Item 5.08 Shareholder Director Nominations.
Neptune Wellness Solutions Inc. (“we” or the “Company”) anticipates that its
2022 annual general meeting of shareholders (the “Annual Meeting”) will be held
on or about Tuesday, September 27, 2022.
The deadline for submission of proposals by shareholders for inclusion in the
Company’s proxy materials in accordance with Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), will be the close of
business on August 5, 2022, which the Company has determined to be a reasonable
time before it expects to begin to print and distribute its proxy materials
prior to the Annual Meeting. Any such proposal must also meet the requirements
set forth in the rules and regulations of the Exchange Act in order to be
eligible for inclusion in the proxy materials for the Annual Meeting.
In connection with a September 27, 2022 Annual Meeting an in accordance with the
Company’s Advance Notice By-Law, any shareholder who intends to nominate a
person for election as a director must provide notice (“Shareholder Notice”) to
the Secretary of the Company no earlier than Sunday, July 24, 2022 and no later
than Sunday, August 28, 2022. Any Shareholder Notice must comply with the
specific requirements set forth in the Company’s Advance Notice By-law in order
to be considered at the Annual Meeting. The Shareholder Notice must be in proper
form as specified in the Company’s Advance Notice By-Law and delivered to the
Corporate Secretary at the Company’s principal executive offices in accordance
with the By-laws by the deadline noted above.
Item 7.01 Regulation FD Disclosure.
The Company transitioned from International Financial Reporting Standards
(“IFRS”) to accounting principles generally accepted in the United States (“U.S.
GAAP”). We are filing this Current Report on Form 8-K to amend our unaudited
condensed consolidated interim financial statements for (i) the three months
ended June 30, 2021, (ii) the three and six months ended September 30, 2021 and
(iii) the three and nine months ended December 31, 2021 (collectively, the
“FY2022 Interim Financial Statements”), to reflect the Company’s transition to
U.S. GAAP. The original FY 2022 Interim Financial Statements were filed on Form
6-K on August 12, 2021, November 15, 2021 and February 10, 2022, respectively,
Except for changes related to the Company’s adoption of U.S. GAAP, this Form 8-K
does not reflect events occurring after the filing of each original FY 2022
Interim Financial Statement. The amended FY2022 Interim Financial Statements
attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 supersede the
original FY2022 Interim Financial Statements.
Item 8.01 Other Events.
On July 20 2022, the Company issued a press release to provide a distribution
update for Sprout Organics, Inc., a subsidiary of the Company. A copy of the
press release is furnished hereto as Exhibit 99.4.
The information provided in Item 7.01 and Exhibit 99.1, Exhibit 99.2, Exhibit
99.3 and Exhibit 99.4 is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section. Such
information shall not be deemed incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing, except as otherwise expressly set forth
by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Interim Condensed Consolidated Financial Statements (unaudited) for the three months ended June 30, 2021 99.2 Interim Condensed Consolidated Financial Statements (unaudited) for the three and six months ended September 30, 2021 99.3 Interim Condensed Consolidated Financial Statements (unaudited) for the three and nine months ended December 31, 2021 99.4 Press release, dated July 20, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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