SNDL Inc. Files 6-K Report

Ticker: SNDL · Form: 6-K · Filed: 2024-08-22T00:00:00.000Z

Sentiment: neutral

Topics: filing, compliance, registration

TL;DR

SNDL Inc. filed a standard 6-K, incorporating past filings into active registration statements.

AI Summary

SNDL Inc. filed a Form 6-K on August 22, 2024, to report its status as a foreign private issuer. The company, formerly known as Sundial Growers Inc., is incorporated in Alberta, Canada, and its fiscal year ends on December 31. This filing is incorporated by reference into several of SNDL's existing registration statements on Forms F-3 and S-8.

Why It Matters

This filing is a routine disclosure for foreign private issuers and serves to incorporate previous filings into active registration statements, ensuring ongoing compliance.

Risk Assessment

Risk Level: low — This is a routine administrative filing and does not contain new financial or operational information that would typically impact risk.

Key Players & Entities

FAQ

What is the purpose of this Form 6-K filing by SNDL Inc.?

The Form 6-K is a Report of Foreign Private Issuer filed for the month of August 2024, and it is incorporated by reference into SNDL Inc.'s existing registration statements.

What was SNDL Inc.'s former company name?

SNDL Inc.'s former company name was Sundial Growers Inc., with a date of name change on January 31, 2019.

What is the fiscal year end for SNDL Inc.?

SNDL Inc.'s fiscal year ends on December 31.

Which registration statements does this 6-K filing get incorporated into?

This filing is incorporated by reference into SNDL Inc.'s registration statements on Form F-3 (File No. 333-253813) and Form S-8 (File Nos. 333-233156, 333-262233, 333-267510, 333-269242, and 333-278683).

Where is SNDL Inc. incorporated and what is its principal executive office address?

SNDL Inc. is incorporated in Alberta, Canada (A0), and its principal executive offices are located at #300, 919 - 11 Avenue SW, Calgary, AB T2R 1P3.

From the Filing

0000947871-24-000715.txt : 20240822 0000947871-24-000715.hdr.sgml : 20240822 20240822165306 ACCESSION NUMBER: 0000947871-24-000715 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20240822 FILED AS OF DATE: 20240822 DATE AS OF CHANGE: 20240822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SNDL Inc. CENTRAL INDEX KEY: 0001766600 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39005 FILM NUMBER: 241232614 BUSINESS ADDRESS: STREET 1: 919 11 AVENUE SW STREET 2: SUITE 300 CITY: CALGARY STATE: A0 ZIP: T2R1P3 BUSINESS PHONE: 14039485227 MAIL ADDRESS: STREET 1: 919 11 AVENUE SW STREET 2: SUITE 300 CITY: CALGARY STATE: A0 ZIP: T2R1P3 FORMER COMPANY: FORMER CONFORMED NAME: Sundial Growers Inc. DATE OF NAME CHANGE: 20190131 6-K 1 ss3778570_6k.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number 001-39005 SNDL INC. (Registrant’s name) #300, 919 - 11 Avenue SW Calgary, AB T2R 1P3 Tel.: (403) 948-5227 (Address of principal executive offices) 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 ☒ INCORPORATION BY REFERENCE This report on Form 6-K shall be deemed to be incorporated by reference in SNDL Inc.’s registration statements on Form F-3 (File No. 333-253813) and Form S-8 (File No. 333-233156, File No. 333-262233, File No. 333-267510, File No. 333-269242 and File No. 333-278683) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. SIGNATURES 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. SNDL INC. Date: August 22, 2024 By: /s/ Matthew Husson Name: Matthew Husson Title: General Counsel & Corporate Secretary EXHIBIT Exhibit Description of Exhibit 99.1 Material Change Report, dated August 22, 2024 99.2 Arrangement Agreement, dated August 12, 2024, by and between SNDL Inc. and Nova Cannabis Inc. 99.3 Voting Support Agreement, dated August 12, 2024, by and between SNDL Inc. and Cannell Capital, LLC 99.4 Form of Voting Support Agreement (with directors and executive officers of Nova Cannabis Inc.) EX-99.1 2 ss3778570_ex9901.htm MATERIAL CHANGE REPORT Exhibit 99.1 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1. Name and Address of Company SNDL Inc. (“ SNDL ”) 919 - 11 Avenue SW, Suite 300 Calgary, AB T2R 1P3 Item 2. Date of Material Change August 12, 2024 Item 3. News Release A joint news release disclosing the material change described herein was issued and disseminated by SNDL and Nova Cannabis Inc. (“ Nova ”, and together with Nova, the “ Parties ”, and each is a “ Party ”) on August 13, 2024 through the facilities of recognized newswire services. The news release was subsequently filed on SNDL’s SEDAR+ profile at www.sedarplus.ca . Item 4. Summary of Material Change On August 12, 2024, SNDL entered into an arrangement agreement (the “ Arrangement Agreement ”) with Nova pursuant to which SNDL will acquire all of the issued and outstanding common shares in the capital of Nova (“ Nova Shares ”) by way of a statutory plan of arrangement (the “ Arrangement ”) under section 193 of the Business Corporations Act (Alberta) (the “ ABCA ”). Under the Arrangement, holders of Nova Shares (other than SNDL and its subsidiaries that hold Nova Shares) (

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