SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: November 2021 | Commission File Number: 001-33526 |
NEPTUNE WELLNESS SOLUTIONS INC.
(Translation of Registrants name into English)
545 Promenade du Centropolis
Suite 100
Laval, Québec
Canada H7T 0A3
(Address of Principal Executive Office)
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 and the exhibit(s) hereto are hereby incorporated by reference into the Registration Statements on Form S-8 (File No. 333-189884 and No. 333-182617) of Neptune Wellness Solutions Inc.
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: November 4, 2021 | By: |
/s/ Randy Weaver |
||||
Name: | Randy Weaver | |||||
Title: | Interim Chief Financial Officer |
EXHIBIT INDEX
Exhibit 99.1
NOTICE OF CHANGE OF AUDITOR
Pursuant to NI 51-102 (Section 4.11)
TO: | Ernst & Young LLP | |
AND TO: |
Autorité des marchés financiers Alberta Securities Commission British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer Services Commission, New Brunswick The Manitoba Securities Commission Nova Scotia Securities Commission Nunavut Securities Office Office of the Superintendent of Securities, Northwest Territories Office of the Superintendent of Securities, Prince Edward Island Office of the Superintendent of Securities, Service Newfoundland and Labrador Office of the Yukon Superintendent of Securities Ontario Securities Commission |
Neptune Wellness Solutions Inc. (the Corporation) hereby gives notice pursuant to Section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations (NI 51-102) of the resignation of Ernst & Young LLP (the Former Auditor) as the auditor of the Corporation on September 23, 2021, on their own initiative. The Corporation confirms that:
1. |
The board of directors of the Corporation and its audit committee have considered the resignation of the Former Auditor and has accepted the Former Auditors resignation as auditor of the Corporation. |
2. |
The auditors report of the Former Auditor on the annual audited consolidated financial statements of the Corporation for the most recent financial years preceding the date of this notice, being the report for the financial year ended March 31, 2021, and with any subsequent period to date did not express any modified opinion. |
3. |
In the opinion of the Corporation, there are no reportable events as such term is defined in Section 4.11(1) of NI 51-102. |
DATED as of the 23rd day of September, 2021.
NEPTUNE WELLNESS SOLUTIONS INC. | ||
By: |
/s/ Toni Rinow |
|
Toni Rinow Chief Financial Officer |
Exhibit 99.2
NOTICE OF CHANGE OF AUDITOR
Pursuant to NI 51-102 (Section 4.11)
TO: |
KPMG LLP Ernst & Young LLP |
|
AND TO: |
Autorité des marchés financiers Alberta Securities Commission British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer Services Commission, New Brunswick The Manitoba Securities Commission Nova Scotia Securities Commission Nunavut Securities Office Office of the Superintendent of Securities, Northwest Territories Office of the Superintendent of Securities, Prince Edward Island Office of the Superintendent of Securities, Service Newfoundland and Labrador Office of the Yukon Superintendent of Securities Ontario Securities Commission |
Neptune Wellness Solutions Inc. (the Corporation) hereby gives notice pursuant to Section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations (NI 51-102) of the appointment of KPMG LLP (the Successor Auditor) as the auditor of the Corporation on October 22, 2021. A notice pursuant to Section 4.11 of NI51-102 was previously given in relation to the resignation of Ernst & Young LLP (the Former Auditor). The Corporation confirms that:
1. |
Following the resignation of the Former Auditor on its own initiative on September 21, 2021, which was accepted by the board of directors of the Corporation and its audit committee, the audit committee sought proposals to provide audit services for the financial year ending on March 31, 2022. |
2. |
The board of directors approved the recommendation of the audit committee and has appointed the Successor Auditor as the auditor of the Corporation for the Corporations financial year ending on March 31, 2022 or until the earlier appointment of an auditor of the Corporation by the shareholders of the Corporation. |
3. |
The auditors report of the Former Auditor on the annual audited consolidated financial statements of the Corporation for the most recent financial year preceding the date of this notice, being the report for the financial year ended March 31, 2021, and with any subsequent period to date did not express any modified opinion. |
4. |
In the opinion of the Corporation, there are no reportable events as such term is defined in Section 4.11(1) of NI 51-102. |
DATED as of the 22nd day of October, 2021.
NEPTUNE WELLNESS SOLUTIONS INC. | ||
By: |
/s/ Randy Weaver |
|
Randy Weaver Interim Chief Financial Officer |
Exhibit 99.3
September 28, 2021
Autorité des marchés financiers
Alberta Securities Commission
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Financial and Consumer Services Commission, New Brunswick
The Manitoba Securities Commission
Nova Scotia Securities Commission
Nunavut Securities Office
Office of the Superintendent of Securities, Northwest Territories
Office of the Superintendent of Securities, Prince Edward Island
Office of the Superintendent of Securities, Service Newfoundland and Labrador
Office of the Yukon Superintendent of Securities
Ontario Securities Commission
Re: Neptune Wellness Solutions Inc.
Notice of Change of Auditor dated September 23, 2021
Dear Sirs/Mesdames:
Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Notice of Change of Auditor and confirm our agreement with the information contained in the Notice pertaining to our firm.
Yours sincerely,
Ernst & Young LLP
c.c. The Board of Directors, Neptune Wellness Solutions Inc.
Société membre dErnst & Young Global Limited / A member firm of Ernst & Young Global Limited
Exhibit 99.4
KPMG LLP
600 de Maisonneuve Blvd West
Suite 1500, Tour KPMG
Montréal (Québec) H3A 0A3
Tel. 514-840-2100
Fax. 514-840-2187
www.kpmg.ca
To : Autorité des marchés financiers
Alberta Securities Commission
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Financial and Consumer Services Commission, New Brunswick
The Manitoba Securities Commission
Nova Scotia Securities Commission
Nunavut Securities Office
Office of the Superintendent of Securities, Northwest Territories
Office of the Superintendent of Securities, Prince Edward Island
Office of the Superintendent of Securities, Service Newfoundland and Labrador
Office of the Yukon Superintendent of Securities
Ontario Securities Commission
October 25, 2021
Dear Sir/Madam
Re: Notice of Change of Auditors of Neptune Wellness Solutions Inc.
We have read the Notice of Neptune Wellness Solutions Inc. dated October 22, 2021 and are in agreement with the statements contained in such Notice except that we are not in a position to agree or disagree with Neptunes statements in item 4.
Yours very truly,
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