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 Registrant’s 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

  

Description of Exhibit

99.1    Notice of Change of Auditors dated September 23, 2021
99.2    Notice of Change of Auditors dated October 22, 2021
99.3    Letter dated September 28, 2021 from Ernst & Young LLP (the former auditor)
99.4    Letter dated October 25, 2021 from KPMG LLP (the successor auditor)

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 Auditor’s resignation as auditor of the Corporation.

 

  2.

The auditor’s 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 Corporation’s 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 auditor’s 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

 

LOGO

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,

 

LOGO

Ernst & Young LLP

c.c. The Board of Directors, Neptune Wellness Solutions Inc.

 

 

Société membre d’Ernst & Young Global Limited / A member firm of Ernst & Young Global Limited

Exhibit 99.4

 

LOGO

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 Neptune’s statements in item 4.

Yours very truly,

 

LOGO

 

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