UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| OR | ||
| x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2018
| Commission file number: 333-229744 |
EMERALD HEALTH THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
| British Columbia | 2833 | N/A | ||
| (Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification No.) | ||
| 210 – 800 West Pender Street | ||||
| Vancouver, British Columbia V6C 1J8 | ||||
| (800) 757-3536 | ||||
(Address and Telephone Number of Registrant’s Principal Executive Offices)
| ||||
DL Services Inc. Columbia Center, 701 Fifth Avenue, Suite 1600 Seattle, Washington 98104 (206) 903-5448 | Copies to: Jason K. Brenkert Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 Denver, Colorado 80202-5549 (303) 629-3400 |
| (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol(s) | Name of Each Exchange on Which Registered: | ||
| N/A | N/A | N/A |
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:Common Shares, no par value
For annual reports, indicate by check mark the information filed with this form:
| x Annual Information Form | x Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2018,141,443,116common shares of the Registrant were issued and outstanding.
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. xYes ¨No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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 .
xEmerging 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.¨
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company’s Annual Report on Form 40-F (the “Original Form 40-F”) for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on May 1, 2019, is to (i) include certain revisions reflected in “Recent Developments and Events after the Reporting Period” included in Management’s Discussion and Analysis for the fiscal year ended December 31, 2018 filed as Exhibit 99.3 to the Original Form 40-F and incorporated by reference; (ii) file amended audited consolidated financial statements for the years ended December 31, 2018 and 2017 to remove two non-material clerical errors contained in the notes to financial statements; and (iii) submit Exhibit 101 to the Form 40-F, which contains the eXtensible Business Reporting Language (“XBRL”) Interactive Data Files required to be submitted pursuant to Rule 405 of Regulation S-T.
Except as set forth above, this Amendment No. 1 does not modify or update any of the disclosures in the Original Form 40-F. This Amendment No. 1 speaks as of the time of filing the Original Form 40-F, and does not reflect subsequent events occurring after the filing of the Original Form 40-F. Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the complete text of Exhibit 101 of the Form 40-F in its entirety is attached to this Amendment No. 1.
AUDITED ANNUAL FINANCIAL STATEMENTS
The amended audited consolidated financial statements of the Company for the years ended December 31, 2018 and 2017, including the report of the independent auditor with respect thereto, are filed asExhibit 99.2 to this annual report on Form 40-F/A and are incorporated by reference herein.
MANAGEMENT’S DISCUSSION AND ANALYSIS
The Company’s amended management’s discussion and analysis for the fiscal year ended December 31, 2018 (“MD&A”) is filed asExhibit 99.3 to this annual report on Form 40-F/A and is incorporated by reference herein.
UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F/A; the securities in relation to which the obligation to file an annual report on Form 40-F/A arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with the SEC on February 20, 2019, with respect to the class of securities in relation to which the obligation to file this annual report on Form 40-F/A arises. Any change to the name or address of the agent for service of process will be communicated promptly to the SEC by amendment to Form F-X referencing the Company’s file number.
EXHIBIT INDEX
The following exhibits have been filed as part of this annual report on Form 40-F/A:
* -Previously filed as an exhibit to the Company’s annual report on Form 40-F as filed with the Commission on May 1, 2019 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| EMERALD HEALTH THERAPEUTICS, INC. | ||
| By: | /s/ Dr. Avtar Dhillon, MD | |
| Name: | Dr. Avtar Dhillon, MD | |
| Title: | Executive Chairman, Principal Executive Officer | |
Date: May 2,2019