UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
40-F
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
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☒
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ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended August 31, 2021
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Commission
File Number 333-39389
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ENGINE
GAMING AND MEDIA, INC.
(Exact
name of Registrant as specified in its charter)
British
Columbia
(Province
or other jurisdiction of incorporation or organization)
7372
(Primary
Standard Industrial Classification Code Number (if applicable))
Not
Applicable
(I.R.S.
Employer Identification Number (if applicable))
77
King Street West,
Suite
3000, PO Box 95
Toronto,
Ontario, Canada M5K 1G8
(705)
445-3006
(Address
and telephone number of Registrant’s principal executive offices)
Louis
Schwartz
Engine
Gaming and Media, Inc.
2110
Powers Ferry Road SE
Suite
450
Atlanta,
Georgia
United
States, 30339
(212)
931-1200
(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:
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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, no par value
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GAME
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The
NASDAQ Stock Market LLC
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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: Not applicable.
For
annual reports, indicate by check mark the information filed with this Form:
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☒
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Annual
information form
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☒
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Audited
annual financial statements
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Number
of outstanding shares of each of the issuer’s classes of
capital
or common stock as of August 31, 2021:
15,543,309
Common Shares, no par value
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 ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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 ☒
If
an emerging growth company that prepares is 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. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
EXPLANATORY
NOTE
Engine
Gaming and Media, Inc. (the “Company” or the “Registrant”) is a Canadian issuer that is permitted,
under the multijurisdictional disclosure system adopted in the United States, to prepare this Annual Report on Form 40-F (this “Annual
Report”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company is a “foreign
private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended. Equity
securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule
3a12-3 thereunder.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report, including any documents incorporated by reference herein, contains certain “forward-looking information”
and “forward-looking statements” as defined under applicable Canadian and United States securities laws (collectively,
“forward-looking statements”). These statements relate to future events or future performance and reflect the Company’s
expectations and assumptions regarding such future events and performance. In particular, all statements, other than historical facts,
included in this Annual Report, including any documents incorporated by reference herein, that address activities, events or developments
that management of the Company expect or anticipate will or may occur in the future are forward-looking statements, including but not
limited to, statements with respect to:
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financial,
operational and other projections and outlooks as well as statements or information concerning future operation plans, objectives,
performance, revenues, growth, acquisition strategy, profits or operating expenses;
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the
Company’s ability to successfully execute its business plan;
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any
expectation of regulatory approval and receipt of certifications with respect to the Company’s current and proposed business
transactions;
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expectations
regarding existing products and plans to develop, implement or adopt new technology or products;
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the
expectation of obtaining new customers for the Company’s products and services, as well as expectations regarding expansion
and acceptance of the Company’s brand and products to new markets;
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estimates
and projections regarding the industry in which the Company operates and adoption of technologies, including expectations regarding
the growth and impact of esports;
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requirements
for additional capital and future financing options;
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the
risks inherent in international operations;
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marketing
plans;
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the
Company’s ability to compete with its competitors and their technologies;
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the
Company’s reliance on key executives and the ability to attract and retain qualified personnel;
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the
availability of intellectual property protection for the Company’s products, and the Company’s ability to expand and
exploit its intellectual property;
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statements
related to the expected or potential impact of the novel coronavirus (“COVID-19”) pandemic;
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the
completion of and the Company’s use of the proceeds of any offering; and
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other
expectations of the Company.
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Often,
but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”,
“is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements
that certain actions, events or results “may”, “could”, “would”, “might” or “will”
be taken, occur or be achieved.
Such
statements, made as of the date hereof, or in the case of a document incorporated by reference, the date thereof, reflect the Company’s
views with respect to future events and are based on information as of the date of such statements and are subject to and involve certain
known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance or achievements expressed in or implied by such forward-looking
statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements
prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated
or expected.
When
relying on forward-looking statements to make decisions, readers should ensure that the preceding information, the risk factors described
in the Company’s Annual Information Form for the fiscal year ended August 31, 2021, attached hereto as Exhibit 99.1 (the
“AIF”), under the section entitled “Risk Factors”, and the contents of the AIF are all carefully
considered. These forward-looking statements are made as of the date of this Annual Report, or in the case of a document incorporated
by reference, the date thereof, and, except as may be required by law, the Company disclaims any obligation or undertaking to publicly
release any updates or revisions to any forward-looking statements contained in this Annual Report or incorporated by reference herein
to reflect any change in expectations, estimates and projections with regard thereto or any changes in events, conditions or circumstances
on which any statement is based. Readers should not place undue importance on forward-looking statements and should not rely upon this
information as of any other date. In addition to the disclosure contained herein, for more information concerning the Company’s
various risks and uncertainties, please refer to the Company’s periodic public filings available under its profile on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov.
NOTE
TO UNITED STATES READERS - DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The
Registrant is permitted, under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission
(the “SEC”), to prepare this Annual Report in accordance with Canadian disclosure requirements, which differ from
those of the United States. The Company has prepared its financial statements, which are filed as Exhibit 99.2 to this Annual
Report and incorporated by reference herein, in accordance with International Financial Reporting Standards, as issued by the International
Accounting Standards Board and they are not comparable to financial statements of United States companies.
ANNUAL
INFORMATION FORM
The
Registrant’s AIF is filed as Exhibit 99.1 to this Annual Report and is incorporated by reference herein.
AUDITED
ANNUAL FINANCIAL STATEMENTS
The
Registrant’s audited consolidated financial statements for the years ended August 31, 2021 and 2020, including the report of the
independent auditor thereon, are filed as Exhibit 99.2 to this Annual Report and are incorporated by reference herein.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
The
Registrant’s Management’s Discussion and Analysis for the years ended August 31, 2021 and 2020, is filed as Exhibit 99.3
(the “MD&A”) to this Annual Report and is incorporated by reference herein.
TAX
MATTERS
Purchasing,
holding, or disposing of the Company’s securities may have tax consequences under the laws of the United States and Canada that
are not described in this Annual Report.
CONTROLS
AND PROCEDURES
Disclosure
Controls and Procedures
As
of the end of the period covered by this Annual Report, the Company carried out an evaluation, under the supervision of the Company’s
Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the
Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that
evaluation, the Company’s CEO and CFO have concluded that, as of the end of the period covered by this Annual Report, the Company’s
disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it
files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC
rules and forms, and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and
principal financial officer, to allow timely decisions regarding required disclosure.
While
the Company’s principal executive officer and principal financial officer believe that the Company’s disclosure controls
and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Company’s disclosure
controls and procedures or internal control over financial reporting will prevent all errors or fraud. A control system, no matter how
well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Management’s
Annual Report on Internal Control over Financial Reporting
This
Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a
transition period established by rules of the SEC for newly public companies.
Attestation
Report of the Registered Public Accounting Firm
This
Annual Report does not include an attestation report of the Company’s registered public accounting firm due to a transition period
established by rules of the SEC for newly public companies.
Changes
in Internal Control over Financial Reporting
During
the period covered by this Annual Report, no change occurred in the Company’s internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
CORPORATE
GOVERNANCE
The
Company’s Board of Directors (the “Board of Directors”) is responsible for the Company’s corporate governance
and has a separately designated standing Audit Committee. The Board of Directors has determined that all of the members of the Audit
Committee are independent, based on the criteria for independence prescribed by Section 5605(a)(2) of the NASDAQ Stock Market Rules.
Nominating
and Governance Committee
The
Nominating and Governance Committee is responsible for, among other things: maintaining oversight of the governance functions and effectiveness
of the Board of Directors and the Company’s governance functions; identifying, screening and recommending qualified candidates
to serve as directors; reviewing and evaluating the Board of Directors; and addressing any related matters required by applicable law.
The Company’s Nominating and Governance Committee is comprised of Hank Ratner, Lawrence Rutkowski and Lori Conkling, all of whom
are independent based on the criteria for independence prescribed by Rule 5605(a)(2) of the NASDAQ Stock Market Rules.
Compensation
Committee
The
Compensation Committee is responsible for assisting the Board of Directors with, among other things: evaluation and compensation of the
Company’s senior management; compensation of the Board of Directors; and additional matters delegated to the Compensation Committee
by the Board of Directors. The Compensation Committee is comprised of Hank Ratner and Lawrence Rutkowski, both of whom are independent
based on the criteria for independence prescribed by Rule 5605(a)(2) of the NASDAQ Stock Market Rules.
Patent
Committee
The
Patent Committee is responsible for, among other things: overseeing the Company’s patent portfolio. The Patent Committee
is comprised of Louis Schwartz, Lawrence Rutkowski and Lori Conkling. Mr. Rutkowski and Ms. Conkling are independent as prescribed
by Section 5605(a)(2) of the NASDAQ Stock Market Rules.
AUDIT
COMMITTEE
The
Board of Directors has a separately designated standing Audit Committee established for the purpose of overseeing the accounting and
financial reporting processes of the Company and audits of the financial statements of the Company in accordance with Section 3(a)(58)(A)
of the Exchange Act and Rule 5602(c) of the NASDAQ Stock
Market Rules. As of the date of this Annual Report, the Company’s Audit Committee is comprised
of Lawrence Rutkowski, Hank Ratner and Rudolph Cline-Thomas, all of whom are independent based on the criteria for independence prescribed
by Rule 10A-3 of the Exchange Act and Rule 5605(a)(2) of the NASDAQ Stock Market Rules. The Audit Committee meets the composition
requirements set forth by Section 5605(c)(2) of the NASDAQ Stock Market Rules.
The
Board of Directors has also determined that each member of the Audit Committee is financially literate, meaning each such member has
the ability to read and understand a set of financial statements that present a breadth and level of complexity of the issues that can
reasonably be expected to be raised by the Company’s financial statements.
Audit
Committee Financial Expert
The
Board of Directors has determined that Lawrence Rutkowski qualifies as a financial expert (as defined in Item 407(d)(5)(ii) of Regulation
S-K under the Exchange Act) and Rule 5605(c)(2)(A) of
the NASDAQ Stock Market Rules; and (ii) is independent (as determined under Exchange Act Rule 10A-3 and Rule 5605(a)(2) of the NASDAQ
Stock Market Rules).
The
SEC has indicated that the designation or identification of a person as an audit committee financial expert does not make such person
an “expert” for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed
on members of the audit committee and the board of directors who do not carry this designation or identification, or affect the duties,
obligations or liability of any other member of the audit committee or board of directors.
PRE-APPROVAL
OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY INDEPENDENT AUDITOR
The
Audit Committee pre-approves all audit services to be provided to the Company by its independent auditors. The Audit Committee has not
adopted specific policies and procedures for the engagement of non-audit services.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The
information provided under the heading “External Auditor Service Fees” contained in the AIF, filed as Exhibit 99.1
hereto, is incorporated by reference herein.
OFF-BALANCE
SHEET ARRANGEMENTS
The
information provided under the heading “Off-balance sheet arrangements” contained in the MD&A, filed as Exhibit
99.3 hereto, is incorporated by reference herein.
CODE
OF ETHICS
The
Company has adopted a Code of Business Conduct and Ethics that applies to directors, officers and employees of, and consultants to, the
Company (the “Code”). The Code is posted on the Company’s website at www.enginemediainc.com. The Code
meets the requirements for a “code of ethics” within the meaning of that term in General Instruction 9(b) of Form 40-F.
All
waivers of the Code with respect to any of the employees, officers or directors covered by it will be promptly disclosed as required
by applicable securities rules and regulations. During the fiscal year ended August 31, 2021, the Company did not waive or implicitly
waive any provision of the Code with respect to any of the Company’s principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions.
TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The
following table lists, as of August 31, 2021, information with respect to the Registrant’s known contractual obligations.
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Payments
due by period
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Contractual
Obligations
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Total
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Less
than 1 year
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1-3
years
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3-5
years
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More
than 5 years
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Long-Term
Debt Obligations
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106,330
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106,330
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-
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-
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-
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Convertible
Debt
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7,449,713
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449,713
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7,000,000
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-
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-
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Promissory
Notes Payable
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682,304
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682,304
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-
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-
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-
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Lease
Obligations
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903,062
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313,198
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468,929
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120,935
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-
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Total
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9,141,409
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1,551,545
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7,468,929
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120,935
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-
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NOTICES
PURSUANT TO REGULATION BTR
There
were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended August 31, 2021 concerning any equity
security subject to a blackout period under Rule 101 of Regulation BTR.
MINE
SAFETY DISCLOSURE
Not
Applicable.
NASDAQ
STATEMENT OF GOVERNANCE DIFFERENCES
The
Company is a “foreign private issuer” as defined in Rule 3b-4 under Exchange Act and its Common Shares are listed on The
NASDAQ Stock Market LLC (“NASDAQ”) and the TSX Venture Exchange (“TSXV”). Rule 5615(a)(3) of NASDAQ
Stock Market Rules permits foreign private issuers to follow home country practices in lieu of certain provisions of NASDAQ Stock Market
Rules. A foreign private issuer that follows home country practices in lieu of certain provisions of NASDAQ Stock Market Rules must disclose
ways in which its corporate governance practices differ from those followed by domestic companies either on its website or in the annual
report that it distributes to shareholders in the United States. A description of the ways in which the Company’s governance practices
differ from those followed by domestic companies pursuant to NASDAQ standards are as follows:
Shareholder
Meeting Quorum Requirement: NASDAQ Stock Market Rule 5620(c) (“Rule 5620(c)”) requires that the minimum quorum
requirement for a meeting of shareholders be 33 1/3 % of the outstanding common shares. In addition, Rule 5620(c) requires that an issuer
listed on NASDAQ state its quorum requirement in its by-laws. In lieu of following Rule 5620(c),
has elected to follow Canadian practices consistent with the requirements of the TSXV and
the Business Corporations Act (British Columbia).
UNDERTAKING
The
Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by SEC staff, and to furnish
promptly, when requested to do so by SEC 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
Company has previously filed with the SEC a written consent to service of process on Form F-X. Any change to the name or address of the
Company’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number
of the Company.
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 annual report to be signed on its behalf by the undersigned, thereto duly authorized.
DATED
this 26th day of November, 2021.
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ENGINE
GAMING AND MEDIA, INC.
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By:
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/s/
Louis Schwartz
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Name:
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Louis
Schwartz
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
The
following documents are being filed with the SEC as Exhibits to this Form 40-F:
*
To be filed by amendment.
GameSquare (NASDAQ:GAME)
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