UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM 40-F

[  ]    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

[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)

Ontario, Canada

2833

N/A

(Province or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code)

(I.R.S. Employer

Identification No.)

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:

Title of Each Class:

Trading Symbol(s)

Name of Each Exchange On Which Registered:

Class B Subordinate Voting Shares, no par value

HUGE

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. [  ]


EXPLANATORY NOTE

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.


EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this Amendment No. 1 to the Annual Report on Form 40-F.

Exhibits Documents
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

*    Previously filed.
**  Filed herewith.


SIGNATURES

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
  Name: Raza Bokhari
  Title: Chief Executive Officer and
Executive Co-Chairman

Date:  March 17, 2020