NEPTUNE WELLNESS SOLUTIONS INC. : Completion of Acquisition or Disposal of Assets, Other Events, Financial Statements and Exhibits (Form 8-K)


Item 2.01 Completion of Acquisition or Disposal of Assets.

On November 9, 2022, Neptune Wellness Solutions Inc. (the “Company”) and two of the Company’s wholly-owned subsidiaries have completed the previously announced divestiture of substantially all of the Company’s assets related to its Canadian cannabis business, including the Cannabis Processing Facility of the company located at Sherbrooke, Quebec (the “Assignment”), pursuant to this asset purchase agreement (the “Purchase Agreement”) dated October 16, 2022concluded with PurCann Pharma, Inc. (“Buyer”).

Pursuant to the purchase agreement, the buyer paid the company an aggregate purchase price of $5,150,000.

The above description is a summary of the Purchase Agreement and the transactions contemplated by it and is submitted and qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which has been filed as an exhibit. 10.1 of the current report. on Form 8-K filed by the Company with the Security and Exchange Commission (“SEC”) on October 18, 2022.

The representations, warranties and covenants contained in the Purchase Agreement are made solely for the benefit of the parties to the Purchase Agreement and: (i) may be intended not as statements of fact, but rather as a means of allocating risks between the parties if these declarations turn out to be inaccurate; and (ii) were made only as of the date of the Purchase Agreement or such other dates as may be specified in the Purchase Agreement and are subject to more recent developments. Accordingly, these representations and warranties should not be taken as characterizations of the true state of facts or affairs on the date on which they were made or at any other time.

Section 8.01 Other Events.

On November 9, 2022, the Company issued a press release announcing the completion of the sale contemplated by the purchase agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(b) Pro forma financial information.

The Company has determined that the Disposition does not constitute a disposition of a material amount of assets (as defined in Instruction 4 of Section 2.01) and, as such, the pro forma financial information contemplated by the section 9.01 of Form 8-K are not required to be stated in this current report on Form 8-K with respect to such provision.

(d) Exhibits.
Exhibit No.   Description
99.1            Press release, issued on November 9, 2022
104           Cover Page Interactive Data File (embedded
              within the Inline XBRL document)

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