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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares
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VGFC
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The Nasdaq Stock Market LLC
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Large accelerated Filer ☐
| Accelerated Filer ☐ |
Non-accelerated Filer ☒
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Emerging growth
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company ☒
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U.S. GAAP ☐
| International Financial Reporting Standards as issued | Other ☐ | ||
by the International Accounting Standards Board ☒ |
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The Company's Annual Information Form for the fiscal year ended December 31, 2021, attached hereto as Exhibit 99.1;
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•
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The Company's audited annual consolidated financial statements for the years ended December 31, 2021 and 2020, including the report of the independent registered public accounting firm with respect thereto, attached hereto as Exhibit 99.2;
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•
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The Company's Management's Discussion and Analysis for the years ended December 31, 2021 and 2020, attached hereto as Exhibit 99.3;
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•
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The Company's audited annual consolidated financial statements for the years ended December 31, 2020 and 2019, together with the independent auditor's report thereon and the notes thereto, attached hereto as Exhibit 99.4;
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•
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The independent auditor's report in respect of the Company's audited annual consolidated financial statements for the year ended December 31, 2019 and the notes thereto attached hereto as Exhibit 99.5;
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•
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The Company's Management's Discussion and Analysis for the years ended December 31, 2020 and 2019, attached hereto as Exhibit 99.6;
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•
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The Company's Statement of Executive Compensation for the year ended December 31, 2021, attached hereto as Exhibit 99.7; and
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•
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The Company's Management's Discussion and Analysis of Financial Condition and Results of Operations for three months ended March 31, 2022 and 2021 ("Q1 2022 MD&A"), attached hereto as Exhibit 99.8.
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I
TEM
N
UMBER
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C
ROSS
R
EFERENCE
TO
F
ORM
20-
F
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E
XHIBIT
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P
AGES
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Part I
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Item 1
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Identity of Directors, Senior Management and Advisers
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N/A
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Item 2
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Offer Statistics and Expected Timetable
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N/A
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Item 3
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Key Information
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A. Reserved
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N/A
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B. Capitalization and indebtedness
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N/A
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C. Reasons for the offer and use of proceeds
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N/A
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D. Risk factors
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99.1
99.8
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19-42
4, 17-19
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Item 4
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Information on the Company
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A. History and development of the company
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99.1
99.3
99.8
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6-18
3-12, 21
4-8
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B. Business overview
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99.1
99.3
99.8
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7-12,
14-17
13
4-8
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C. Organizational structure
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99.1
8.1
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6
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D. Property, plant and equipment
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99.1
99.3
99.8
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8-13, 14
7-11
4-8
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Item 4A
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Unresolved Staff Comments
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N/A
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Item 5
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Operating and Financial Review and Prospectus
(1)
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A. Operating results
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99.1
99.3
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14-17
13-17
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B. Liquidity and capital resources
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99.3
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5, 17, 18, 21, 24- 26
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C. Research and development, patents and licenses, etc.
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99.1
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10, 11, 18
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D. Trend information
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99.1
99.3
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8-16
4-12
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E. Critical Accounting Estimates
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99.3
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27-29
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Item 6
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Directors, Senior Management and Employees
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A. Directors and senior management
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99.1
99.8
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52-56
7
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B. Compensation
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99.7
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1-9
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C. Board practices
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99.1
99.7
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51, 54-57
2-10
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D. Employees
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99.1
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17
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E. Share ownership
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99.7
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9, 10
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Item 7
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Major Shareholders and Related Party Transactions
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A. Major shareholders
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99.1
99.7
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46
10
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B. Related party transactions
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99.3
99.8
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27
20
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C. Interests of experts and counsel
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N/A
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Item 8
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Financial Information
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A. Consolidated statements and other financial information
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99.1
99.2
99.4
99.5
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43
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B. Significant changes
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99.8
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Item 9
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The Offer and Listing
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A. Offer and listing details
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99.3
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4
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B. Plan of distribution
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N/A
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C. Markets
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99.3
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4
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D. Selling shareholders
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N/A
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E. Dilution
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N/A
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F. Expenses of the issue
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N/A
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Item 10
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Additional Information
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A. Share capital
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N/A
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B. Memorandum and articles of association
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2.2
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C. Material contracts
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99.1
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59-60
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D. Exchange controls
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99.1
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46
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E. Taxation
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99.1
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47-53
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F. Dividends and paying agents
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N/A
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G. Statement by experts
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N/A
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H. Documents on display
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99.1
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18
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I. Subsidiary information
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N/A
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Item 11
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Quantitative and Qualitative Disclosures About Market Risk
(1)
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99.3
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24-26
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Item 12
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Description of Securities Other than Equity Securities
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N/A
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Part II
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Item 13
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Defaults, Dividend Arrearages and Delinquencies
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N/A
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Item 14
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Material Modifications to the Rights of Security Holders and Use of Proceeds
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99.8
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16
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Item 15
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Controls and Procedures
(2) (3)
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99.3
12.1
13.1
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29
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Item 16
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Reserved
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N/A
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Item 16A
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Audit Committee Financial Expert
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99.1
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55, 56
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Item 16B
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Code of Ethics
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99.1
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19
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Item 16C
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Principal Accountant Fees and Services
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99.1
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56
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Item 16D
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Exemptions from the Listing Standards for Audit Committees
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N/A
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Item 16E
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
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N/A
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Item 16F
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Change in Registrant's Certifying Accountant
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N/A
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Item 16G
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Corporate Governance
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99.1
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54-55
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Item 16H
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Mine Safety Disclosure
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N/A
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Item 16I
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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N/A
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Part III
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Item 17
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Financial Statements
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99.2
99.4
99.5
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Item 18
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Financial Statements
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99.2
99.4
99.5
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(1)
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See also the Company's Q1 2022 MD&A.
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(2)
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This Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company's registered public accounting firm due to a transition period established by SEC rules for newly public companies.
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(3)
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See also "Disclosure Controls and Procedures" below.
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1.1
| Certificate of Incorporation and Certificate of Change of Name of the Very Good Food Company (filed as exhibit 4.1 on FormS-8 on November 17, 2021 and incorporated herein by reference) | |
1.2
| Articles of The Very Good Food Company (filed as exhibit 4.2 on FormS-8 on November 17, 2021 and incorporated herein by reference) | |
2.1
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2.2
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4.1
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4.2
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4.3
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4.4
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4.5
| Form of Warrant (filed as exhibit 99.4 on Form6-K on October 15, 2021 and incorporated herein by reference) | |
4.6
| Stock Option Plan (filed as exhibit 99.1 on FormS-8 on November 17, 2021 and incorporated herein by reference) | |
8.1
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12.1
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12.2
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13.1
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13.2
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15.1
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15.2
| Consent of KPMG LLP* | |
99.1
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99.2
| Audited Annual Consolidated Financial Statements for the years ended December 31, 2021 and 2020 including the report of the independent registered public accounting firm (KPMG LLP - PCAOB ID #85) with respect thereto* | |
99.3
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99.4
| Audited Annual Consolidated Financial Statements for the years ended December 31, 2020 and 2019, together with the independent auditor's report thereon and the notes thereto* | |
99.5
| Report of the independent registered public accounting firm (DMCL LLP - PCAOB #1173) in respect of the Company's audited annual consolidated financial statements for the year ended December 31, 2019* | |
99.6
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99.7
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99.8
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101.INS
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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*
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document*
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document*
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document*
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document*
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document*
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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*
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Filed herewith.
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^
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Certain information has been excluded from this exhibit because the information is both not material and is the type of information that the Company treats as private and/or confidential.
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THE VERY GOOD FOOD COMPANY INC.
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DATED: August 5, 2022
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By:
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/s/ Parimal Rana
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Parimal Rana
Chief Executive Officer
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Disclaimer
The Very Good Food Company Inc. published this content on 08 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2022 10:24:10 UTC.