UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
AMENDMENT NO. 1
(Check One)
x REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: |
_______________ |
Commission File Number: |
001-38480 |
IMV
Inc.
(Exact name of Registrant as specified in its charter)
Canada
(Province or other jurisdiction of incorporation or organization)
2834
(Primary Standard Industrial Classification Code Number (if applicable))
Not Applicable
(I.R.S. Employer Identification Number (if applicable))
1344 Summer Street, Suite 412
Halifax, Nova Scotia B3H 0A8
Canada
(902) 492-1819
(Address and telephone number of Registrant’s principal executive offices)
C T Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 894-8800
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Copies to:
Pierre Labbé
IMV Inc.
1344 Summer Street, Suite 412
Halifax, Nova Scotia B3H 0A8
Canada
(902) 492-1819 |
Thomas M. Rose
Troutman Sanders LLP
401 9th Street, N.W., Suite 1000
Washington, D.C. 20004-2134
(757) 687-7715 |
Securities registered or to be registered
pursuant to Section 12(b) of the Act:
Title of each class
Common Shares |
Name of each exchange
on which registered
The NASDAQ Stock Market LLC |
Securities registered or to be registered
pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
For annual reports, indicate by check mark
the information filed with this Form:
¨ Annual information form ¨ Audited annual financial statements
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: N/A
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 x
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.
Emerging growth company x
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. ¨
![](../../../../../investors/filings/sec-filings/content/0001144204-18-031046/image_001.jpg)
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements in this Registration Statement
on Form 40-F are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”).
Additionally, the safe harbor provided in Section 21E of the Exchange Act and Section 27A of the Securities Act applies to any
forward-looking information provided pursuant to “Off-Balance Sheet Arrangements” and “Disclosure of Contractual
Obligations” in this Registration Statement on Form 40-F. Please see “Forward-Looking Statements” beginning on
page 4 of the Management’s Report on Financial Position and Operating Results for the year ended December 31, 2017 of IMV
Inc. (the “Registrant”), attached as Exhibit 99.85 to this Registration Statement on Form 40-F, and “Introduction
and Forward Looking Statements” beginning on page 1 of the Annual Information Form for the fiscal year ended December 31,
2017 of the Registrant attached as Exhibit 99.81 to this Registration Statement on Form 40-F.
DIFFERENCES IN UNITED STATES AND CANADIAN
REPORTING PRACTICES
The Registrant is permitted, under a multijurisdictional
disclosure system adopted by the United States, to prepare this Registration Statement on Form 40-F in accordance with Canadian
disclosure requirements, which are different from those of the United States.
The Registrant prepares its consolidated financial
statements, which are filed with this Registration Statement on Form 40-F, in accordance with International Financial Reporting
Standards, as issued by the International Accounting Standards Board (“IFRS”), and they may be subject to Canadian
auditing and auditor independence standards. Such financial statements may not be comparable to financial statements prepared in
accordance with United States generally accepted accounting principles.
DOCUMENTS FILED PURSUANT TO GENERAL
INSTRUCTIONS
The documents filed or incorporated by reference
as Exhibits 99.1 through 99.105, each of which is incorporated by reference in this Registration Statement on Form 40-F, contain
all information material to an investment decision that the Registrant, since January 1, 2017: (i) made or was required to make
public pursuant to the law of any Canadian jurisdiction; (ii) filed or was required to file with the Toronto Stock Exchange (the
“TSX”) and which was made public by the TSX; or (iii) distributed or was required to distribute to its security
holders.
In accordance with General Instruction D(9)
of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as 99.105, as set forth
in the Exhibit Index attached hereto.
DESCRIPTION OF COMMON SHARES
The disclosure containing a description of
the securities to be registered is included under the heading “Description of Capital Structure” beginning on page
53 of the Registrant’s Annual Information Form, attached hereto as Exhibit 99.81.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant does not have any “off-balance
sheet arrangements” (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are
reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that is material to investors.
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The following table lists, as of December 31, 2017, information
with respect to the Registrant’s known contractual obligations:
| |
Payments Due by Period (All amounts in Canadian dollars) | |
Contractual Obligations | |
Less than 1
year | | |
1-3 years | | |
3-5 years | | |
More than
5 years | | |
Total | |
Accounts payable and accrued liabilities | |
| 2,760,228 | | |
| - | | |
| - | | |
| - | | |
| 2,760,228 | |
Amounts due to directors | |
| 21,245 | | |
| - | | |
| - | | |
| - | | |
| 21,245 | |
Long-term debt | |
| 220,408 | | |
| 5,381,154 | | |
| 117,206 | | |
| 9,683,315 | | |
| 15,402,083 | |
Operating leases | |
| 253,193 | | |
| 497,585 | | |
| 481,412 | | |
| 1,304,225 | | |
| 2,536,415 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total | |
| 3,255,074 | | |
| 5,878,739 | | |
| 598,618 | | |
| 10,987,540 | | |
| 20,719,971 | |
UNDERTAKING
The Registrant undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities
in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed
with the Commission a Form F-X on May 1, 2018.
Any change to the name or address of the Registrant’s
agent and service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of
the Registrant.
EXHIBIT INDEX
The following documents are being filed with the Commission
as exhibits to this Registration Statement on Form 40-F.
Exhibit No. |
Title of Exhibit |
99.1* |
News Release regarding participation in the 9th Annual Biotech Showcase Conference, dated January 4, 2017 |
99.2* |
News Release regarding participation in the BIO CEO & Investor Conference, dated February 2, 2017 |
99.3* |
News Release regarding the appointment of Pierre Labbé, as Chief Financial Officer, dated February 3, 2017 |
99.4* |
News Release regarding leading immuno-oncology candidate entering investigator-sponsored Phase 2 clinical trial in ovarian cancer in combination with approved Anti-PD-1 Drug, dated February 6, 2017 |
99.5* |
Notice of the Annual General and Special Meeting held on April 20, 2017, dated February 17, 2017 |
99.6* |
Notice of the Annual General and Special Meeting held on May 10, 2017, dated March 17, 2017 |
99.7* |
News Release regarding new pre-clinical combination therapy data being presented at the AACR annual meeting, dated March 24, 2017 |
99.8* |
News Release regarding announcement of positive interim clinical
data from ovarian cancer study of DPX-Survivac in combination with Epacadostat, dated March 29, 2017 |
99.9* |
ON Form 13-502F1 Class 1 and Class 3B Reporting Issuers, dated March 30, 2017 |
99.10* |
Consolidated Financial Statements for years ended December 31, 2016 and 2015 |
99.11* |
AB Form 13-501F1 Class 1 and Class 3B Reporting Issuers, dated March 30, 2017 |
99.12* |
Annual Information Form for the year ended December 31, 2016 |
99.13* |
Management’s Report on Financial Position and Operating Results for the year ended December 31, 2016 |
99.14* |
Form 52-109F1 CEO and CFO Certifications of Annual Filings for the year ended December 31, 2016 |
99.15* |
News Release announcing 2016 Year-End Results, dated March 30, 2017 |
99.16* |
News Release regarding preclinical research being presented at AACR 2017 on ability of novel monoclonal antibodies to boost efficacy of DepoVaxTM-based cancer immunotherapy, dated April 5, 2017 |
99.17* |
News Release regarding presentation at Bloom Burton & Co. Healthcare Investor Conference, dated April 7, 2017 |
99.18* |
News Release regarding Princess Margaret Cancer Center receiving Canada clearance to begin investigator-sponsored Phase 2 ovarian cancer study evaluating Immunovaccine’s DPX-Survivac with Merck’s Pembrolizumab, dated April 11, 2017 |
99.19* |
News Release announcing positive year-long immunogenicity data from Phase 1 clinical trial for respiratory syncytial virus vaccine candidate, dated April 12, 2017 |
99.20* |
Letter to certain Canadian securities commissions dated April 13, 2017 |
99.21* |
Notice of Annual and Special Meeting of Shareholders held on May 10, 2017, dated March 31, 2017 |
99.22* |
Management Information Circular for the annual and special meeting of shareholders held on May 10, 2017, dated March 31, 2017 |
99.23* |
Form of Proxy for the annual and special meeting of shareholders held on May 10, 2017 |
99.24* |
News Release announcing dosing of first patient in investigator-sponsored Phase 1b/2 clinical trial evaluating immuno-oncology candidate targeting incurable HPV-related cancers, dated April 18, 2017 |
99.25* |
News Release regarding IMV Inc. presenting at 19th Annual TIDES: Oligonucleotide and Peptide Therapeutics Conference, dated May 2, 2017 |
99.26* |
Unaudited Interim Condensed Consolidated Financial Statements for quarter ended March 31, 2017 |
99.27* |
Management’s Report on Financial Position and Operating Results for the three months ended March 31, 2017 |
99.28* |
Form 52-109F2 CEO and CFO Certifications of Annual Filings for the quarter ended March 31, 2017 |
99.29* |
News Release announcing financial results for quarter ended March 31, 2017, dated May 10, 2017 |
99.30* |
Report on voting results of the annual and special meeting of shareholders held on May 10, 2017 |
99.31* |
News Release announcing IMV Inc.’s lead immuno-oncology candidate to enter investigator-sponsored Phase 2 clinical trial in DLBCL in combination with approved Anti-PD-1 drug, dated May 16, 2017 |
99.32* |
Deferred Share Unit Plan approved by the board of directors on December 21, 2016 |
99.33* |
Amended Stock Option Plan |
99.34* |
News Release announcing Cdn$10 million bought deal offering, dated May 31, 2017 |
99.35* |
Underwriting Agreement dated June 6, 2017 |
99.36* |
Preliminary short form prospectus dated June 6, 2017 |
99.37* |
Receipt of the Nova Scotia Securities Commission dated June 6, 2017 for the preliminary short form prospectus dated June 6, 2017 |
99.38* |
Form 51-102F3 Material Change Report regarding the closing of the Cdn$10 million bought deal offering, dated June 9, 2017 |
99.39* |
News Release announcing formation of inaugural Scientific and Clinical Advisory Committee, dated June 14, 2017 |
99.40* |
Final short form prospectus for Cdn$10 million bought deal offering, dated June 15, 2017 |
99.41* |
Receipt of the Nova Scotia Securities Commission dated June 16, 2017 for the short form prospectus dated June 15, 2017 |
99.42* |
News Release announcing closing of Cdn$10 million bought deal offering, dated June 21, 2017 |
99.43* |
Form 51-102F3 Material Change Report announcing the closing of the Cdn$10 million bought deal offering, dated June 29, 2017 |
99.44* |
News Release announcing that IMV Inc. achieved breakthrough in support of developing personalized cancer immunotherapies, dated July 12, 2017 |
99.45* |
News Release announcing CEO Frederic Ors named to annual PharmaVOICE 100, dated August 4, 2017 |
99.46* |
Unaudited Interim Condensed Consolidated Financial Statements for six months ended June 30, 2017 |
99.47* |
Management’s Report on Financial Position and Operating Results for the six months ended June 30, 2017 |
99.48* |
Form 52-109F2 CEO and CFO Certifications of filings for the six months ended June 30, 2017 |
99.49* |
News Release announcing financial results for quarter ended June 30, 2017, dated August 8, 2017 |
99.50* |
News Release announcing IMV Inc.’s presentation at the 19th Annual Rodman & Renshaw Global Investment Conference, dated August 30, 2017 |
99.51* |
News Release announcing achievement of milestones in collaboration with Zoetis to develop veterinary vaccines, dated August 31, 2017 |
99.52* |
News Release announcing IMV Inc.’s presentations at certain investor conferences, dated September 29, 2017 |
99.53* |
News Release announcing an extension to the maturity date of a Cdn$5 million loan until 2020, dated October 17, 2017 |
99.54* |
News Release announcing regulatory clearance for Phase 2 clinical trial evaluating DPX-Survivac in combination with Merck’s checkpoint inhibitor Pembrolizumab in DLBCL, dated November 8, 2017 |
99.55* |
Unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2017 |
99.56* |
Management’s Report on Financial Position and Operating Results for the nine months ended September 30, 2017 |
99.57* |
Form 52-109F2 CEO and CFO Certifications of filings for the nine months ended September 30, 2017 |
99.58* |
News Release announcing third quarter 2017 financial results, dated November 9, 2017 |
99.59* |
News Release announcing positive clinical data from collaborative combination immunotherapy trial in advanced ovarian cancer, dated December 5, 2017 |
99.60* |
News Release announcing IMV Inc. and UConn Health extended collaboration to support advancement of patient-specific immunotherapies to the clinic, dated December 7, 2017 |
99.61* |
News Release announcing presentation at 2018 Biotech Showcase Conference, dated January 3, 2018 |
99.62* |
News Release announcing appointment of Joseph Sullivan as Senior Vice President, Business Development, dated January 18, 2018 |
99.63* |
News Release announcing that IMV Inc. was named to 2018 OTCQX Best 50, dated January 24, 2018 |
99.64* |
News Release announcing Cdn$12.5 million bought deal offering, dated January 25, 2018 |
99.65* |
Underwriting Agreement, dated January 30, 2018 |
99.66* |
Preliminary short form prospectus for Cdn$12.5 million offering of common shares, dated January 30, 2018 |
99.67* |
Receipt of the Nova Scotia Securities Commission for the preliminary short form prospectus, dated January 30, 2018 |
99.68* |
News Release announcing that published study demonstrates the association between IMV Inc.’s proprietary immune-targeted delivery technology and enhanced efficacy in slowing tumor progression, dated January 31, 2018 |
99.69* |
News Release announcing presentation at 2018 BIO CEO & Investor Conference, dated February 2, 2018 |
99.70* |
Form 51-102F3 Material Change Report announcing the Cdn$12.5 million bought deal offering of common shares, dated February 2, 2018 |
99.71* |
Final Short Form Prospectus for Cdn$12.5 million offering of common shares, dated February 5, 2018 |
99.72* |
Receipt of the Nova Scotia Securities Commission for the short form prospectus, dated February 5, 2018 |
99.73* |
News Release announcing closing of Cdn$14.375 million bought deal offering with over-allotment option exercised in full, dated February 15, 2018 |
99.74* |
News Release announcing Immunovaccine and Leidos Expand Collaboration to Develop Malaria Vaccines Formulated in DepoVaxTM, dated November 21, 2017 |
99.75* |
Form 51-102F3 Material Change Report announcing the closing of the Cdn$14.375 million bought deal offering of common shares, dated February 21, 2018 |
99.76* |
News Release announcing presentation at the Oncology Meeting Innovations Annual Summit on hematologic malignancies, dated March 8, 2018 |
99.77* |
Notice of Annual General and Special Meeting of Shareholders to be held on May 1, 2018, dated March 13, 2018 |
99.78* |
News Release announcing IMV Inc. to host investor event on April 10, 2018 in New York City, dated March 13, 2018 |
99.79* |
Amended Notice of Annual General and Special Meeting of Shareholders to be held on May 1, 2018, dated March 14, 2018 |
99.80* |
News Release announcing IMV Inc. researchers to present new preclinical data at AACR annual meeting 2018, dated March 19, 2018 |
99.81* |
Annual Information Form for the year ended December 31, 2017 |
99.82* |
ON Form 13-502F1 Class 1 and Class 3B Reporting Issuers, dated March 15, 2018 |
99.83* |
Consolidated Financial Statements for the years ended December 31, 2017 and 2016 |
99.84* |
AB Form 13-501F1 Class 1 and Class 3B Reporting Issuers, dated March 15, 2018 |
99.85* |
Management’s Report on Financial Position and Operating Results for the year ended December 31, 2017 |
99.86* |
Form 52-109F1 CEO and CFO Certifications of Annual Filings for the year ended December 31, 2017 |
99.87* |
News Release announcing IMV Inc.’s year-end 2017 financial results, dated March 20, 2018 |
99.88* |
Amended Notice of Annual General and Special Meeting of Shareholders to be held on May 1, 2018, dated March 22, 2018 |
99.89* |
News Release announcing IMV Inc.’s webcast of
R&D update and investor event, dated March 27, 2018 |
99.90* |
Notice of Annual and Special Meeting of Shareholders to be held
on May 1, 2018, dated March 29, 2018 |
99.91* |
Notice of Annual and Special Meeting of Shareholders and Management
Information Circular, dated March 29, 2018 |
99.92* |
Form of Proxy for Annual General and Special Meeting to be held on May 1, 2018 |
99.93* |
News Release announcing new preclinical studies based on IMV
Inc.’s proprietary delivery platform, dated April 16, 2018 |
99.94* |
News Release announcing IMV Inc.'s expansion of clinical collaboration with Incyte Corporation in evaluating combination
immunotherapies in advanced recurrent ovarian cancer, dated April 24, 2018 |
99.95† |
News
Release announcing IMV Inc. to highlight clinical data at 54th Annual Meeting of the American Society of Clinical
Oncology, dated April 26, 2018 |
99.96† |
News
Release announcing IMV Inc.'s application to list common shares on Nasdaq and reverse stock split, dated May 3, 2018 |
99.97† |
Certificate of Amendment of Articles of Incorporation |
99.98† |
Report on voting results of the annual and special meeting of shareholders held on May 1, 2018 |
99.99† |
News
Release announcing IMV Inc. trading on TSX post-reverse stock split, dated May 10, 2018 |
99.100† |
Form
51-102F3 Material Change Report announcing application to list common shares on Nasdaq and consolidation of its
outstanding common shares, dated May 2, 2018 |
99.101† |
Unaudited interim condensed consolidated financial statements for the three months ended March 31, 2018 |
|
|
99.102† |
Management’s Report on Financial Position and Operating Results for the three months ended March 31, 2018 |
|
|
99.103† |
Form
52-109F2 CEO and CFO Certifications of filings for the three months ended March 31, 2018 |
|
|
99.104† |
News Release announcing first quarter 2018 financial results, dated May 14, 2018 |
|
|
99.105* |
Consent of Independent Auditor -- PricewaterhouseCoopers LLP |
* Previously filed
† Filed herewith
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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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IMV Inc. |
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By: |
/s/ Pierre Labbé |
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Name: Pierre Labbé |
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Title: Chief Financial Officer |
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Date: May 25, 2018