UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
¨ Registration
statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
x Annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
| For the fiscal year ended July 31, 2026 |
Commission File Number 333-298427 |
Cizzle Brands Corporation
(Exact name of Registrant as specified in its charter)
| British Columbia, Canada |
|
2000 |
|
Not Applicable |
(Province or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
35 McCleary Court, Unit 21, Concord, Ontario
L4K 3Y9, Canada
(416) 505-0929
(Address and telephone number of Registrant’s
principal executive offices)
Bennett Jones (US) LLP
45 Rockefeller Plaza Suite 2602, New York,
NY 10111
(212) 680-4120
(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 |
| N/A |
|
N/A |
|
N/A |
Securities registered or to be registered pursuant
to Section 12(g) of the Act: None
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the
information filed with this Form:
| x Annual information form |
x 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: 230,252,282
of the Registrant’s common shares were issued and outstanding as of July 31, 2026.
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 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 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. ¨
| † |
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. ¨
If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. ¨
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
EXPLANATORY NOTE
Cizzle Brands Corporation (the “Company”
or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) on Form 40-F pursuant to the U.S.-Canadian multi-jurisdictional disclosure system.
The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Registrant
are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
The Company is filing this Amendment No. 1 (this
“Amendment”) to its original Annual Report on Form 40-F for the year ended July 31, 2026, which was filed with the United
States Securities and Exchange Commission (the “SEC”) on October 28, 2026 (the “Annual Report”), in order to refile
Exhibit 99.1 - Annual Information Form for the Fiscal Year ended July 31, 2026 (the “AIF”) to (i) correct a typographical
error in the AIF, which inadvertently stated that the date of the AIF was October 28, 2026 instead of October 27, 2026, and (ii) update
certain information set forth under “Item 9. Directors and Officers – Name, Occupation and Security Holding.”
In addition, pursuant to the rules of the
SEC, this Amendment also contains new certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Except as described above, the Annual Report remains
unchanged. In addition, this Amendment does not reflect events occurring after the filing of the Annual Report or modify or update those
disclosures. Accordingly, this Amendment should be read in conjunction with the Annual Report and the Registrant’s other SEC filings.
EXHIBIT INDEX
The following documents are being filed with the
Commission as Exhibits to this Annual Report:
| Exhibit |
|
Description |
| 99.1* |
|
Annual Information Form for the year ended July 31, 2026 |
| |
|
|
| 99.2** |
|
Audited Consolidated Financial Statements as at and for the years ended July 31, 2026 and 2025 |
| |
|
|
| 99.3** |
|
Management’s Discussion and Analysis for the year ended July 31, 2026 |
| |
|
|
| 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 MNP LLP |
| |
|
|
| 101.INS*** |
|
Inline XBRL Instance Document |
| |
|
|
| 101.SCH*** |
|
Inline XBRL Taxonomy Extension Schema Document |
| |
|
|
| 101.CAL*** |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| |
|
|
| 101.DEF*** |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| |
|
|
| 101.LAB*** |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| |
|
|
| 101.PRE*** |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| |
|
|
| 104*** |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Filed previously as an exhibit to the Annual
Report.
*** To be filed by amendment.
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
to the Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
| CIZZLE BRANDS CORPORATION |
|
| |
|
| By: |
/s/ John Celenza |
|
| |
Name: |
John Celenza |
|
| |
Title: |
Chief Executive Officer, Executive Chairman and Director |
|
Date: October 28, 2026
