UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2024
Commission File Number: 001-38885
ORGANIGRAM HOLDINGS INC.
(Translation of registrant’s name into English)
145 King Street West, Suite 1400
Toronto, Ontario, Canada M5H 1J8
(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 [ X ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SUBMITTED HEREWITH
Exhibits
| | | | | |
| Notice of Change of Auditor dated June 28, 2024
|
| Letter from KPMG LLP addressed to the Canadian Securities Commissions dated July 5, 2024
|
| Letter from PKF O’Connor Davies, LLP addressed to the Canadian Securities Commissions dated July 5, 2024
|
SIGNATURE
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.
ORGANIGRAM HOLDINGS INC.
/s/ Greg Guyatt
Greg Guyatt
Chief Financial Officer
Date: July 12, 2024
NOTICE OF CHANGE OF AUDITOR
(National Instrument 51-102)
TO: PKF O’Connor Davies, LLP (“Successor Auditor”)
AND TO: KPMG LLP (“Predecessor Auditor”)
AND TO:
Ontario Securities Commission
New Brunswick Financial and Consumer Services Commission
British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Autorité des marchés financiers
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Government of Prince Edward Island
Service NL, Financial Services Regulation Division
Office of the Superintendent of Securities, Government of the Northwest Territories
Office of the Superintendent of Securities, Government of Nunavut
Office of the Superintendent of Securities, Government of Yukon
__________________________________________________________________________________
Organigram Holdings Inc. (the “Corporation”) hereby gives the following notice of a change of auditor of the Corporation in accordance with Section 4.11(6) of Part 4 of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”):
1. On April 16, 2024 KPMG LLP provided the Corporation with notice that it would not stand for reappointment as auditor of the Corporation for the 2025 Fiscal Year. KPMG LLP indicated that its notification was a result of its decision to cease providing financial statement audit services to companies in the cannabis industry, regardless of the jurisdiction in which they operate.
2. KPMG LLP did not seek the Company’s consent to its decision to not stand for re-appointment as the Company’s independent registered public accounting firm. As a result, neither the Company’s Board of Directors nor the Audit Committee of the Company’s Board of Directors participated in KPMG LLP’s decision.
3. The Company’s Board of Directors and Audit Committee have approved the appointment of PKF O’Connor Davies, LLP as Successor Auditor effective June 28, 2024.
4. KPMG LLP issued unqualified reports on the Company’s consolidated financial statements for the fiscal years ended September 30, 2023 and August 31, 2022. KPMG LLP issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting for the fiscal years ended September 30, 2023 and August 31, 2022 due to the existence of material weaknesses.
5. There have been no “reportable events” (as defined in Section 4.11 of NI 51-102).
The Company has requested from PKF O’Connor Davies, LLP a letter addressed to the securities regulatory authorities of each of the provinces and territories of Canada, stating whether or not they agree, disagree or have no basis to agree or disagree with the above statements. The Company has requested from KPMG LLP a similar letter. A copy of such letters will be filed on SEDAR+. The Audit Committee has approved this Notice of Change of Auditor.
DATED at the City of Toronto, in the Province of Ontario, this 28th day of June, 2024.
ORGANIGRAM HOLDINGS INC.
“Greg Guyatt”
_____________________________
Greg Guyatt
Chief Financial Officer
KPMG LLP
100 New Park Place, Suite 1400
Vaughan, ON L4K 0J3
Tel 905-265 5900
Fax 905-265 6390
www.kpmg.ca
Alberta Securities Commission
Autorité des marchés financiers
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
New Brunswick Financial and Consumer Services Commission
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Government of Prince Edward Island
Office of the Superintendent of Securities, Government of the Northwest Territories
Office of the Superintendent of Securities, Government of Nunavut
Office of the Superintendent of Securities, Government of Yukon
Ontario Securities Commission
Service NL, Financial Services Regulation Division
The Manitoba Securities Commission
July 5, 2024
Dear Sir/Madam
Re: Notice of Change of Auditors of Organigram Holdings Inc.
We have read the Notice of Organigram Holdings Inc. dated June 28, 2024, and are in agreement with the statements contained in such Notice except that we are not in a position to agree or disagree with Organigram Holdings Inc.'s statement that there have been no "consultations" as defined in Section 4.11 of NI 51-102.
Yours very truly,
Chartered Professional Accountants, Licensed Public Accountants
| | |
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP. Document classification: KPMG Confidential |
July 5, 2024
Ontario Securities Commission
New Brunswick Financial and Consumer Services Commission
British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Autorité des marchés financiers
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Government of Prince Edward Island
Service NL, Financial Services Regulation Division
Office of the Superintendent of Securities, Government of the Northwest Territories
Office of the Superintendent of Securities, Government of Nunavut
Office of the Superintendent of Securities, Government of Yukon
(collectively, the “Securities Regulators”)
Dear Sir/Madam
Re: Notice of Change of Auditors of Organigram Holdings Inc.
We have read the Notice of Organigram Holdings Inc. dated June 28, 2024 and, based on our knowledge of such information at this time, we agree with the statement 3 as it relates to us, and we have no basis to agree or disagree with statements 1, 2, 4 and 5 contained in the Notice.
Very truly yours,
PKF O’CONNOR DAVIES, LLP
245 Park Avenue, New York, NY 10167 I Tel: 212.867.8000 or 212.286.2600 I Fax: 212.286.4080 I www.pkfod.com
PKF O’Connor Davies, LLP is a member firm of the PKF International Limited network of legally independent firms and does not accept any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.
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