Grace Therapeutics - 40-F annual report

For the fiscal year ended February 28, 2013                                Commission File Number 001-35776

(Exact name of Registrant as specified in its charter)

(Province or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number)

(Address and telephone number of Registrant’s principal executive offices)

 (Name, address, (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act: Common Shares

Title of Class: Common Shares, no par value

Name of Exchange where Securities are listed: The NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:  Not applicable

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Information filed with this Form:

Certifications and Disclosure Regarding Controls and Procedures.

 

Identification of the Audit Committee. The Registrant has a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Registrant’s audit committee is composed of Dr. Ronald Denis, Mr. Marc LeBel, Mr. Michel Chartrand and Mr. Martin Godbout. In the opinion of the board of directors of the Registrant, Dr. Ronald Denis, Mr.  Marc LeBel and Mr. Martin Godbout are financially literate and independent as determined under National Instrument 52-110 (Audit Committees), Rule 10A-3 of the Exchange Act and NASDAQ Rule 5605(a)(2) (collectively, the “Independence Rules”).  Mr. Chartrand is, in the opinion of the board of directors of the Registrant, financially literate and not an independent director as determined by the Independence Rules because he served as the Chief Operating Officer of Neptune Technologies & Bioressources Inc., the Registrant’s parent company. The Registrant’s audit committee currently consists of a majority of independent directors.  Rule 10A-3 of the Exchange Act requires the Registrant to have (i) a majority of independent directors serving on the audit committee within 90 days of the date of the effectiveness of the Registrant’s registration statement on Form 8-A filed with the Commission on January 4, 2013 (the “Registration Statement”) and (ii) all independent Audit Committee members within one year of the date of effectiveness of the Registration Statement. Mr. Chartrand is not a nominee for re-election to the Registrant’s board of directors at the Registrant’s next annual general meeting of shareholders scheduled to occur on June 27, 2013, after which time the Registrant expects its audit committee to be comprised of three independent directors.

Additional information regarding the members of the Registrant’s audit committee can be found under the heading “Report on Audit Committee—Composition of the Audit Committee” contained in the Annual Information Form. The audit committee charter can also be found as Schedule A to the Annual Information Form.

 

The Commission has indicated that the designation of Mr.  LeBel as an audit committee financial expert does not make Mr.  LeBel an “expert” for any purpose, impose any duties, obligations or liability on Mr.  LeBel that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee or board of directors.

Code of Ethics. The Registrant has adopted a code of ethics entitled “Code of Business Conduct and Ethics for Directors, Officers and Employees” (the “Code”) that applies to all directors, officers and employees, including the Registrant’s principal executive officer, principal financial officer and principal accounting officer.  A copy of the Code is attached as Exhibit 99.4 hereto.

Principal Accountant Fees and Services.  The information provided under the headings “External Auditor Fees—Audit Fees”,  “—Audit-Related Fees”, “—Tax Fees” and “—All Other Fees” contained in the Registrant’s Annual Information Form for the fiscal year ended February 28, 2013, filed as Exhibit 99.1 hereto (the “Annual Information Form”) is incorporated by reference herein.

Audit Committee Pre-Approval Policies and Procedures. The disclosure provided under “Charter of the Audit Committee of the Board of Directors—Responsibilities for Engaging External Auditors” in Schedule “A” of Exhibit 99.1, the Registrant’s Annual Information Form, is incorporated by reference herein.  None of the services described above under “Principal Accountant Fees and Services” under the captions “Audit-Related Fees”, “Tax Fees” and “All Other Fees” were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Off-Balance Sheet Arrangements. The Registrant does not have any off-balance sheet financing arrangements 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.

Tabular Disclosure of Contractual Obligations.  The tabular disclosure provided under the heading “Contractual Obligations, Off-Balance-Sheet Arrangements and Commitments” contained in the Registrant’s Management’s Discussion and Analysis dated May 21, 2013 for the year ended February 28, 2013, filed as Exhibit 99.3 hereto is incorporated by reference herein.

Interactive Data File.  The Registrant is not currently required to submit to the Commission, or post to its corporate website, an Interactive Data File.

Mine Safety Disclosure.  Not applicable.

Differences in NASDAQ and Québec Corporate Governance Requirements.  NASDAQ Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of certain of the requirements of the Rule 5600 Series. A foreign private issuer that follows a home country practice in lieu of one or more provisions of the Rule 5600 Series is required to disclose in its annual report filed with the Commission, or on its website, each requirement of the Rule 5600 Series that it does not follow and describe the home country practice followed by the issuer in lieu of such NASDAQ corporate governance requirements. The Registrant does not follow NASDAQ Marketplace Rule 5620(c), but instead follows its home country practice. The NASDAQ minimum quorum requirement under Rule 5620(c) for a meeting of shareholders is 33.33% of the outstanding shares of common voting stock. The

Registrant’s quorum requirement, as set forth in the Registrant’s by-laws, is that a quorum for a meeting of the Registrant’s holders of common shares is the attendance, in person or by proxy, of the shareholders representing 10% of the Registrant’s common shares. The foregoing is consistent with the laws, customs and practices in Québec and the rules and policies of the TSX Venture Exchange.

Forward-Looking Information. The information provided under the heading “Cautionary Note Regarding Forward-Looking Information” contained in Exhibit 99.1, the Registrant’s Annual Information Form, is incorporated by reference herein.

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.

The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the relevant registration statement.

 

 

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 annual report to be signed on its behalf by the undersigned, thereto duly authorized.

DATED this 29th day of May, 2013.