UNITED
STATES
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 April 2020
Commission File No. 001-38691
AURORA CANNABIS INC.
(Translation of registrant's name into English)
500 - 10355 Jasper Avenue
Edmonton, Alberta, T5J 1Y6, Canada
(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) ☐
SUBMITTED HEREWITH
Exhibits | Description | |
99.1 | Material Change Report dated April 21, 2020 |
SIGNATURE
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.
AURORA CANNABIS INC.
/s/ Glen Ibbott
Glen Ibbott
Chief Financial Officer
Date: April 21, 2020
Exhibit 99.1
Form 51–102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Aurora Cannabis Inc. (“Aurora” or the “Company”) 500 - 10355 Jasper Avenue
Edmonton, Alberta T5J 1Y6
Item 2. Date of Material Change
April 13, 2020
Item 3. News Release
A news release announcing the material change referred to in this report was disseminated on April 13, 2020 and filed on SEDAR under Aurora’s profile on the same date.
Item 4. Summary of Material Change
The Company announced that, among other things, it received notification (the “NYSE Notification”) from the New York Stock Exchange (“NYSE”) that, as a result of the Company’s common share (the “Common Shares”) price falling below an average of US$1.00 for a consecutive 30 trading-day period, it is not in compliance with one of the NYSE’s continued listing standards. In response to the NYSE Notification, the Company announced a plan to consolidate all of its outstanding Common Shares on the basis of 1 Common Share for every 12 Common Shares currently outstanding (the “Consolidation”), with such Consolidation to be effective on or about May 11, 2020 (the “Effective Date”). The Consolidation and the timing of the Effective Date are subject to the approval of both the NYSE and the Toronto Stock Exchange (the “TSX”). The Company expects the Consolidation to restore compliance with the NYSE’s continued listing standards.
Item 5. Full Description of Material Change
5.1 | Full Description of Material Change |
The Company’s Board of Directors has approved the Consolidation to be effective on or about the Effective Date and on such date the Company expects to begin trading on the NYSE and the TSX on a post-Consolidation basis. The Consolidation and the timing of the Effective Date are subject to the approval of both the NYSE and TSX.
The Company currently has 1,313,494,990 Common Shares outstanding and, assuming no additional Common Shares are issued prior to the Consolidation, the Consolidation will reduce the issued and outstanding Common Shares to approximately 109,457,915 Common Shares.
The Company will not be issuing fractional post-Consolidation Common Shares in connection with the Consolidation. Where the Consolidation would otherwise result in a shareholder being entitled to a fractional Common Share, the number of post-Consolidation Common Shares issued to such holder of Common Shares shall be rounded up or down to the nearest whole number of Common Shares.
A letter of transmittal (a “Letter of Transmittal”) with respect to the Consolidation will be mailed to registered shareholders of the Company. All registered shareholders with physical certificates will be required to send their certificates representing pre-Consolidation Common Shares along with a completed Letter of Transmittal to the Company’s transfer agent, Computershare Trust Company of Canada (“Computershare”), in accordance with the instructions provided in the Letter of Transmittal. Additional copies of the Letter of Transmittal can be obtained through Computershare. All shareholders who submit a duly completed Letter of Transmittal along with their pre-Consolidation Common Share certificate(s) to Computershare will receive a post-Consolidation Common Share certificate. Shareholders who hold their Common Shares through a broker or other intermediary and do not have Common Shares registered in their name will not need to complete a Letter of Transmittal.
The exercise or conversion price and the number of Common Shares issuable under any of the Company’s outstanding warrants, convertible debentures, stock options and securities convertible in Common Shares will be proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof.
On April 8, 2020, the Company received notification from the NYSE that, as a result of its Common Share price falling below an average of US$1.00 for a consecutive 30 trading-day period, it is not in compliance with one of the NYSE’s continued listing standards. The Company’s Consolidation plan above is in response to this notification received. The Company expects the Consolidation to restore compliance with the NYSE’s continued listing standards, and to continue to provide access to a broad universe of investors, access to equity capital and trading liquidity. Non-compliance with the NYSE’s price listing standard does not affect the Company’s business operations or its reporting requirements to any regulatory authorities, nor does it breach or cause an event of default under any of the Company’s agreements with its lenders. In addition, non-compliance with the NYSE price listing standard does not affect the continued listing and trading of the Common Shares on the TSX.
5.2 | Disclosure for Restructuring Transactions |
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102
Not applicable.
Item 7. Omitted Information
None.
Item 8. Executive Officers
The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:
Michael Singer, Executive Chairman and Interim
CEO
Telephone: 1-855-279-4652
Item 9. Date of Report
April 21, 2020