Registration No. 333-
As filed with the Securities and Exchange Commission on January 13, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
SNDL INC.
(Exact name of registrant as specified in its charter)
| Province of Alberta (State or other jurisdiction of incorporation or organization) | 2833 (Primary Standard Industrial Classification Code Number) | Not Applicable (I.R.S. Employer Identification No.) |
#300, 919 – 11 Avenue SW
Calgary, AB T2R 1P3
(403) 948-5227
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
SUNDIAL GROWERS INC. RESTRICTED AND PERFORMANCE SHARE UNIT PLAN JULY 29, 2019
(Full title of the plan)
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)
With a copy to:
Doreen E. Lilienfeld, Esq.
|
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 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 🗷 | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☐ |
| Emerging growth company ☐ |
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
SNDL Inc. (the “Registrant”) is filing this registration statement on Form S-8 pursuant to and in accordance with General Instruction E of Form S-8 to register 10,000,000 additional Common Shares, no par value per share (the “Common Stock”), for issuance under the Sundial Growers Inc. Restricted and Performance Share Unit Plan July 29, 2019 (the “Plan”). The Registrant first registered the offer and sale of 8,939,255 shares of the Common Stock (without giving effect to the Registrant’s 10-for-1 share consolidation that became effective on July 25, 2022 (the “Share Consolidation”) on a pre-Share Consolidation basis, 893,926 shares of Common Stock on a post-Share Consolidation basis) in connection with the Plan on its registration statement on Form S-8 (File No. 333-233156) filed with the Securities and Exchange Commission (the “Commission”) on August 8, 2019, subsequently amended by post-effective amendment on the Form S-8 on September 19, 2022 (the “First Registration Statement”). On January 19, 2022, the Registrant registered 21,118,760 additional shares of Common Stock (on a pre-Share Consolidation basis, 2,111,876 shares of Common Stock on a post-Share Consolidation basis) in connection with the Plan on its registration statement on Form S-8 (File No. 333-262233) filed with the Commission, which was subsequently amended by post-effective amendment on the Form S-8 on September 19, 2022 (the “Second Registration Statement”). On September 19, 2022, the Registrant registered 180,000 additional shares of Common Stock in connection with the Plan on its registration statement on Form S-8 (File No. 333-267510) filed with the Commission on September 19, 2022 (together with the First Registration Statement and the Second Registration Statement, the “Prior Registration Statements”).
In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements filed on August 8, 2019 and January 19, 2022, each as amended on September 19, 2022, and filed on September 19, 2022, are hereby incorporated by reference. Only those items of Form S-8 containing new information not contained in the Prior Registration Statements are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Canaan, State of Connecticut, on this 13th day of January, 2023.
| SNDL INC. | ||
| By: | /s/ Zachary George | |
| Name: Zachary George | ||
| Title: Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Zachary George and James Keough as his or her true and lawful attorney-in-fact and agent, upon the action of any such appointee, with full power of substitution and re-substitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable SNDL Inc. to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this registration statement on Form S-8 (“Registration Statement”) under the Securities Act, including specifically, but without limitation, power and authority to sign the name of the undersigned to such registration Statement and any amendments to such Registration Statement (including post-effective amendments), to file the same with all exhibits thereto and other documents in connection therewith with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents 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 this 13th day of January, 2023 by the following persons in the following capacities:
| Signature | Title | ||
| /s/ Zachary George | Chief Executive Officer and Director (Principal Executive Officer) | ||
| Zachary George | |||
| /s/ James Keough | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
| James Keough | |||
| Non-Executive Chairman and Director | |||
| James Gregory Mills | |||
| /s/ Gregory George Turnbull | Director | ||
| Gregory George Turnbull | |||
| /s/ Lori S. Ell | Director | ||
| Lori S. Ell | |||
| /s/ Bryan Daniel Pinney | Director | ||
| Bryan Daniel Pinney | |||
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the undersigned, solely in its capacity as the Registrant’s duly authorized representative in the United States, on January 13th, 2023.
| /s/ Donald J. Puglisi | |
Donald J. Puglisi Managing Director Puglisi & Associates
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