Neptune Wellness Solutions Inc. (“Neptune” or the “Company”) (NASDAQ: NEPT) (TSX: NEPT), a diversified and fully integrated health and wellness company focused on plant-based, sustainable and purpose-driven lifestyle brands, today is providing an update to its previously disclosed management cease trade order, announced on June 24, 2021, in respect of the audited annual financial statements, corresponding management discussion and analysis and annual information form for the year ended March 31, 2021, including the related CEO and CFO certifications (collectively the “Annual Filings“), that were not filed by the required filing deadline of June 30, 2021. In addition, due to the delayed filing, the Company received on July 2, 2021 a letter (the “Letter“) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq“) notifying the Company that it was not in compliance with the requirements of Nasdaq Listing Rule 5250(c)(1) as a result of not having timely filed its Annual Report on Form 40-F for the fiscal year ended March 31, 2021 (the “Form 40-F“). The Letter has no immediate effect on the listing or trading of NEPT’s common shares on the Nasdaq Capital Market. The Letter states that the Company is required to submit a plan to regain compliance with Rule 5250(c)(1) by August 31, 2021. If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date of the Form 40-F to regain compliance.
The delay is due primarily to additional information, arising from two transactions with new customers, necessary in order to determine the appropriate accounting treatment, and to complete the audit. Management and the audit committee, continue to work towards the completion of the Annual Filings, and cooperate with its auditors to provide all necessary information to complete the audit as soon as possible.
The Company expects that Annual Filings and its Form 40-F will be filed on or about July 15, 2021. Following the release of the Annual Filings and its Form 40-F, the Company will host a conference call to discuss financials and provide a business update. Details of the time and date for the earnings call will be announced in due course.
The Company has applied to, and received from, the applicable Canadian securities regulatory authorities a management cease trade order (“MCTO“).
The Company is providing this status update in accordance with National Policy 12-203 (“NP 12-203“). The Company reports that: (i) there are no changes to the information contained in its default announcement on June 24, 2021, that would reasonably be expected to be material to an investor; (ii) the Company is satisfying and confirms that it intends to continue to satisfy the provisions of the alternative information guidelines set out under NP 12-203 and issue bi-weekly default status reports for so long as the delay in filing the Annual Filings is continuing, which will be issued in the form of a news release; (iii) there has not been any other specified default by the Company under NP 12-203; and (iv) there is no material information concerning the affairs of the Company that has not been generally disclosed.
The MCTO does not affect the ability of shareholders who are not insiders of the Company to trade their securities. However, the applicable Canadian securities regulatory authorities could determine, in their discretion, that it would be appropriate to issue a general cease trade order against the Company affecting all of the securities of the Company.
