UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F/A
(Amendment No. 2)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR | |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year endedJune 30, 2019 | Commission File Number:001-38691 |
| Aurora Cannabis Inc. | ||||||
| (Exact name of Registrant as specified in its charter) | ||||||
| British Columbia, Canada | 2833 | N/A | ||||
| (Province or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification No.) | ||||
| Suite 500 – 10355 Jasper Avenue Edmonton, Alberta Canada T5J 1Y6 Tel: 1-844-928-7672 | ||||||
| (Address and telephone number of Registrant’s principal executive offices) | ||||||
CORPORATION SERVICE COMPANY | ||||||
| (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) | ||||||
Securities registered or to be registered pursuant to section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, no par value | ACB | New York Stock Exchange |
| Rights to purchase Common Shares, without par value |
Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
For annual reports, indicate by check mark the information filed with this Form:
| ☒Annual Information Form | ☒Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:1,017,438,744
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
| Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 13(a) of the Exchange Act.☐
† 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.
EXPLANATORY NOTE
This Amendment No. 2 to the Annual Report on Form 40-F of Aurora Cannabis Inc. (the “Company” or “Aurora”), originally filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2019 (as previously amended, the“Original Annual Report”), is being filed with the SEC by the Company for the sole purpose of filing the following as exhibits, which were inadvertently omitted from the Original Annual Report: (a) the audit report of MNP LLP, the Company’s former independent registered public accounting firm, dated September 24, 2018, in respect of the Company’s audited consolidated statements and the notes thereto as at and for the years ended June 30, 2018 and June 30, 2017; and (b) the consent of MNP LLP.
This Amendment No. 2 consists of a cover page, this explanatory note, the signature page, the exhibit index, the Officer Certifications filed as Exhibits 99.1 and 99.2, and the certifications of the Certifying Officers required by Exchange Act Rule 13a-14(b) (Exhibits 99.3 and 99.4).
Other than expressly set forth herein, this Amendment No. 2 does not, and does not purport to, amend or restate any other information contained in the Original Annual Report nor does this Amendment No. 2 reflect any events that have occurred after the Original Annual Report was filed.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 27, 2020 | Aurora Cannabis Inc. By: /s/ Michael Signer |
| Michael Singer Chief Executive Officer |
EXHIBIT INDEX
| Exhibit Number | Exhibit Description | |
| 99.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1) | |
| 99.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1) | |
| 99.3 | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1) | |
| 99.4 | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1) | |
| 99.5 | Audited consolidated financial statements of the Company and notes thereto as at and for the year ended June 30, 2019, together with the report thereon of the independent auditor(2) | |
| 99.6 | Management’s Discussion and Analysis for the year ended June 30, 2019(2) | |
| 99.7 | Annual Information Form of the Company for the year ended June 30, 2019(2) | |
| 99.8 | Consent of KPMG LLP(2) | |
| 99.9 | Audit report of MNP LLP, the Company’s former independent auditor, in respect of the audited consolidated financial statements of the Company and notes thereto as at and for the years ended June 30, 2018 and June 30, 2017(1) | |
| 99.10 | Consent of MNP(1) | |
| 101.INS | XBRL Instance(2) | |
| 101.SCH | XBRL Taxonomy Extension Schema(2) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase(2) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase(2) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase(2) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase(2) | |
Notes:
| 1. | Filed herewith |
| 2. | Previously filed |
