Amended Annual Report (foreign Private Issuer) (40-f/a)
August 26 2019 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(AMENDMENT NO. 1)
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¨
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Registration statement
pursuant to Section 12 of the Securities Exchange Act of 1934
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or
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x
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Annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended May 31, 2019
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Commission File Number 001-38708
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Aphria
Inc.
(Exact name of Registrant as specified in
its charter)
Canada
(Province or other jurisdiction of incorporation or organization)
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2833
(Primary Standard Industrial Classification Code Number)
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N/A
(I.R.S. Employer
Identification Number)
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265 Talbot St. W.
Leamington, Ontario, Canada N8H 4H3
(844) 427-4742
(Address and telephone number of Registrant’s principal executive offices)
CT Corporation
System
15th Street N.W., Suite 1000, Washington, DC
20005 (202) 572-3100
(Name, address (including zip code) and
telephone number (including area code) of agent for service in the United States)
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Securities registered or to be registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares
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APHA
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
Common Shares, no par value
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:
x Annual information form
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x Audited annual financial statements
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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:
250,989,120
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. x Yes
¨ 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.
Emerging
growth company x
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
Aphria Inc. (“Aphria” or the
“Registrant”) is filing this Amendment No. 1 (the “Form 40-F/A”) to its Annual Report on Form 40-F for
the year ended May 31, 2019 (the “Fiscal Year”), filed on August 1, 2019 (the “Original Filing”), solely
to furnish its financial statements for the Fiscal Year formatted in eXtensible Business Reporting Language (“XBRL”).
In accordance with the policy of the Securities and Exchange Commission (the “Commission”) stated in Release No. 33-9002,
Aphria is filing this Form 40-F/A within the 30-day period available to first-time XBRL filers following the filing of our Form
40-F Annual Report, as filed with the Commission in the Original Filing.
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 and has duly caused
this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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APHRIA INC.
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By:
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/s/ Irwin Simon .
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Name:
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Irwin Simon
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Title:
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Chief Executive Officer
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Date: August 23, 2019
EXHIBIT INDEX
The following documents
are being filed with the Commission as Exhibits to this Form 40-F/A:
Exhibit
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Description
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99.1
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Annual Information Form dated July 31, 2019*
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99.2
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Audited Annual Consolidated Financial Statements and notes thereto as at and for the years ended May 31, 2019 and May 31, 2018, together with the report thereon of the independent auditor*
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99.3
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Management’s Discussion and Analysis for the years ended May 31, 2019 and May 31, 2018*
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99.4
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Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act*
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99.5
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Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act*
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99.6
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Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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99.7
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Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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99.8
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Consent of PricewaterhouseCoopers LLP*
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XBRL
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101.INS
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XBRL Instance
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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* Previously filed in the Original Filing.
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