UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the fiscal year ended September 30, 2024 | Commission File Number 001-38885 |
ORGANIGRAM HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
|
Canada |
2833 |
N/A |
|
(Province or Other Jurisdiction of
|
(Primary Standard Industrial
|
(I.R.S. Employer Identification No.) |
1400-145 King Street West
Toronto, Ontario
Canada M5H 1J8
Tel: 1-855-961-9420
(Address and telephone number of Registrant's principal executive offices)
CORPORATION SERVICE COMPANY
251 Little Falls Drive
County of New Castle
Wilmington, Delaware 19808
Tel: 1-800-927-9800
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
|
Common Shares |
OGI |
NASDAQ Global Select Market |
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
For annual reports, indicate by check mark the information filed with this Form:
| ☑ Annual Information Form | ☑ Audited Annual Financial Statements |
Indicate the number of outstanding shares of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report: 108,585,492
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files).
☑ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
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 provided 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).
☐
EXPLANATORY NOTE
We are filing this amendment No. 1 to our Annual Report on Form 40-F for the fiscal year ended September 30, 2024, as originally filed with the Securities and Exchange Commission on December 18, 2024 (the "Original Filing"), for the purposes of:
1. Correcting disclosure concerning our Company's outstanding share data in the Management's Discussion and Analysis for the twelve months ended September 30, 2024 (included as Exhibit 99.5 to the Original Filing);
2. Correcting the date on the cover page of the Annual Information Form of the Company for the twelve months ended September 30, 2024 (included as Exhibit 99.6 to the Original Filing) from December 11, 2024, to December 18, 2024 ; and
3. C orrecting disclosure concerning our Company’s outstanding share data in the news release dated December 18, 2024 (included as Exhibit 99.11 to the Original Filing).
Corrected copies of each of the documents referenced in paragraph 1 through 4 above are included as Exhibits 99.5, 99.6 and 99.11 hereto, respectively.
No other changes have been made to the Original Filing or any other exhibits. This Amendment speaks as of the filing date of the Original Filing and does not reflect events occurring after the original filing date or modify or update those disclosures that may be affected by subsequent events.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 20, 2024 | Organigram Holdings Inc. | |
| By: | /s/ Greg Guyatt | |
| Greg Guyatt | ||
| Chief Financial Officer | ||
Exhibit Index
* Previously filed
+ Filed herewith