UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 2)
or
For the fiscal year ended | Commission File Number: | ||||
(Exact name of registrant as specified in its charter)
N/A
(Translation of Registrant's name into English (if applicable))
Alberta, Canada
(Province or other jurisdiction of incorporation or organization)
5990
(Primary Standard Industrial Classification Code Number (if applicable))
N/A
(I.R.S. Employer Identification Number (if applicable))
(403 ) 770-9435
(Address and telephone number of Registrant’s principal executive offices)
(800 ) 300-5067
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Securities registered or to be 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:
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
The number of common shares of the issuer outstanding as of October 31, 2024 was 80,787,017
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 | NO ☐ | ||||
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes | NO ☐ | |||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
EXPLANATORY NOTE
High Tide Inc. (the “Corporation,” “Registrant,” or “High Tide”) is a “foreign private issuer” as defined in Rule 3b-4 under Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Exchange Act on Form 40-F pursuant to the multi-jurisdictional disclosure system (the “MJDS”) adopted by the United States Securities and Exchange Commission (the “SEC”). The Corporation's common shares are listed on the TSX Venture Exchange and the Nasdaq Capital Market (“NASDAQ”) under the trading symbol “HITI”.
The Corporation is filing this Amendment No. 2 (this “Amendment”) to its original Annual Report on Form 40-F for the year ended October 31, 2024, which was filed with the U.S. Securities and Exchange Commission on January 29, 2025 (the “Original 2024 Annual Report”), as amended by Amendment No. 1 filed with the U.S. Securities and Exchange Commission on January 30, 2025 (“Amendment No. 1” and together with the Original 2024 Annual Report, the “Annual Report”), in order to (i) refile Exhibit 99.8 to the Annual Report – Consent of Ernst & Young LLP, which inadvertently referenced the incorrect file number of the Corporation’s Form F-10 registration statement and (ii) in order to correct the labeling of Exhibit 99.3 in the top right hand corner of Exhibit 99.3.
In addition, as required by Rule 12b-15 of the U.S. Securities and Exchange Act of 1934 (the “Exchange Act”), a new certification by the Registrant’s principal executive officer and principal financial officer is filed herewith as Exhibits 99.4 and 99.5 to this Amendment, pursuant to Rule 13a-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment, paragraphs 3, 4 and 5 of the certifications have been omitted. The Registrant is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.
Except as described above, the Annual Report remains unchanged. In addition, this Amendment does not reflect events occurring after the filing of the Original 2024 Annual Report or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with the Annual Report and the Registrant’s other SEC filings.
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. 2 to the Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
DATED the 26th day of March, 2025. | ||||||||
| HIGH TIDE INC. | ||||||||
| By: | /s/ Raj Grover | |||||||
| Name: | Raj Grover | |||||||
| Title: | Founder, President and Chief Executive Officer | |||||||
EXHIBIT INDEX
| EXHIBIT | DESCRIPTION OF EXHIBIT | |||||||
| 97** | ||||||||
| 99.1** | ||||||||
| 99.2* | ||||||||
| 99.3*** | ||||||||
| 99.4*** | ||||||||
| 99.5*** | ||||||||
| 99.6** | ||||||||
| 99.7** | ||||||||
| 99.8*** | ||||||||
| 101.INS*** | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||
| 101.SCH*** | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL*** | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF*** | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB*** | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE*** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104*** | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Previously filed as an exhibit to the Original 2024 Annual Report.
** Previously filed as an exhibit to Amendment No. 1.
*** Filed as an exhibit to this Amendment.