new ISIN number is CA39986R1064 and the new CUSIP number is 39986R106.
The Company will issue further updates with respect to new trading symbols, if any, on the OTC QB and the CSE upon availability.
| Item 6. | Reliance on sub-section 7.1(2) of National Instrument 51-102 |
Not Applicable.
| Item 7. | Omitted Information |
No information has been omitted from this material change report.
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| Item 8. | Executive Officer |
The following executive officer of the Company is knowledgeable about the material change and the Report and may be contacted by the Commission as follows:
James Cassina, Chief Financial Officer
Telephone: 416 364-4039
Facsimile: 416 364-8244
| Item 9. | Date of Report |
February 12, 2018
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Schedule “A”
For immediate release
COMMON SHARE CONSOLIDATION AND NAME CHANGE
TORONTO, ON / ACCESSWIRE / February 12, 2018 / NOVICIUS CORP.(OTC QB: NVSIF and CSE: NVS) ("Novicius" or the "Company"), announces that pursuant to shareholder approval received at the Annual and Special Meeting of Shareholders held on May 31, 2017, the Company has filed Articles of Amendment to be effective February 21, 2018, consolidating the common shares of Novicius on the basis of one (1) new common share for every two (2) old common shares (the “Consolidation”), and changing its name toGROWN ROGUE INTERNATIONAL INC. No fractional shares shall be issued as a result of the Consolidation, and if any fractional share would otherwise result from the Consolidation, such fractional share shall be rounded up to the nearest whole share. On this basis the capitalization of the Company will be consolidated from 5,283,164 common shares issued and outstanding to approximately 2,641,582 common shares issued and outstanding under the new nameGROWN ROGUE INTERNATIONAL INC.
The new ISIN number is CA39986R1064 and the new CUSIP number is 39986R106.
The Company will issue further updates with respect to new trading symbols, if any, on the OTC QB and the CSE upon availability.
About Novicius Corp.
Novicius Corp is an emergent Media and Internet company that focuses on the experience of the website user. The Company’s strategy is to drive revenue through technologies and services that deliver Content, Social and Digital Media, eCommerce and Advertising.
For further information, please contact:
Ritwik Uban, President
Investor Relations: NVSCorpIR@gmail.com
Certain information regarding the Company in this news release may constitute forward-looking statements or future oriented financial information under applicable securities laws. The forward-looking information includes, without limitation, successful completion of the proposed transaction, projections or estimates made by us and our management in connection with our business operations. Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this press release, which assumptions are based on management’s analysis of historical trends, experience, current conditions and expected future developments pertaining to the Company and the industry in which it operates as well as certain assumptions as specifically outlined in the release above. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by the Company and described in the forward-looking information contained in this press release. Undue reliance should not be placed on forward-looking information, which is not a guarantee of performance and is subject to a number of risks or uncertainties. Readers are cautioned that the foregoing list of risk factors is not exhaustive. Forward-looking information is based on the estimates and opinions of the Company’s management at the time the information is released and the Company disclaims any intent or obligation to update publicly any such forward-looking information, whether as a result of new information, future events or otherwise, other than as expressly required by applicable securities law
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Safe Harbor Statement
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the company, its directors or its officers with respect to, among other things: (i) the company’s financing plans; (ii) trends affecting the company’s financial condition or results of operations; (iii) the company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words “may,” “would,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended to identify forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company’s Form 20-F and 6-K filings with the Securities and Exchange Commission.
1 King Street West, Suite 1505, Toronto, ON, Canada Telephone: 416 364 4039, Facsimile: 416 364-8244