false--03-31000140139500-000000000014013952022-06-082022-06-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): June 08, 2022 |
NEPTUNE WELLNESS SOLUTIONS INC.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
Quebec |
001-33526 |
Not applicable |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
545 Promenade du Centropolis Suite 100 |
|
Laval, Quebec, Canada |
|
H7T 0A3 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 450 687-2262 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s) |
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value per share |
|
NEPT |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 2.05 Costs Associated with Exit or Disposal Activities.
On June 8, 2022, Neptune Wellness Solutions Inc. (the “Company") announced that it is refocusing its strategy and realigning resources around its Consumer Packaged Goods (“CPG”) business in order to improve the Company's path to profitability and enhance current shareholder value (the "Strategic Plan"). To accomplish this, the Strategic Plan focuses on two primary actions: (1) planned divestiture of the Canadian cannabis business and (2) a realignment of focus and operational resources toward increasing the value of the Company's consumer products business. This decision follows the Company's initial strategic review that took place in fall of 2021.
The Company's Strategic Plan are expected to lower costs and reduce global headcount by approximately 50%. These actions are expected to result in an estimated charge of $1 million (Canadian dollars) in the first quarter of fiscal 2023, largely reflecting cash separation payments. At this time, except for the foregoing, the Company is unable to make a good faith determination of the cost estimates, or ranges of cost estimates, associated with all of the activities under the Strategic Plan as set forth in paragraphs (b), (c) and (d) of Item 2.05 of Form 8-K. In accordance with paragraph (d) of Item 2.05, the Company will timely file an amendment to this Current Report on Form 8-K after its determination of such cost estimates or ranges of cost estimates.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 8, 2022, the Company filed Articles of Amendment to the Articles of Incorporation of the Company to effect a 1-for-35 share consolidation (the "share consolidation") of the common shares of the Company (the "Common Shares"). Each fractional Common Share remaining after completion of the share consolidation that is less than one (1) whole of a Common Share was increased to one (1) whole Common Share.
The Common Shares began trading on a share consolidation-adjusted basis on the Nasdaq Capital Market and the Toronto Stock Exchange on June 13, 2022. The trading symbol for the Common Shares will remain "NEPT." The Common Shares were assigned a new CUSIP number (64079L204) following the share consolidation.
The Company will adjust the number of shares available for future grants under its stock option plan and equity incentive plan and will also adjust the number of outstanding awards, the exercise price per common share of outstanding stock options and other terms of outstanding awards issued to reflect the effects of the share consolidation.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference
Item 7.01 Regulation FD Disclosure.
On June 8, 2022, the Company issued a press release announcing the Strategic Plan. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On June 8, 2022, the Company issued a press release announcing the anticipated completion of the share consolidation and on June 9, 2022, the Company issued a press release announcing the completion of the share consolidation. A copy of the Company’s press releases are furnished as Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and the accompanying exhibits is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 7.01 and the accompanying exhibit shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
|
|
|
|
|
|
|
Neptune Wellness Solutions Inc. |
|
|
|
|
Date: |
June 13, 2022 |
By: |
/s/ Randy Weaver |
|
|
|
Randy Weaver
Interim Chief Financial Officer |
Exhibit 3.1
REZ-128 (2017-08)
[Translation]
Certificate of Amendment
Business Corporations Act (R.S.Q., c. S-31.1)
I hereby certify that the following corporation:
NEPTUNE SOLUTIONS BIEN-ÊTRE INC.
and its version
NEPTUNE WELLNESS SOLUTIONS INC.
Amended its articles under the terms of the Business Corporations Act to incorporate the amendments mentioned in the attached Articles of Amendment.
On June 9, 2022
|
|
|
|
|
|
Filed with the Register on June 8, 2022
under registration number 1148070734 /s/ Yves Pepin Enterprise Registrar |
|
|
|
|
Services Québec
Registraire
des entreprises
Quebec au
Courtesy Translation
RE-500-T (2012-07)
Page 1
The Registraire des entreprises does not produce an English version of its forms. However, it provides
translations of the content of the forms for information purposes.
Articles of Amendment
Business Corporations Act, R.S. Q., c. S-31 .1
Identification o
f the corporation
Name of business corporation
917 6 - 6857 Quebec inc.
Version(s) of the name of the corporation in a language other than French, if applicable
2 Amendment of articles
2.1 Amendment to the name
Name of business corporation
Version(s) of the name of the corporation in a language other than French, if applicable
Designating number in lieu of a name
2.2 Other amendments (see below)
2.3 Date and time to be assigned to the certificate, if applicable
Date (V MD) Time (hour minutes)
Quebec enterprise number
NEQ 11 64 114457
TO AMEND item 5 of the Corporation’s articles of incorporation describing the authorized capital stock as
follow: Common shares without par value- unlimited number- and replacing it by the creation of Class “A”
Common Shares and Class “8” to “G” preferred shares as desribed in Schedule A attached. TO AMEND
item 6 of the Corporation’s articles of incorporation by replacing Schedule 1 by Schedule B.
|
|
|
REZ-909 (2017-04) Page 1 of 1 |
Articles of Amendment
Québec enterprise number (NEQ): 1148070734
Business Corporations Act, RLRQ, chapter S-31.1
|
|
|
|
1 |
Information about the business corporation |
Name of business corporation
NEPTUNE SOLUTIONS BIEN-ÊTRE INC
Version(s) of the name of the corporation in a language other than French, if applicable
NEPTUNE WELLNESS SOLUTIONS IN.
|
|
|
|
2.1 |
Amendment to the name |
Name of business corporation
See attached Schedule
|
|
|
|
2.3 |
Date and time of certificate, if applicable |
Date 9 June 2022 Time
Name of authorized director or officer
Christopher Piazza
Electronic signature of
Christopher Piazza
For office use only
Reference number of the application: 020200092545097
Designating number:
Services Québec
SCHEDULE TO
ARTICLES OF AMENDMENT
OF
NEPTUNE SOLUTIONS BIEN-ÊTRE INC.
NEPTUNE WELLNESS SOLUTIONS INC.
(the “Corporation”)
As of the date of the issuance of a Certificate of Amendment confirming the present Articles of Amendment, all of the issued and outstanding common shares (the “Common Shares”) in the capital of the Corporation are consolidated (the “Consolidation”) on the bases of one (1) post-Consolidation Common Share for every thirty-five (35) pre-Consolidation Common Shares (provided that each fractional Common Share that results from the Consolidation shall be rounded to the nearest whole number).
Neptune Wellness Launches New CPG-Focused Strategic Plan to
Improve Path to Profitability
Planned divestiture of Canadian cannabis business to cut costs and realign focus on increasing value of consumer products business
LAVAL, QUÉBEC, CANADA – June 8, 2022 – Neptune Wellness Solutions Inc. ("Neptune" or the "Company") (NASDAQ: NEPT) (TSX: NEPT), a diversified and fully integrated health and wellness company focused on plant-based, sustainable and purpose-driven lifestyle brands, today announced the launch of a new Consumer Packaged Goods (CPG) focused strategic plan to reduce costs, improve the Company’s path to profitability and enhance current shareholder value.
This plan builds on the Company’s initial strategic review that took place in fall of 2021 and focuses on two primary actions: (1) planned accelerated divestiture of the Canadian cannabis business and (2) a realignment of focus and operational resources toward increasing the value of Neptune’s consumer products business, which the Company believes is showing greater potential. These actions are also intended to preserve resources towards meeting its funding requirements in the near-term while driving long-term profitability and growth.
Intended divestiture of cannabis business and reduction of workforce
The intended divestiture of the cannabis business would include the sale of the Mood Ring™ and PanHash™ brands, along with the Company’s Sherbrooke, Quebec facility, in one or more transactions. The value of the facility was recently appraised at $21 million CAD by a third-party appraisal company. Neptune has retained Stifel GMP to support the divestiture efforts, with a focus on maximizing the value to Neptune shareholders.
In order to accelerate its cost savings, the Company will focus on winding up its cannabis operations pending a transaction.
This planned action is intended to provide significant cost savings and help maximize operational efficiencies, resulting in a 50% reduction in workforce, over 30% reduction of total payroll costs and an estimated annual cost savings of $5.8 million CAD. In addition, the Company expects to see additional cost savings from corresponding reductions in corporate overhead costs and professional fees.
Finally, the exit of the Canadian cannabis business may impact the amount and structure of financing the company is currently seeking. It is expected to reduce the amount of financing the Company seeks, given a lower anticipated expense structure, along with anticipated cash inflows from the planned divestiture. Additionally, the divestiture is expected to facilitate working with a broader set of financing sources – including traditional banks and financial
institutions that have policies restricting dealing with businesses exposed to regulated cannabis operations.
“This is the final stage of our transition to a pure play, purpose driven consumer packaged goods Company. This strategic divestiture greatly simplifies our overall structure, enabling us to hyper-focus on those areas of the business we believe are best positioned for profitability and growth,” said Michael Cammarata, President and CEO of Neptune. “Of course, the most difficult part of the Company and Board making this decision is the impact on our workforce. We are committed to working with those employees to ensure they are supported throughout this transition. I extend my deepest gratitude to each and every person impacted by this decision and thank them for their hard work and dedication to Neptune throughout their tenure.”
“Today’s decision, while difficult, is a step that is necessary to best position Neptune for long term success,” said Julie Phillips, Neptune’s Chair of the Board. “Together with management, the Board has worked carefully to explore all possible avenues and we are confident that the decision to exit the Canadian cannabis sector and realign focus on our consumer goods brands is the best next move for both the Company and its shareholders.”
Renewed focus on high-potential business segments
With the planned divestiture of its cannabis business, Neptune is renewing its focus on the core brands – Sprout Organics and Biodroga Solutions – that align closely with future consumer trends and show a greater potential for future growth and profitability.
Sprout Organics, the fast-growing organic baby and toddler food brand, has made major distribution gains over the past year, expanding into Walmart and Target. The recent launch of licensed, co-branded product with CoComelon – the number one kids entertainment show globally – has far surpassed initial sales goals in Walmart stores. Neptune sees significant opportunity to continue to improve Sprout’s margins and accelerate its path to profitability.
Biodroga Solutions, Neptune’s B2B nutraceuticals business, has a strong foundation and a robust pipeline for continued growth. The Company’s supply chain capabilities and product development expertise can also be applied to future Neptune brand and product innovations. Cedrick Billequey, Biodroga’s business leader, also oversees Forest Remedies, a vegan Omega supplement brand, providing synergies between the B2B business and consumer brands.
The success of these businesses and their anticipated growth form the foundation for the future of Neptune as a CPG business built to serve the next generation of consumers.
Sarah Tynan promoted to CEO of Sprout Organics
As part of the Company’s renewed focus on its CPG brands and Sprout Organics in particular, Neptune is delighted to announce that Sarah Tynan, current Sprout Chief Customer Officer, is promoted to CEO of Sprout, effective immediately. Ms. Tynan has been instrumental in garnering big distribution gains for Sprout, including Walmart and Target, and leading the highly successful CoComelon partnership. She brings deep sales experience and business
acumen, including previous roles at Newell Brands and Unilever, and will continue to drive the Sprout business forward.
“Our goal with this strategic plan is to strengthen our cash position and enhance financial flexibility, centering focus on our higher potential CPG businesses,” said Cammarata. “With Sarah Tynan as the new CEO of Sprout and Cedrick Billequey leading Biodroga Solutions and the personal care & beauty segments of our business, I’m confident we have not only the right plan, but the right team in place to take Neptune into its next stage of growth and profitabiltiy.”
Neptune Wellness will provide further detail on the execution of this new plan over the coming months.
About Neptune Wellness Solutions Inc.
Headquartered in Laval, Quebec, Neptune is a diversified health and wellness company with a mission to redefine health and wellness. Neptune is focused on building a portfolio of high quality, affordable consumer products in response to long-term secular trends and market demand for natural, plant-based, sustainable and purpose-driven lifestyle brands. The Company utilizes a highly flexible, cost-efficient manufacturing and supply chain infrastructure that can be scaled to quickly adapt to consumer demand and bring new products to market through its mass retail partners and e-commerce channels. For additional information, please visit: https://neptunewellness.com/.
Disclaimer – Safe Harbor Forward–Looking Statements
Statements in this news release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance and achievements of Neptune to be materially different from historical results or from any future results, performance and achievements expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes”, “belief”, “cost savings”, “estimates”, “expects”, “intends”, “projects”, “anticipates”, “will”, “should” or “plans” to be uncertain and forward-looking. Forward-looking statements relate to future events or future performance and reflect management’s expectations or beliefs regarding future events including, but not limited to, statements with respect to the review of strategic and financial alternatives, the anticipated cost savings and operational efficiencies related to the Company’s divestiture of its Canadian cannabis business, management’s assessment of the potential for growth and profitability of its Sprout Organics and Biodrogas Solutions brands, restructuring initiatives and anticipated costs, the expected objectives and financial targets underlying Neptune’s CPG-Focused Strategic Plan as well as the anticipated benefits of such transactions and their expected impact on the Company’s outlook, operations, opportunities, financial condition, business plan and overall strategy.
Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Company’s current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Company’s business and
anticipated operating environment. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement and the “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors” sections contained in Neptune’s latest Annual Information Form, which also forms part of Neptune’s latest annual report on Form 40-F, and which is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml. With respect to the pursuit of an accelerated divestiture of the Canadian cannabis business and a realignment of focus and operational resources toward increasing the value of the Company’s consumer products business discussed herein specifically, certain factors that could cause actual results to differ materially from those anticipated in the forward looking statements include, but are not limited to: the failure to satisfy the conditions to the completion of these transactions or delay in completing, and uncertainty regarding the length of time required to complete, such transactions, and all or part of the intended benefits therefrom not being realized and the anticipated proceeds therefrom not being available to the Company within the anticipated timeframe, or at all; and alternate sources of funding that would be used to replace the anticipated proceeds from such transactions may not be available when needed, or on desirable terms.
Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Neither NASDAQ nor the Toronto Stock Exchange accepts responsibility for the adequacy or accuracy of this release.
Media Contacts:
media@neptunecorp.com
Jessica Adkins, SVP Corporate Communications
Neptune Wellness Solutions, Inc.
j.adkins@neptunecorp.com
Investor Contacts:
Morry Brown, VP Investor Relations
Neptune Wellness Solutions, Inc.
m.brown@neptunecorp.com
Valter Pinto, Managing Director
KCSA Strategic Communications
neptune@kcsa.com
212.896.1254
Neptune Wellness Solutions Inc. Announces Share Consolidation
LAVAL, QC, June 8, 2022 – Neptune Wellness Solutions Inc. (“Neptune” or the “Company”) (NASDAQ: NEPT) (TSX: NEPT), a diversified and fully integrated health and wellness company focused on plant-based, sustainable and purpose-driven lifestyle brands, announced today that it has received conditional approval of the Toronto Stock Exchange (“TSX”) with respect to the Company’s proposed consolidation of its common shares (the “Common Shares”) on the basis of one (1) post-consolidation Common Share for every thirty-five (35) pre-consolidation Common Shares (the “Consolidation”). The Consolidation was previously approved by the board of directors of the Company on June 3, 2022. Each fractional Common Share remaining after completion of the Consolidation that is less than one (1) whole of a Common Share will be increased to one (1) whole Common Share. The Consolidation will reduce the number of Common Shares issued and outstanding from approximately 198 million Common Shares to approximately 5.7 million Common Shares.
The Consolidation is subject to the final approval of the TSX, along with other customary conditions relating to the Consolidation. The precise effective date of the Consolidation and the date upon which the Common Shares will begin trading on the NASDAQ and the TSX on a post-Consolidation basis will be announced at a later date.
The Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), will act as the exchange agent for the Consolidation. In connection with the Consolidation, Computershare will send to registered holders of Common Shares (the “Registered Holders”) a letter of transmittal (the “Letter of Transmittal”) that may be used by such Registered Holders to exchange their pre-Consolidation Common Share certificates for certificates in the capital of the Company representing the consolidated number of Common Shares. Until surrendered, each certificate representing pre-Consolidation Common Shares will represent the number of whole post-Consolidation Common Shares to which the holder is entitled as a result of the Consolidation. The post-Consolidated Common Shares issued will be done via a push-out to shareholders holding book shares / DRS Advice positions and pre-Consolidated Common Shares will become null and void. Shareholders holding Common Shares by way of a physical share certificate are required to deposit a completed Letter of Transmittal and the physical share certificates for cancellation to receive the applicable post-Consolidated Common Shares.
Non-registered or beneficial holders holding their Common Shares through a bank, broker or other nominee will not need to complete a Letter of Transmittal and should note that such banks, brokers or other nominees may have specific procedures for processing the Consolidation. Shareholders holding their Common Shares with such a bank, broker or nominee and who have any questions in this regard are encouraged to contact their nominee.
A copy of the Letter of Transmittal will be posted on the Company’s issuer profile on SEDAR at www.sedar.com.
- 2 -
The Company’s name and trading symbol will remain unchanged on the Nasdaq and the TSX as a consequence of the Consolidation.
Forward-Looking Statements
Statements in this news release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Neptune to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes”, “belief”, “expects”, “intends”, “projects”, “anticipates”, “will”, “should” or “plans” to be uncertain and forward-looking. Forward-looking statements relate to future events or future performance and reflect management’s expectations or beliefs regarding future events including, but not limited to, statements with respect to the completion of the Consolidation, including the timing thereof. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement and the “Cautionary Note Regarding Forward-Looking Information” section contained in Neptune’s latest Annual Information Form, which also forms part of Neptune’s latest annual report on Form 40-F, and which is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml. All forward-looking statements in this news release are made as of the date of this news release. Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Neither NASDAQ nor the Toronto Stock Exchange accepts responsibility for the adequacy or accuracy of this release.
About Neptune Wellness Solutions Inc.
Headquartered in Laval, Quebec, Neptune is a diversified health and wellness company with a mission to redefine health and wellness. Neptune is focused on building a portfolio of high quality, affordable consumer products in response to long-term secular trends and market demand for natural, plant-based, sustainable and purpose-driven lifestyle brands. The Company utilizes a highly flexible, cost-efficient manufacturing and supply chain infrastructure that can be scaled to quickly adapt to consumer demand and bring new products to market through its mass retail partners and e-commerce channels. For additional information, please visit: https://neptunewellness.com/.
Media Contacts:
media@neptunecorp.com
Jessica Adkins, SVP Corporate Communications
Neptune Wellness Solutions, Inc.
j.adkins@neptunecorp.com
Investor Contacts:
Morry Brown, VP Investor Relations
- 3 -
Neptune Wellness Solutions, Inc.
m.brown@neptunecorp.com
Valter Pinto
KCSA Strategic Communications
neptune@kcsa.com
212.896.1254
Neptune Wellness Solutions Inc. Completes Share Consolidation
LAVAL, QC, June 9, 2022 – Neptune Wellness Solutions Inc. (“Neptune” or the “Company”) (NASDAQ: NEPT) (TSX: NEPT), a diversified and fully integrated health and wellness company focused on plant-based, sustainable and purpose-driven lifestyle brands, announced today, further to its news release on June 8, 2022, the completion of the Company’s proposed consolidation of its common shares (the “Common Shares”) on the basis of one (1) post-consolidation Common Share for every thirty-five (35) pre-consolidation Common Shares (the “Consolidation”).
It is anticipated that the post-Consolidation Common Shares will commence trading on the NASDAQ and the TSX at the market open on or about June 13, 2022. The Company’s name and trading symbol remain unchanged on the NASDAQ and the TSX as a consequence of the Consolidation. The new CUSIP and ISIN numbers for the consolidated Common Shares are 64079L204 and CA64079L2049, respectively.
The Consolidation will reduce the number of Common Shares issued and outstanding from approximately 198 million Common Shares to approximately 5.7 million Common Shares. No fractional Common Shares will be issued in connection with the Consolidation. Each fractional Common Share remaining after completion of the Consolidation that is less than one (1) whole of a Common Share will be increased to one (1) whole Common Share.
The Company’s transfer agent, Computershare Investor Services Inc., acting as the exchange agent for the Consolidation, has mailed to all registered holders of Common Shares (the “Registered Holders”) a letter of transmittal (the “Letter of Transmittal”) that may be used by such Registered Holders to exchange their pre-Consolidation Common Share certificates for certificates in the capital of the Company representing the consolidated number of Common Shares. A copy of the Letter of Transmittal is available on the Company’s issuer profile on SEDAR at www.sedar.com.
Non-registered or beneficial holders holding their Common Shares through a bank, broker or other nominee do not need to complete a Letter of Transmittal and should note that such banks, brokers or other nominees may have specific procedures for processing the Consolidation. Shareholders holding their Common Shares with such a bank, broker or nominee and who have any questions in this regard are encouraged to contact their nominee.
Neither NASDAQ nor the Toronto Stock Exchange accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Statements in this news release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Neptune to be materially different from historical results or
- 2 -
from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes”, “belief”, “expects”, “intends”, “projects”, “anticipates”, “will”, “should” or “plans” to be uncertain and forward-looking. Forward-looking statements relate to future events or future performance and reflect management’s expectations or beliefs regarding future events including, but not limited to, statements with respect to the completion of the Consolidation, including the timing of commencement of trading of the post-Consolidation Common Shares. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement and the “Cautionary Note Regarding Forward-Looking Information” section contained in Neptune’s latest Annual Information Form, which also forms part of Neptune’s latest annual report on Form 40-F, and which is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml. All forward-looking statements in this news release are made as of the date of this news release. Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
About Neptune Wellness Solutions Inc.
Headquartered in Laval, Quebec, Neptune is a diversified health and wellness company with a mission to redefine health and wellness. Neptune is focused on building a portfolio of high quality, affordable consumer products in response to long-term secular trends and market demand for natural, plant-based, sustainable and purpose-driven lifestyle brands. The Company utilizes a highly flexible, cost-efficient manufacturing and supply chain infrastructure that can be scaled to quickly adapt to consumer demand and bring new products to market through its mass retail partners and e-commerce channels. For additional information, please visit: https://neptunewellness.com/.
Media Contacts:
media@neptunecorp.com
Jessica Adkins, SVP Corporate Communications
Neptune Wellness Solutions, Inc.
j.adkins@neptunecorp.com
Investor Contacts:
Morry Brown, VP Investor Relations
Neptune Wellness Solutions, Inc.
m.brown@neptunecorp.com
Valter Pinto
KCSA Strategic Communications
neptune@kcsa.com
212.896.1254