As filed with the Securities and Exchange Commission on January 22, 2019
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMF-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Green Growth Brands Inc.
(Exact name of Registrant as specified in its charter)
| Ontario, Canada | Not Applicable | Not Applicable | ||
(Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number (if applicable)) | (I.R.S. Employer Identification Number (if applicable) |
Green Growth Brands Inc.
5300 Commerce Court West
199 Bay Street
Toronto, ON M5L 1B9 Canada
647-495-8798
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
CT Corporation System
28 Liberty Street
New York, NY 10011
(617)531-5824
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Copies of all communications, including communications sent to agent for service, should be sent to:
Kent Kiffner
General Counsel
Green Growth Brands Inc.
5300 Commerce Court West
199 Bay Street
Toronto, ON M5L 1B9 Canada
Approximate date of commencement of proposed sale to the public: From time to time after the effectiveness of this Registration Statement.
Province of Ontario, Canada
(Principal jurisdiction regulating this offering (if applicable))
It is proposed that this filing shall become effective (check appropriate box):
| A. ☐ | upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada) | |
| B. ☒ | at some future date (check the appropriate box below) | |
| 1. ☐ | pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing). | |
| 2. ☐ | pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date). | |
| 3. ☐ | pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. | |
| 4. ☒ | after the filing of the next amendment to this Form (if preliminary material is being filed). | |
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | |||
Common Shares, without par value | 402,313,865 | US$ 1,710,230,760.92 | US$ 207,279.97 | |||
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| (1) | Represents the maximum number of common shares of Green Growth Brands Inc. (formerly known as Xanthic Biopharma, Inc.) (“Green Growth” or the “Registrant”), a corporation under the laws of the Province of Ontario, issuable upon consummation of the exchange offer for all of the issued and outstanding common shares (the “Common Shares”) of Aphria Inc. (“Aphria”) on a fully-diluted basis, other than any Common Shares owned directly or indirectly by Green Growth and its affiliates, calculated as the product of (a) 256,022,569, which is the estimated number of Common Shares of Aphria outstanding on a fully-diluted basis as of January 16, 2019, other than any Common Shares owned directly or indirectly by Green Growth and its affiliates and (b) the exchange ratio of 1.5714 common shares of the Registrant for each Common Share of Aphria. |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with General Instruction II.H to FormF-10. The proposed maximum offering price is equal to the product of (i) Cdn$ 8.85 (US$ 6.68), which is the market value per Common Share of Aphria (based upon the average of the high and low sales prices reported for such Common Shares on the Toronto Stock Exchange on January 16, 2019), and (ii) 256,022,569, which is the estimated number of Common Shares of Aphria on a fully-diluted basis as of January 16, 2019, other than any Common Shares owned directly or indirectly by Green Growth and its affiliates. For purposes of this calculation, Cdn$ 1.00 = US$ 0.7548, which is the inverse of the exchange rate for Canadian dollars published by the Bank of Canada on January 16, 2019 (US$ 1.00 = Cdn$ 1.3248). |
If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 shall apply to this Registration Statement.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Item 1. Home Jurisdiction Document.
This registration statement on FormF-10 (this “Registration Statement”) is filed by Green Growth.
This Registration Statement relates to the offer to purchase (the “Offer”) by Green Growth for all of the issued and outstanding common shares (the “Common Shares”) of Aphria Inc. (assuming full conversion of all outstanding convertible and exercisable securities for Common Shares), other than any Common Shares owned directly or indirectly by Green Growth and its affiliates. The Offer is subject to the terms and conditions set forth in Green Growth’s Offer to Purchase and Take-Over Bid Circular dated January 22, 2019 (the “Offer and Circular”), a copy of which is attached hereto as Exhibit 1.1.
The information set forth in the Offer and Circular, including all schedules, exhibits and annexes thereto, is hereby expressly incorporated herein by reference in response to all items of information required to be included in, or covered by, a Registration Statement on FormF-10, and is supplemented by the information specifically provided herein.
Item 2. Additional Information.
See the financial statements included or incorporated by reference in the Offer and Circular.
Item 3. Informational Legends.
See “Notice to Holders in the United States” in the Offer and Circular.
Item 4. Incorporation of Certain Information by Reference.
See “Documents Incorporated by Reference and Further Information” in the Offer and Circular. As required by this Item, the Offer and Circular provides that copies of the documents incorporated therein by reference may be obtained on request without charge from the Corporate Secretary of Green Growth at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9 or may be obtained on SEDAR at www.sedar.com.
Item 5. List of Documents filed with the Commission.
See “Documents Filed as Part of the Registration Statement” in the Offer and Circular.
Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Indemnification of Directors or Officers.
The directors of Green Growth are indemnified by Green Growth in accordance with applicable laws and regulations.
Under theBusiness Corporations Act (Ontario) (the “OBCA”), a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, if the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such individual had reasonable grounds for believing that his or her conduct was lawful. Any such individual is entitled to indemnification from a corporation as a matter of right in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity if the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that he or she ought to have done and fulfilled the conditions set forth above.
Pursuant to itsby-laws, Green Growth is required to indemnify the individuals referred to above and the heirs and legal representatives of such individuals in substantially the manner set out in the OBCA.
Green Growth maintains, at its expense, a directors’ and officers’ liability insurance policy that provides protection for its directors and officers against liability incurred by them in their capacities as such, and also reimburses the Registrant for payments made pursuant to the indemnity provisions under theby-laws of Green Growth.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted for directors, officers or persons controlling Green Growth pursuant to the foregoing provisions, Green Growth has been informed that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy in the United States, as expressed in the Securities Act, and is therefore unenforceable.
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EXHIBITS
| * | Filed herewith. |
| ** | Incorporated herein by reference to Form 425 previously filed with the SEC on January 3, 2019. |
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PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the U.S. Securities and Exchange Commission (the “Commission”) staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities registered pursuant to FormF-10 or to transactions in said securities.
Item 2. Consent to Service of Process
Concurrently with the filing of this Registration Statement on FormF-10, the Registrant is filing with the SEC a written irrevocable consent and power of attorney on FormF-X. Any change to the name and address of the agent for service of the Registrant will be communicated promptly to the SEC by amendment to FormF-X referencing the file number of this Registration Statement on FormF-10.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormF-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, Ohio, United States on January 22, 2019.
| Green Growth Brands Inc. |
/s/ Peter Horvath |
| Peter Horvath |
| Chief Executive Officer and Director |
Each person whose signature appears below constitutes and appoints Peter Horvath and David Bhumgara, and each of them, either of whom may act without the joinder of the other, as his or her true and lawfulattorneys-in-fact and agents, with full power of substitution andre-substitution, for such person and in each person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and registration statements filed pursuant to Rule 429 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Peter Horvath Peter Horvath | Chief Executive Officer and Director (Principal Executive Officer) | January 22, 2019 | ||
/s/ David Bhumgara David Bhumgara | Chief Financial Officer (Principal Financial Officer) | January 22, 2019 | ||
/s/ David Bhumgara David Bhumgara | Controller (Principal Accounting Officer) | January 22, 2019 | ||
/s/ Tim Moore Tim Moore | Director | January 22, 2019 | ||
/s/ Carli Posner Carli Posner | Director | January 22, 2019 | ||
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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
/s/ Peter Horvath Peter Horvath | Authorized Representative in the United States | January 22, 2019 |
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