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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Mark One)
¨
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2024
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _______________
For
the transition period from _______________ to _______________
Commission file number 000-39730
VISION MARINE TECHNOLOGIES INC.
(Exact name of Registrant specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Quebec, Canada
(Jurisdiction of incorporation or organization)
730 Boulevard du Curé-Boivin
Boisbriand, Quebec J7G 2A7,
Canada
Telephone: 450-951-7009
(Address of principal executive offices)
Raffi Sossoyan; 450-951-7009; [email protected]
(Name, Telephone, Email and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act.
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Shares (no par value per share)(1) |
|
VMAR |
|
The Nasdaq Stock Market LLC |
| |
(1) |
On March 31, 2025, a reverse stock split of the common shares, no par value of Vision Marine Technologies Inc. became effective (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, every ten (10) common shares issued on the effective date of the Reverse Stock Split was combined into one (1) common share, no par value. References to the Company’s common shares in this Report on Form 20-F/A are stated as having been retroactively adjusted and restated to give effect to the Reverse Stock Split, as if the Reverse Stock Split had occurred by the relevant earlier date. |
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. None
Indicate the number of outstanding shares of
each of the issuer’s classes of capital or common stock as of the close of business of the period covered by the annual
report. 16,340 Common Shares Without Par Value
Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ¨
No x
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. Yes ¨
No x
Indicate
by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x
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 x No ¨
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated
filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ¨ |
Accelerated Filer ¨ |
| Non Accelerated Filer x |
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 pursuant to Section 13(a) of
the Exchange Act.
Indicate by check
mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ¨
If securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check
mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ¨
U.S. GAAP x International Financial Reporting Standards as issued by the
International Accounting Standards Board ¨ Other
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow: Item 17 ¨ Item 18 ¨
If
this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b 2 of the Exchange
Act): Yes ¨ No x
| Auditor Name |
| Auditor Location |
| Auditor
Firm ID |
| M&K
CPAS, PLLC |
| The
Woodlands, TX |
| PCAOB
ID # 2738 |
| 730 Boulevard du Curé-Boivin |
| Boisbriand |
| Quebec |
| J7G 2A7 |
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report
on Form 20-F of Vision Marine Technologies Inc. for the year ended August 31, 2024 filed with the U.S. Securities and Exchange
Commission (the “SEC”) on December 20, 2024 (the “Original 20-F”) is being filed solely for the purpose of
filing Exhibit 97.1.
Except as specifically provided above, this Amendment
No. 1 to the Annual Report on Form 20-F does not amend, update or restate any other items or sections of the Original 20-F and
does not reflect events occurring after the filing of the Original 20-F on December 20, 2024. The filing of this Amendment No. 1
should not be understood to mean that any other statements contained in the Original 20-F are true and complete as of any date subsequent
to the date of the Original 20-F.
This Form 20-F/A
consists of a cover page, this explanatory note, Item 19, the signature page and the Exhibits (as updated).
ITEM 19. EXHIBITS
The following exhibits are filed as part of this
Annual Report:
| Exhibit Index |
|
Description
|
| 2.1 |
|
Description of Securities
Pursuant to Section 12 of the Exchange Act , filed as Exhibit 2.1 to our annual report on Form 20-F filed with
the SEC on April 5, 2024. |
| 3.1 |
|
Certificate of Incorporation,
filed as Exhibit 3.1 to our registration statement on Form F-1 filed with the SEC on July 9, 2020. |
| 3.2 |
|
Certificate of Amendment,
filed as Exhibit 3.2 to our registration statement on Form F-1 filed with the SEC on July 9, 2020. |
| 3.3 |
|
Articles of Amendment
to the Company’s Articles of Incorporation, as amended, filed as Exhibit 3.1 to our report on Form 6-K filed with
the SEC on September 30, 2022. |
| 3.4 |
|
Vision Marine Technologies
Inc. General By-Laws, filed as Exhibit 3.1 to our report on Form 6-K filed with the SEC on September 1, 2023. |
| 3.5 |
|
Certificate of Modification of the Series A Convertible
Preferred Stock, filed as Exhibit 99.1 to our report on Form 6-k filed with the SEC on December 22, 2023 |
| 3.6 |
|
Certificate of Modification of the Series B Convertible
Preferred Stock, dated January 15, 2024, filed as Exhibit 99.1 to our report on Form 6-k filed with the SEC on February 8,
2024 |
| 4.1 |
|
Share Certificate -
Common Shares, filed as Exhibit 4.1 to our registration statement on Form F-1, as amended, filed with the SEC on September 22,
2020. |
| 8.1** |
|
Subsidiaries of the
Registrant. |
| 10.1 |
|
Commercial Lease Agreement,
dated June 10, 2017, between California Electric Boat Company Inc. and the Company (as translated into English from its original
text in French), filed as Exhibit 10.1 to our registration statement on Form F-1 filed with the SEC on July 9, 2020. |
| 10.2 |
|
Commercial Lease Agreement,
dated April 1, 2019, between California Electric Boat Company Inc. and the Company (as translated into English from its original
text in French), filed as Exhibit 10.2 to our registration statement on Form F-1 filed with the SEC on July 9, 2020. |
| 10.3 |
|
Amended and Restated
Shares Option(s) Plan, filed as Exhibit 10.3 to our registration statement on Form F-1 filed with the SEC on July 9,
2020. |
| 10.4 |
|
Executive Employment
Agreement, dated March 1, 2021, between the Company and Alexandre Mongeon filed as Exhibit 10.1 to our report on Form 6-K
as filed with the SEC on March 12, 2021. |
| 10.5 |
|
Manufacturing and Supply
Agreement, dated October 21, 2021, between the Company and Linamar Corporation, filed as Exhibit 10.9 to our annual report
on Form 20-F filed with the SEC on December 30, 2021. |
| 10.6 |
|
Summary translation
of Mac Engineering Agreement with the Company, dated February 16, 2021 filed as Exhibit 10.10 to our annual report on Form 20-F
filed with the SEC on December 30, 2021. |
| 10.7 |
|
Placement Agency Agreement
dated as of January 20, 2023 between Vision Marine Technologies Inc. and Roth Capital Partners, LLC, filed as Exhibit 99.1
to our report on Form 6-K filed with the SEC on January 27, 2023. |
| 10.8 |
|
Form of Securities
Purchase Agreement dated as of January 20, 2023 between Vision Marine Technologies Inc. and the purchasers signatory thereto,
filed as Exhibit 99.2 to our report on Form 6-K filed with the SEC on January 27, 2023. |
| 10.9 |
|
Form of Common
Warrant, filed as Exhibit 99.3 to our report on Form 6-K filed with the SEC on January 27, 2023 |
| 10.10 |
|
Placement Agency Agreement
dated as of February 17, 2023 between Vision Marine Technologies Inc. and Roth Capital Partners, LLC, filed as Exhibit 99.1
to our report on Form 6-K filed with the SEC on February 23, 2023. |
| 10.11 |
|
Form of Securities
Purchase Agreement dated as of February 17, 2023 between Vision Marine Technologies Inc. and the purchaser signatory thereto,
filed as Exhibit 99.2 to our report on Form 6-K filed with the SEC on February 23, 2023. |
| 10.12 |
|
Form of Common
Warrant, filed as Exhibit 99.3 to our report on Form 6-K filed with the SEC on February 23, 2023. |
| 10.13 |
|
Form of Securities
Purchase Agreement dated as of April 19, 2023 between Vision Marine Technologies Inc. and the purchasers signatories thereto,
filed as Exhibit 99.1 to our report on Form 6-K filed with the SEC on April 21, 2023. |
| 10.14 |
|
Form of Common
Warrant, filed as Exhibit 99.2 to our report on Form 6-K filed with the SEC on April 21, 2023. |
| 10.15 |
|
Form of Securities
Purchase Agreement dated as of June 14, 2023 between Vision Marine Technologies Inc. and the purchaser signatory thereto, filed
as Exhibit 99.1 to our report on Form 6-K filed with the SEC on June 16, 2023. |
| 10.16 |
|
Form of Investor
Warrant, filed as Exhibit 99.2 to our report on Form 6-K filed with the SEC on June 16, 2023. |
| 10.17 |
|
Form of Placement
Agent Warrant, filed as Exhibit 99.3 to our report on Form 6-K filed with the SEC on June 16, 2023. |
| 10.18 |
|
Form of Securities
Purchase Agreement dated as of July 31, 2023 between Vision Marine Technologies Inc. and the purchasers signatory thereto, filed
as Exhibit 99.1 to our report on Form 6-K filed with the SEC on August 2, 2023. |
| 10.19 |
|
Form of Investor
Warrant, filed as Exhibit 99.2 to our report on Form 6-K filed with the SEC on August 2, 2023. |
| 10.20 |
|
Form of Placement
Agent Warrant, filed as Exhibit 99.3 to our report on Form 6-K filed with the SEC on August 2, 2023. |
| 10.21 |
|
Form of Subscription
Agreement between Vision Marine Technologies Inc. and the purchasers signatory thereto, filed as Exhibit 99.1 to our report
on Form 6-K filed with the SEC on September 20, 2023. |
| 10.22 |
|
Form of Investor
Warrant, filed as Exhibit 99.2 to our report on Form 6-K filed with the SEC on September 20, 2023. |
| 10.23 |
|
Form of Registration
Rights Agreement, filed as Exhibit 99.3 to our report on Form 6-K filed with the SEC on September 20, 2023. |
| 10.24 |
|
Agency Agreement, filed
as Exhibit 99.4 to our report on Form 6-K filed with the SEC on September 20, 2023. |
| 10.25 |
|
Form of Warrant,
dated as of December 21, 2023, filed as Exhibit 99.2 to our report on Form 6-k filed with the SEC on December 22,
2023 |
| 10.26 |
|
Form of Securities
Purchase Agreement, dated as of December 21, 2023,, filed as Exhibit 99.3 to our report on Form 6-k filed with the
SEC on December 22, 2023 |
| 10.27 |
|
Form of Registration
Rights Agreement, dated as of December 21, 2023, filed as Exhibit 99.4 to our report on Form 6-k filed with the SEC
on December 22, 2023 |
| 10.28 |
|
Form of Placement
Agent Agreement, filed as Exhibit 99.5 to our report on Form 6-k filed with the SEC on December 22, 2023 |
| 10.29 |
|
Form of Warrant,
dated as of January 17, 2024, , filed as Exhibit 99.2 to our report on Form 6-k filed with the SEC on February 8,
2024 |
| 10.30 |
|
Form of Subscription
Agreement, dated as of January 17, 2024, , filed as Exhibit 99.3 to our report on Form 6-k filed with the SEC on February 8,
2024 |
| 10.31 |
|
Form of Registration
Rights Agreement, dated as of January 17, 2024, , filed as Exhibit 99.4 to our report on Form 6-k filed with the SEC
on February 8, 2024 |
| 10.32 |
|
Form of Agency
Agreement with iA Private Wealth Inc., filed as Exhibit 99.5 to our report on Form 6-k filed with the SEC on February 8,
2024 |
| 10.33 |
|
Form of Placement
Agent Warrant Agreement, filed as Exhibit 4.1 to our report on Form 6-k filed with the SEC on September 16, 2024 |
| 10.34 |
|
Placement Agency Agreement with ThinkEquity LLC, dated
September 13, 2024,, filed as Exhibit 10.1 to our report on Form 6-k filed with the SEC on September 16, 2024 |
| 10.35 |
|
Form of Placement Agent Warrant Agreement, filed
as Exhibit 4.1 to our report on Form 6-k filed with the SEC on September 16, 2024 |
| 12.1** |
|
Section 302(a) Certification of CEO |
| 12.2** |
|
Section 302(a) Certification of CFO |
| 13.1*** |
|
Section 906 Certifications of CEO and CFO |
| 23.1** |
|
Consent of M&K CPAS, PLLC |
| 23.2** |
|
Consent of Ernst & Young LLP |
| 97.1* |
|
Executive Officer Clawback Policy |
| 101.INS** |
|
XBRL Instance |
| 101.SCH** |
|
XBRL Taxonomy Extension
Schema |
| 101.CAL** |
|
XBRL Taxonomy Extension
Calculation |
| 101.DEF** |
|
XBRL Taxonomy Extension
Definition |
| 101.LAB** |
|
XBRL Taxonomy Extension
Labels |
| 101.PRE** |
|
XBRL Taxonomy Extension
Presentation |
| 104 |
|
Cover
Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document |
| * |
|
Filed herewith |
| ** |
|
Previously filed with Vision Marine Technologies Inc.’s Annual Report on Form 20-F for the fiscal year ended August 31, 2024, filed with the SEC on December 20, 2024. |
| *** |
|
Previously furnished with Vision Marine Technologies Inc.’s Annual Report on Form 20-F for the fiscal year ended August 31, 2024, filed with the SEC on December 20, 2024. |
SIGNATURES
The registrant certifies that it meets all of
the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report
on its behalf.
Vision Marine Technologies Inc.
Date: April 15, 2025
| By: |
/s/ Alexandre Mongeon |
|
| |
Alexandre Mongeon |
|
| |
Chief Executive Officer |
|
