Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 05, 2023

NEPTUNE WELLNESS SOLUTIONS INC.

(Exact name of Registrant as Specified in Its Charter)


Quebec	001-33526	00-0000000
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

545 Promenade du Centropolis Suite 100
Laval, Quebec		H7T 0A3
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 450  687-2262

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value per share	NEPT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, 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. ☐

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On September 5, 2023, the Audit Committee of the Board of Directors of Neptune Wellness Solutions Inc. (the "Company"), based on the recommendation of management and after consultation with the Company's independent registered public accounting firm, determined that the accounting policy change included in the Company's interim financial statements for the period ended June 30, 2023 should not have been implemented, resulting in a correction to the recasting of the prior year numbers. The decision was made to keep cost of sales and selling, general and administrative expenses consistent with the prior year. The effect of the restatement is to increase cost of sales by $1,468,648 with an offsetting decrease in selling, general and administrative expense for the three month period ended June 30, 2023, and a decrease in cost of sales by $1,585,120 with an offsetting increase in selling, general and administrative expense for the three month period ended June 30, 2022. There was no effect on net loss, cash flows or financial position as a result of this restatement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 6, 2023, the Company filed Articles of Amendment to the Articles of Incorporation of the Company to effect a 1-for-40 share consolidation (the "share consolidation") of the common shares of the Company (the "Common Shares"). Each fractional Common Share remaining after completion of the share consolidation that is less than one (1) whole of a Common Share was increased to one (1) whole Common Share. The Common Shares began trading on a share consolidation-adjusted basis on the Nasdaq Capital Market on September 8, 2023. The trading symbol for the Common Shares will remain "NEPT." The Common Shares were assigned a new CUSIP number (64079L303) following the share consolidation.

The Company will adjust the number of shares available for future grants under its stock option plan and equity incentive plan and will also adjust the number of outstanding awards, the exercise price per common share of outstanding stock options and other terms of outstanding awards issued to reflect the effects of the share consolidation.

The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On September 7, 2023, the Company received final approval of the previously-announced settlement of a putatitive shareholder class action lawsuit filed against the Company and certain of its current and former officers and directors, captioned Gong v. Neptune Wellness Solutions, Inc. (Case No. 2:21-cv-01386-ENV-ARL). Pursuant to this settlement, the Company will be required to issue common shares worth $2.75 million within 31 days of the date of final approval.

On September 7, 2023, he Company issued a press release announcing the completion of the share consolidation. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
3.1		Translation of Articles of Amendment to the Articles of Incorporation of Neptune Wellness Solutions Inc.
99.1		Press release issued by the Company, dated September 7, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.


			Neptune Wellness Solutions Inc.

Date:	September 8, 2023	By:	/s/ Lisa Gainsborg
			Lisa Gainsborg Interim Chief Financial Officer

Exhibit 3.1

UNOFFICIAL TRANSLATION PREPARED BY OSLER

CERTIFICATE OF AMENDMENT

Business Corporations Act (CQLR, chapter S-31.1)

I attest that the legal person

NEPTUNE SOLUTIONS BIEN-ÊTRE INC.

and its version

NEPTUNE WELLNESS SOLUTIONS INC.

has modified its articles pursuant to the Business Corporations Act (Québec) to integrate the changes outlined in the attached articles.

September 6, 2023

Filed in the register on September 6, 2023 under the Québec Registration Number 1148070734.

(Signed)

Registraire des entreprises

LEGAL_1:82000679.1

Registraire des entreprises

REZ-909 (2017-04)
 
Page 1 of 1

Articles of Amendment

 
 
Business Corporations Act (Québec)

Québec Enterprise Number:
1148070734

Information about the business

NEPTUNE SOLUTIONS BIEN-ÊTRE INC.

Version(s) of the name of the corporation in any other language other than French, if applicable NEPTUNE WELLNESS SOLUTIONS INC.

Amendment to Articles

2.1

Amendment to Name

2.2

Other Amendments

See Schedule Attached.

2.3. Date and Time of certificate, if applicable

Date: Time:

Correction of Articles

Signature

Last name and first name of the authorized officer or director: Christopher Piazza

Electonic signature of:

Christopher Piazza

Reserved for the administration

Reference number of request: 020200105070409 Numeric designation:

LEGAL_1:82000671.1

SCHEDULE TO ARTICLES OF AMENDMENT

NEPTUNE SOLUTIONS BIEN-ÊTRE INC. NEPTUNE WELLNESS SOLUTIONS INC.

(the “Corporation”)

As of the date of the issuance of a Certificate of Amendment confirming the present Articles of Amendment, all of the issued and outstanding common shares (the “Common Shares”) in the capital of the Corporation are consolidated (the “Consolidation”) on the bases of one (1) post- Consolidation Common Share for every forty (40) pre-Consolidation Common Shares (provided that each fractional Common Share that results from the Consolidation shall be rounded up to the nearest whole number).

LEGAL_1:81523398.1

Exhibit 99.1

Neptune Wellness Solutions Inc. Completes Share Consolidation

LAVAL, QC, September 7, 2023 – Neptune Wellness Solutions Inc. (“Neptune” or the “Company”) (NASDAQ: NEPT), a consumer-packaged goods company focused on plant-based, sustainable and purpose-driven lifestyle brands, announced today, further to its news release on August 22, 2023, the completion of the Company’s proposed consolidation of its common shares (the “Common Shares”) on the basis of one (1) post-consolidation Common Share for every forty (40) pre-consolidation Common Shares (the “Consolidation”).

It is anticipated that the post-Consolidation Common Shares will commence trading on the NASDAQ at the market open on or about September 8, 2023. The Company's name and trading symbol remain unchanged on the NASDAQ as a consequence of the Consolidation. The new CUSIP and ISIN numbers for the consolidated Common Shares are 64079L303 and CA64079L3039, respectively.

The Consolidation will reduce the number of Common Shares issued and outstanding from approximately 24.1 million Common Shares to approximately 0.6 million Common Shares. Each fractional Common Share remaining after completion of the Consolidation that is less than one (1) whole of a Common Share will be increased to one (1) whole Common Share.

The Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), acting as the exchange agent for the Consolidation, has mailed to all registered holders of Common Shares (the "Registered Holders") a letter of transmittal (the "Letter of Transmittal") that may be used by such Registered Holders to exchange their pre-Consolidation Common Share certificates for certificates in the capital of the Company representing the consolidated number of Common Shares. A copy of the Letter of Transmittal is available on the Company's issuer profile on SEDAR at www.sedar.com.

Non-registered or beneficial holders holding their Common Shares through a bank, broker or other nominee do not need to complete a Letter of Transmittal and should note that such banks, brokers or other nominees may have specific procedures for processing the Consolidation. Shareholders holding their Common Shares with such a bank, broker or nominee and who have any questions in this regard are encouraged to contact their nominee.

Forward-Looking Statements

Statements in this news release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Neptune to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes”, “belief”, “expects”, “intends”, “projects”, “anticipates”, “will”, “should” or “plans” to be uncertain and forward-looking. Forward-looking

- 2 -

statements relate to future events or future performance and reflect management’s expectations or beliefs regarding future events including, but not limited to, statements with respect to the completion of the Consolidation, including the timing thereof. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement and the "Cautionary Note Regarding Forward-Looking Information" section contained in Neptune's latest Annual Report on Form 10-K and it subsequent filings, which are available on EDGAR at www.sec.gov/edgar.shtml. All forward-looking statements in this news release are made as of the date of this news release. Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

About Neptune Wellness Solutions Inc.

Neptune is a consumer-packaged goods company that aims to innovate health and wellness products. Founded in 1998 and headquartered in Laval, Quebec with a United States headquarters in Jupiter, Florida, the company focuses on developing a portfolio of high-quality, affordable consumer products that align with the latest market trends for natural, sustainable, plant-based and purpose-driven lifestyle brands. The company's products are available in more than 29,000 retail locations and include well-known organic food and beverage brands such as Sprout Organics, Nosh, and Nurturme, as well as nutraceuticals brands like Biodroga and Forest Remedies. With its efficient and adaptable manufacturing and supply chain infrastructure, the company can quickly respond to consumer demand, and introduce new products through retail partners and e-commerce channels. Please visit neptunewellness.com for more details.

Document And Entity Information	Sep. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Document Period End Date	Sep. 05, 2023
Entity Registrant Name	NEPTUNE WELLNESS SOLUTIONS INC.
Entity Central Index Key	0001401395
Entity Emerging Growth Company	false
Securities Act File Number	001-33526
Entity Incorporation, State or Country Code	A8
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	545 Promenade du Centropolis
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Laval
Entity Address, State or Province	QC
Entity Address, Postal Zip Code	H7T 0A3
City Area Code	450
Local Phone Number	687-2262
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value per share
Trading Symbol	NEPT
Security Exchange Name	NASDAQ