SNDL 20-F DEF-14A Report Dec. 31, 2022 | Alphaminr

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SUNDIAL GROWERS INC.

20-Fs

20-F	Fiscal year ended Dec. 31, 2022
20-F	Fiscal year ended Dec. 31, 2021
20-F	Fiscal year ended Dec. 31, 2020
20-F	Fiscal year ended Dec. 31, 2019

CIK: 1766600
Filing Type: 20-F/A
Report Date: 2022-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1766600/000095017024034351/sndl-20221231.htm
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TABLE OF CONTENTS

Part I Item 1. Identity Of Directors, Senior Management and Advisers Item 1. Identity Of Directors, S Item 2. Offer Statistics and Expected Timetable Item 2. Offer Statistics Item 3. Key Information Item 3. Key Item 4. Information on The Company Item 4. Informatio Item 4A. Unresolved Staff Comments Item 4A. Unresolve Item 5. Operating and Financial Review and Prospects Item 5. Operating and Finan Item 6. Directors, Senior Management and Employees Item 6. Directors, Senior Item 7. Major Shareholders and Related Party Transactions Item 7. Major Shareholders and Item 8. Financial Information Item 8. Financia Item 9. The Offer and Listing Item 9. The Offe Item 10. Additional Information Item 10. Addition Item 11. Quantitative and Qualitative Disclosures About Market Risk Item 11. Quantitative and Qualitati Item 12. Description Of Securities Other Than Equity Securities Item 12. Description Of Securitie Part II Item 13. Defaults, Dividend Arrearages and Delinquencies Item 13. Defaults, Dividend Ar Item 14. Material Modifications To The Rights Of Security Holders and Use Of Proceeds Item 14. Material Modifications To The Right Item 15. Controls and Procedures Item 15. Controls Item 16A. Audit Committee Financial Expert Item 16A. Audit Commit Item 16B. Code Of Ethics Item 16B. Code Item 16C. Principal Accountant Fees and Services Item 16C. Principal Accou Item 16D. Exemptions From The Listing Standards For Audit Committees Item 16D. Exemptions From The Listin Item 16E. Purchases Of Equity Securities By The Issuer and Affiliated Purchasers Item 16E. Purchases Of Equity Securities B Item 16F. Change in Registrant S Certifying Accountant Item 16F. Change in Registra Item 16G. Corporate Governance Item 16G. Corpor Item 16H. Mine Safety Disclosure Item 16H. Mine Sa Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Part III Item 17. Financial Statements Item 17. Financi Item 18. Financial Statements Item 18. Financi Item 19. Exhibits Item 19. E

Exhibits

1.1 Articles of amalgamation of SNDL Inc., as currently in effect Filed together with this Annual Report on Form 20-F for the year ended December 31, 2022 1.2 Bylaws of SNDL Inc. as currently in effect Incorporated by reference to Exhibit 3.2 to the Registrants registration statement on Form F-1/A, filed with the SEC on July 30, 2019 2.1 Specimen Share Certificate Incorporated by reference to Exhibit 3.2 to the Registrants registration statement on Form F-1/A, filed with the SEC on July 30, 2019 2.2 Description of Securities of the Registrant Registered under Section 12 of the Exchange Act Incorporated by reference to Exhibit 2.4 to the Registrants annual report on Form 20-F, filed with the SEC on March 31, 2020 2.3 Securities Purchase Agreement dated as of June 5, 2020 by and among SNDL Inc. and each of the investors listed on the Schedule of Buyers attached thereto, including the forms of the related convertible notes, warrants and registration rights agreement Incorporated by reference to Exhibit 99.5 to the Registrants current report on Form 6-K, filed with the SEC on June 8, 2020 2.4 Form of Series A and B Warrants Incorporated by reference to Exhibit 99.1 to the Registrants current report on Form 6-K, filed with the SEC on August 18, 2020 2.5 Form of New Warrant Incorporated by reference to Exhibit 99.2 to the Registrants current report on Form 6-K, filed with the SEC on February 19, 2021 2.6 Amended and Restated Equity Distribution Agreement, by and between SNDL Inc. and A.G.P./Alliance Global Partners Incorporated by reference to Exhibit 99.1 to the Registrants current report on Form 6-K, filed with the SEC on January 21, 2021 4.1 Implementation Agreement, dated as of December 20, 2022, by and between SNDL Inc. and Nova Cannabis Inc., together with the agreed forms of Strategic Partnership Agreement, Amended and Restated Management and Administrative Services Agreement, Amended and Restated Investor Rights Agreement, Amended and Restated Collaboration and Financial Reporting Agreement and Grid Promissory Note Incorporated by reference to Exhibit 99.1 to the Registrants current report on Form 6-K, filed with the SEC on April 10, 2023 4.2 Amendment No. 1 to the Implementation Agreement, dated as of April 3, 2023, by and between SNDL Inc. and Nova Cannabis Inc Incorporated by reference to Exhibit 99.2 to the Registrants current report on Form 6-K, filed with the SEC on April 10, 2023 8.1 List of Subsidiaries Filed together with this Annual Report on Form 20-F for the year ended December 31, 2022 12.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed together with this Annual Report on Form 20-F for the year ended December 31, 2022 12.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed together with this Annual Report on Form 20-F for the year ended December 31, 2022 13.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed together with this Annual Report on Form 20-F for the year ended December 31, 2022 13.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed together with this Annual Report on Form 20-F for the year ended December 31, 2022 15.1 Managements Discussion and Analysis of Financial Condition and Results of Operations Filed together with this Annual Report on Form 20-F for the year ended December 31, 2022 15.2 Consent of Marcum LLP Filed together with this Annual Report on Form 20-F for the year ended December 31, 2022 15.3 Consent of KPMG LLP Filed together with this Annual Report on Form 20-F for the year ended December 31, 2022

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

FUND	NUMBER OF SHARES	VALUE ($)	PUT OR CALL

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS

Owner	Position	Direct Shares	Indirect Shares