As filed with the Securities and Exchange Commission on June 17, 2021.
Registration No. 333-255642
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SALONA GLOBAL MEDICAL DEVICE CORPORATION
(Exact name of registrant as specified in its charter)
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British Columbia | 3841 | Not Applicable |
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
3330 Caminito Daniella
Del Mar, California 92014
1-800-760-6826
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
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Leslie Cross
Interim Chief Executive Officer
2800 Park Place
666 Burrard Street
Vancouver, British Columbia
V6C 2Z7
1-800-760-6826
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard Raymer
Dorsey & Whitney LLP
TD Canada Trust Tower
Brookfield Place, 161 Bay Street, Suite 4310
Toronto, ON M5J 2S1
(416) 367-7388
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by market and other conditions.
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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Smaller reporting company | ⮽ |
Accelerated filer | ☐ | Emerging growth company | ⮽ |
Non-accelerated filer | ☒ |
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If an emerging growth company, 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. ⮽
EXPLANATORY NOTE
Salona Global Medical Device Corp. is filing this Post-Effective Amendment No. 1 (the "Amendment") to its Registration Statement on Form S-1 (File No. 333-255624), as amended (the "Registration Statement"), to correct the selling shareholders table to include MMCAP International Inc. SPC Mourant Governance Service (Cayman) Ltd. The remainder of the Registration Statement is unchanged and has therefore been omitted.
SELLING SHAREHOLDERS
In accordance with the subscription agreements entered into in connection with the Concurrent Financings on December 18, 2020, we have agreed with the selling shareholders to register the common shares underlying the Salona Subscription Receipts, Finco Shares, Resulting Issuer Warrants, Salona Compensation Options and Exchangeable Compensation Options. See "Change of Business and Related Transactions-Concurrent Financings" for more information.
The shares offered by this prospectus may be offered from time to time by the selling shareholders listed in the following table. Each selling shareholder will determine the number of shares to be sold and the timing of the sales. Our registration of the shares does not necessarily mean that the selling shareholders will sell all or any of the shares. Because the selling shareholders may offer all, some or none of their shares, no definitive estimate as to the number of shares thereof that will be held by the selling shareholders after such offering can be provided, and the following table has been prepared on the assumption that all common shares offered under this prospectus will ultimately be sold.
We do not have any arrangement with the registered dealers to whom we granted the Salona Compensation Options and Finco Compensation Options in the Concurrent Financings for any of them to act as a broker-dealer for the sale of the common shares included herein for the selling shareholders. However, such registered dealers may be deemed to be an underwriter with respect to their respective sales of shares to be offered by them in this prospectus. Each of the other selling shareholders has represented to us that it is not a FINRA member nor an affiliate or associate thereof.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common shares and the right to acquire such voting or investment power within 60 days through the exercise of any option, warrant or other right. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the common shares beneficially owned by them. Except as described in the footnotes to the following table and under "Transactions with Related Parties" below, none of the persons named in the table has held any position or office or had any other material relationship with us or our affiliates during the three years prior to the date of this prospectus. The inclusion of any common shares in this table does not constitute an admission of beneficial ownership for the person named below.
The table below is based upon information supplied by the selling shareholders, which information may not be accurate as of the date hereof. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the selling shareholders named in the table below have sole voting and investment power with respect to all common shares that they beneficially own, subject to applicable laws. Applicable percentages are based on 33,813,308 outstanding on April 15, 2021, adjusted as required by Rule 13d-3(d)(1) of the Exchange Act.
Name of Selling Shareholder | Common Shares Beneficially Owned Prior to this Offering | Common Shares to be Received upon the Conversion of Salona Subscription Receipts (1) | Common Shares to be Received upon Exchange of Finco Shares(2) | Common Shares to be Received upon Exercise of Resulting Issuer Warrants(3) | Common Shares to be Received upon Exercise of Salona Compensation Options(4) | Common Shares to be Received upon Exercise of Exchangeable Compensation Options(5) | Number of Common Shares Available Pursuant to this Prospectus(6) | Common Shares Beneficially Owned After Offering | Percentage of Common Shares Beneficially Owned After Offering(7) | ||||||||||||||||||
Anthony Oram | - | 331,650 | 165,825 | 165,825 | - | - | 663,300 | 663,300 | 1.0% | ||||||||||||||||||
MMCAP International Inc. SPC Mourant Governance Service (Cayman) Ltd | - | 1,546,507 | 309,301 | 309,301 | - | - | 2,165,109 | 2,165,109 | 3.4% | ||||||||||||||||||
682501 Alberta Ltd. | - | 110,550 | 55,275 | 55,275 | - | - | 221,100 | 221,100 | 0.3% | ||||||||||||||||||
Patrick McCarthy | - | 110,550 | 55,275 | 55,275 | - | - | 221,100 | 221,100 | 0.3% | ||||||||||||||||||
Thomas Sean Riley | - | 110,550 | 55,275 | 55,275 | - | - | 221,100 | 221,100 | 0.3% | ||||||||||||||||||
Victoria Ross | - | 165,088 | 82,544 | 82,544 | - | - | 330,176 | 330,176 | 0.5% | ||||||||||||||||||
Andrew B. MacDonald | - | 829,862 | 414,931 | 414,931 | - | - | 1,659,724 | 1,659,724 | 2.6% | ||||||||||||||||||
Michael Croxon | - | 110,550 | 55,275 | 55,275 | - | - | 221,100 | 221,100 | 0.3% | ||||||||||||||||||
Nitin Kaushal | - | 56,012 | 28,006 | 28,006 | - | - | 112,024 | 112,024 | 0.2% | ||||||||||||||||||
Hugh McCauley | - | 232,247 | 46,449 | 46,449 | - | - | 325,145 | 325,145 | 0.5% | ||||||||||||||||||
XIB International Master Fund by the fund's advisor XIB Asset Management Inc. | - | 387,079 | 77,415 | 77,415 | - | - | 541,909 | 541,909 | 0.8% | ||||||||||||||||||
BT Global Growth Fund LP | - | 541,911 | 108,381 | 108,381 | - | - | 758,673 | 758,673 | 1.2% | ||||||||||||||||||
Rob McLay | - | 46,449 | 9,289 | 9,289 | - | - | 65,027 | 65,027 | 0.1% | ||||||||||||||||||
Beacon Securities Limited(9) | - | 387,079 | 77,415 | 77,415 | 454,817 | 90,962 | 1,087,688 | 1,087,688 | 1.7% | ||||||||||||||||||
James Dale | - | 154,831 | 30,965 | 30,965 | - | - | 216,761 | 216,761 | 0.3% | ||||||||||||||||||
Hydra Fund LP | - | 154,831 | 30,966 | 30,966 | - | - | 216,763 | 216,763 | 0.3% | ||||||||||||||||||
HedgeOne Capital Fund Inc. | - | 99,200 | 19,825 | 19,825 | - | - | 138,850 | 138,850 | 0.2% | ||||||||||||||||||
Purpose Canadian Equity Growth Fund | - | 914,320 | 182,893 | 182,893 | - | - | 1,280,106 | 1,280,106 | 2.0% | ||||||||||||||||||
Stonecastle Investment Management Inc. | - | 457,382 | 91,461 | 91,461 | - | - | 640,304 | 640,304 | 1.0% | ||||||||||||||||||
Fountain Asset Corp. | - | 77,415 | 15,482 | 15,482 | - | - | 108,379 | 108,379 | 0.2% | ||||||||||||||||||
Cedarpoint Capital Inc. | �� | 357,445 | 185,798 | 37,159 | 37,159 | - | - | 260,116 | 617,561 | 1.0% | |||||||||||||||||
Jane E. Kiernan | - | 95,762 | 19,152 | 19,152 | - | - | 134,066 | 134,066 | 0.2% | ||||||||||||||||||
Leslie H. Cross & Deborah L. Cross Family Trust | - | 196,714 | 39,342 | 39,342 | - | - | 275,398 | 275,398 | 0.4% | ||||||||||||||||||
Andrew Cross | 353,760 | 39,257 | 7,850 | 7,850 | - | - | 54,957 | 408,717 | 0.6% | ||||||||||||||||||
Luke T. Faulstick | - | 289,716 | 57,943 | 57,943 | - | - | 405,602 | 405,602 | 0.6% | ||||||||||||||||||
Kenneth Kashkin | - | 39,559 | 7,911 | 7,911 | - | - | 55,381 | 55,381 | 0.1% | ||||||||||||||||||
Stephen Murphy | 198,136 | 39,627 | 39,627 | - | - | 277,390 | 277,390 | 0.4% | |||||||||||||||||||
Leede Jones Gable Inc. | - | - | - | - | 421,414 | 152,713 | 574,127 | 574,127 | 0.9% |
(1) Salona Subscription Receipts will automatically convert into one common share on the Escrow Release Date, with 20% of such common shares being initially free trading upon the completion of the Change of Business and an additional 20% becoming unrestricted each month thereafter pursuant to the policies of the TSXV.
(2) Finco Shares will be exchanged on a one for one basis for one common share in connection with the Amalgamation that it is anticipated will take place immediately following the Change of Business and the automatic conversion of the outstanding Finco Subscription Receipts into the Units consisting of Finco Shares and Finco Warrants.
(3) Resulting Issuer Warrants are exercisable for common shares on a one for one basis at C$1.25 per share, subject to acceleration and expiring on December 18, 2022.
(4) Salona Compensation Options are exercisable at C$0.4749 per share until December 18, 2022.
(5) Exchangeable Compensation Options, which the selling shareholders would have received on a one for one basis in exchange for their Finco Compensation Options in connection with the Amalgamation that is anticipated will take place immediately following the Change of Business, are exercisable at C$0.8548 per share until December 18, 2022.
(6) Represents the number of shares being registered on behalf of the selling shareholders pursuant to this registration statement, which may be less than the total number of common shares held by the selling shareholder.
(7) Assumes the conversion, exchange and exercise, as applicable, of all Salona Subscription Receipts, Finco Shares, Resulting Issuer Warrants, Salona Compensation Options and Exchangeable Compensation Options for common shares.
(8) Leslie Cross, who is a current member of the Company's Board, has provided consultant services to the Company, and has entered into that certain Debt Conversion Agreement with the Company, controls the Leslie H. Cross & Deborah L. Cross Family Trust.
(9) Beacon Securities Limited will be deemed an underwriter for the resale of Common Shares it receives upon (i) conversion of Subscription Receipts, (ii) exchange of Finco Shares and (iii) exercise of Resulting Issuer Warrants.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Del Mar, State of California on June 17, 2021.
| SALONA GLOBAL MEDICAL DEVICE CORPORATION | |
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| By | /s/ Kyle Appleby |
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| Kyle Appleby |
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| Interim Chief Financial Officer (in his capacity as Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated:
Name and Signature |
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/s/ Leslie Cross |
| Chairman of the Board and Interim Chief Executive Officer (Principal Executive Officer) |
| June 17, 2021 |
Leslie Cross |
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/s/ Kyle Appleby |
| Interim Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer) |
| June 17, 2021 |
Kyle Appleby |
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/s/ Jane Kiernan |
| Director |
| June 17, 2021 |
Jane Kiernan |
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/s/ Kyle Wilks |
| Director |
| June 17, 2021 |
Kyle Wilks |
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/s/ Dr. Ken Kashkin |
| Director |
| June 17, 2021 |
Dr. Ken Kashkin |
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