SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
[ ] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
[X] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2019
Commission File Number 001-39152
FSD PHARMA INC.
(Exact name of registrant as specified in its charter)
(Province or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
520 William Street
Cobourg, ON K9A 3A5
Telephone: (416) 854-8884
(Address and telephone number of registrant's principal executive offices)
CT Corporation System
28 Liberty Street
New York, New York 10005
Telephone: (212) 894-8940
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Class B Subordinate Voting Shares, no par value
The Nasdaq Stock Market LLC
Securities 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:
[X] Annual Information Form
[X] Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the registrant's classes of capital or common stock as of the close of the period covered by the annual report: 7,056,245
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 [X] No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
[X] 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 [X]
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. [ ]
This Amendment No. 1 to the Annual Report on Form 40-F ("Amendment No. 1") amends the Annual Report on Form 40-F of FSD Pharma Inc. (the "Registrant") for the year ended December 31, 2019, which was originally filed with the U.S. Securities and Exchange Commission ("SEC") on March 4, 2020 (the "Original Annual Report"). This Amendment No. 1 is being filed solely to include the report of the Registrant's predecessor auditor in respect of the year ended December 31, 2018 in the Audited Consolidated Financial Statements for the years ended December 31, 2019 and 2018, in accordance with applicable Canadian securities laws.
Except as described above, the Original Annual Report remains unchanged. This Amendment No. 1 does not reflect events occurring after the filing of the Original Annual Report, or modify or update those disclosures. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report.
The following documents are being filed with the Commission as exhibits to this Amendment No. 1 to the Annual Report on Form 40-F.
|99.1*||Annual Information Form for the year ended December 31, 2019|
|99.2**||Audited Consolidated Financial Statements for the years ended December 31, 2019 and 2018 and auditor's report thereon|
|99.3*||Audited Consolidated Financial Statements for the years ended December 31, 2018 and 2017 and auditor's report thereon|
|99.4*||Management's Discussion and Analysis for the year ended December 31, 2019|
|99.5**||Certifications of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934|
|99.6**||Certifications of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934|
|99.7**||Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002|
|99.8**||Certifications of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002|
|99.9**||Consent of McGovern Hurley LLP|
|99.10**||Consent of MNP LLP|
|101||Interactive Data File|
|101.INS||XBRL Instance Document|
|101.SCH||XBRL Taxonomy Extension Schema Document|
|101.CAL||XBRL Taxonomy Extension Calculation Linkbase Document|
|101.DEF||XBRL Taxonomy Extension Definition Linkbase Document|
|101.LAB||XBRL Taxonomy Extension Label Linkbase Document|
|101.PRE||XBRL Taxonomy Extension Presentation Linkbase Document|
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
|FSD PHARMA INC.|
|By:||/s/ Raza Bokhari|
|Title:||Chief Executive Officer and
Date: March 17, 2020