SNDL Inc 6-K, filed Jul 25, 2022
SNDL Inc. (SNDL)
About this 6-K
SNDL Inc filed this 6-K on July 25, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2022
Commission File Number 001-39005
SUNDIAL GROWERS INC.
(Registrant’s name)
#300, 919 - 11 Avenue SW
Calgary, AB T2R 1P3
Tel.: (403) 948-5227
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference in Sundial Growers Inc.’s registration statements on Form F-3 (File No. 333-253169 and File No. 333-253813) and Form S-8 (File No. 333-233156 and File No. 333-262233) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SUNDIAL GROWERS INC. | ||
| Date: July 25, 2022 | By: | /s/ Jim Keough |
| Name: | Jim Keough | |
| Title: | Chief Financial Officer | |
EXHIBIT
| Exhibit | Description of Exhibit | |
| 99.1 | News Press Release, dated July 25, 2022 |
FOR IMMEDIATE RELEASE
Sundial Announces Results of its Annual and Special Meeting of Shareholders and Details of the Share Consolidation
Calgary, AB (July 25, 2022) – Sundial Growers Inc. (Nasdaq: SNDL) ("Sundial" or the "Company") is pleased to announce all of the resolutions put to holders of common shares (the “Common Shares”) of the Company (the "Shareholders") at the reconvened annual and special meeting held virtually today (the "Meeting") were passed. The Meeting was originally held on July 21, 2022, and was adjourned, without any business being considered, due to a lack of quorum. Under the by-laws of the Company and the interim order granted by the Court of Queen’s Bench of Alberta in respect of the Meeting, those shareholders who attended the Meeting today, in person or by proxy, constituted a quorum.
At the Meeting, Shareholders approved: (i) fixing the number of directors of the Company at five members; (ii) electing each of Greg Mills, Zach George, Lori Ell, Bryan Pinney and Gregory Turnbull as directors of the Company for the ensuing year; and (iii) appointing Marcum LLP as the auditors of the Company for the ensuing year and authorizing the board of directors of the Company to set their remuneration.
The following votes were received with respect to fixing the number of directors of the Company at five members:
| Number of Common Shares For | % For | Number of Common Shares Against | % Against |
| 248,538,308 | 80.56 | 59,980,648 | 19.44 |
The following votes were received with respect to each director nominee:
| Number of Common Shares For | % For | Number of Common Shares Withheld | % Withheld | |
| Greg Mills | 244,538,362 | 79.26% | 63,980,594 | 20.74% |
| Zach George | 271,834,592 | 88.11% | 36,684,366 | 11.89% |
| Lori Ell | 243,674,490 | 78.98% | 64,844,468 | 21.02% |
| Bryan Pinney | 243,544,594 | 78.94% | 64,974,363 | 21.06% |
| Gregory Turnbull | 275,055,211 | 89.15% | 33,463,745 | 10.85% |
The following votes were received with respect to appointing Marcum LLP as the auditors of the Company:
| Number of Common Shares For | % For | Number of Common Shares Withheld | % Withheld |
| 280,957,048 | 91.07% | 27,561,908 | 8.93% |
Additionally, Shareholders approved, as special resolutions:
| (i) | amending the articles of Sundial to change of name of the Company from “Sundial Growers Inc.” to “SNDL Inc.” (the “Name Change”); |
| (ii) | a consolidation of all of the issued and outstanding Common Shares (the “Share Consolidation”) on the basis of not more than one (1) post-consolidation Common Share for every ten (10) pre-consolidation Common Shares and not less than one (1) post-consolidation Common share for every twenty-five (25) pre-consolidation Common Shares, as to be determined by the board of directors of the Company (the “Board”) in its sole discretion, to become effective at such time as the Board considers it to be in the best interests of the Company, but in any event not later than July 25, 2023; and |
| (iii) | a plan of arrangement involving the Company, Alcanna Inc., and the Shareholders under Section 193 of the Business Corporations Act (Alberta) (the “Arrangement”), such Arrangement to become effective at a date to be determined by the Board when the Board considers it to be in the best interests of the Company to implement such Arrangement, but in any event not later than July 25, 2023. |
The following votes were received with respect to the Name Change:
| Number of Common Shares For | % For | Number of Common Shares Against | % Against |
| 275,341,191 | 89.25% | 33,177,767 | 10.75% |
The following votes were received with respect to the Share Consolidation:
| Number of Common Shares For | % For | Number of Common Shares Against | % Against |
| 221,873,802 | 71.92% | 86,645,153 | 28.08% |
The following votes were received with respect to the Arrangement:
| Number of Common Shares For | % For | Number of Common Shares Against | % Against |
| 269,439,670 | 87.33% | 39,079,286 | 12.67% |
Details of the Share Consolidation
Immediately following the Meeting, the Board determined to effect the Share Consolidation on the basis of one post-consolidation Common Share for every 10 pre-consolidation Common Shares. The Share Consolidation has taken effect today, July 25, 2022, and the Common Shares are expected to begin trading on Nasdaq on a post-consolidation basis beginning at the open of markets on July 26, 2022. The record date for shareholders entitled to participate in the Share Consolidation is July 25, 2022.
Immediately prior to the Share Consolidation, there were 2,379,931,190Common Shares issued and outstanding, and 237,993,119Common Shares are issued and outstanding following the Share Consolidation, subject to rounding for any fractional Common Shares. Fractional Common Shares to be received by Shareholders will be rounded up in the case of a fractional interest that is 0.5 or greater, or rounded down in the case of a fractional interest that is less than 0.5, to the nearest whole number of Common Shares that such holder would otherwise be entitled to receive upon implementation of the Share Consolidation.
Registered Shareholders were sent a letter of transmittal with their proxy materials in connection with the Meeting. The letter of transmittal provides instructions for how to exchange share certificates or Direct Registration Statements representing pre-consolidation Common Shares for new share certificates or Direct Registration Statements representing post-consolidation Common Shares to which such Shareholders are entitled as a result of the Share Consolidation. No action is required by non-registered Shareholders. A copy of the letter of transmittal is available under Sundial’s profile on SEDAR at www.sedar.com, under Sundial’s profile on EDGAR at www.sec.gov/edgar or by contacting Odyssey Trust Company at (587) 885-0960 or by email at corp.actions@odysseytrust.com.
The Share Consolidation is expected to enable the Company to maintain and minimum bid price of US$1.00 per Common Share and to avoid a delisting event that could cause material disruption to the Company and Shareholders through the reduction of both trading liquidity and access to capital.
Additionally, the Name Change has been effected. The Company expects to launch and provide further details regarding its rebranding with the release of its second quarter earnings and results in early August 2022.
Management Changes
Chief Administrative Officer (CAO), David Gordey, has resigned from his position effective July 29, 2022. Mr. Gordey was appointed CAO after Sundial’s acquisition of Alcanna Inc. in March 2022. Sundial thanks Mr. Gordey for his services and wishes him the best in his future endeavours.
About Sundial Growers Inc.
Sundial is a public company whose shares are traded on Nasdaq under the symbol "SNDL." Its business is operated and reported in four segments: Cannabis Production and Cultivation, Cannabis Retail, Liquor Retail, and Investments.
Sundial is the largest private sector cannabis and liquor retailer in Canada. The Company’s retail banners include Spiritleaf, Value Buds, Wine and Beyond, Liquor Depot, and Ace Liquor. As a licensed producer that crafts small-batch cannabis using state-of-the-art indoor facilities, Sundial's 'craft-at-scale' modular growing approach, award-winning genetics, and experienced growers set us apart. Sundial's brand portfolio includes Top Leaf, Sundial Cannabis, Palmetto, Spiritleaf Selects, and Grasslands. Sundial's investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnerships throughout the global cannabis industry.
For more information on Sundial, please go to www.sndlgroup.com.
Contact:
Sophie Pilon, Director, Investor Relations and Communications
Sundial Growers Inc.
O: 1.587.327.2017
E: investors@sundialgrowers.com
Forward-Looking Statements
This news release includes statements containing certain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions, including but not limited to assumptions with respect to the anticipated benefits of the Share Consolidation, were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.