UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1

to

 

FORM 40-F

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

 

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended August 31, 2021 Commission File Number 333-39389

 

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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares, no par value   GAME   The NASDAQ Stock Market LLC

 

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:

 

  Annual information form Audited annual financial statements

 

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 Registrant”) is filing this Amendment No. 1 to Form 40-F (the “Form 40-F/A”) for the year ended August 31, 2021 to furnish Exhibit 101 to the Form 40-F, which provides certain items from our Form 40-F formatted in eXtensible Business Reporting Language (“XBRL”). In accordance with the policy of the Securities and Exchange Commission (the “Commission”) stated in Release No. 33-9002, we are filing this Form 40-F/A within the 30-day period available to first-time XBRL filers following the filing of our Form 40-F, as filed with the Commission on November 26, 2021.

 

No other changes have been made to the Form 40-F other than the furnishing of the exhibit described above. This Form 40-F/A does not reflect subsequent events occurring after the original date of the Form 40-F, or modify or update in any way disclosures made in the Form 40-F.

 

 
 

 

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 23rd day of December.

 

  ENGINE GAMING AND MEDIA, INC.
     
  By: /s/ Louis Schwartz
  Name: Louis Schwartz
  Title: Chief Executive Officer

 

 
 

 

EXHIBIT INDEX

 

The following documents are being filed with the SEC as Exhibits to this Form 40-F: 

 

Exhibit Number   Description
     
99.1*   Annual Information Form dated November 26, 2021 for the fiscal year ended August 31, 2021
99.2   Audited Consolidated Financial Statements for the years ended August 31, 2021 and 2020
99.3*   Management’s Discussion and Analysis for the years ended August 31, 2021 and 2020
99.4*   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended
99.5*   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended
99.6*   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7*   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8*   Consent of Baker Tilly WM LLP
101.INS   XBRL Instance
101.SCH   XBRL Taxonomy Extension Schema
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase
     
101.LAB   XBRL Taxonomy Extension Label Linkbase
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

* Previously filed.

 

 

 

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