| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| FORM 6-K |
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2021
Commission File Number 001-39989
| PYROGENESIS CANADA INC. |
| (Exact name of Registrant as specified in its charter) |
N/A
(Translation of Registrant’s name)
1744, William St. Suite 200
Montreal, QC, H3J1R4
Canada
(514) 937-002
(Address and telephone number of registrant’s principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Effective May 21, 2021, PyroGenesis Canada Inc.’s (the “Company”) board of directors approved the engagement of Raymond Chabot Grant Thornton LLP (the New Auditor) as its independent registered public accounting firm and dismissed KPMG LLP (the Former Auditor).
The report of the Former Auditor on the Company’s financial statements for the fiscal year ended December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal year ended December 31, 2020 and the subsequent interim period through May 21, 2021 there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
During the fiscal year ended December 31, 2020 and the subsequent interim period through May 21, 2021 neither the Company, nor anyone on its behalf, consulted the New Auditor regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s combined financial statements, and neither a written report or oral advice was provided to the Company by the New Auditor that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
EXHIBIT LIST
| Exhibit | Description |
| 99.1 | Change of Auditor Notice |
| 99.2 | Former Auditor Response Letter |
| 99.3 | Successor Auditor Response Letter |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PyroGenesis Canada Inc. | ||||
| Date: | May 21, 2021 | By: | /s/ P. Peter Pascali | |
| Name: | P. Peter Pascali | |||
| Title: | Chief Executive Officer | |||
Exhibit 99.1
PYROGENESIS CANADA INC.
NOTICE OF CHANGE OF AUDITOR
PURSUANT TO NATIONAL INSTRUMENT 51-102
| TO: | KPMG LLP (“KPMG”) |
| Raymond Chabot Grant Thornton LLP (“RCGT”) | |
| AND TO: | Autorité des marchés financiers |
| British Columbia Securities Commission | |
| Alberta Securities Commission | |
| The Manitoba Securities Commission | |
| Financial and Consumer Affairs Authority of Saskatchewan | |
| Ontario Securities Commission | |
| Financial and Consumer Services Commission (New Brunswick) | |
| Nova Scotia Securities Commission | |
| Office of the Superintendent of Securities, Service Newfoundland and Labrador | |
| The Office of the Superintendent of Securities (Prince Edward Island) |
| RE: | Notice Regarding Change of Auditor Pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) |
Dear Sirs/Mesdames:
Notice is hereby given, pursuant to Section 4.11 of NI 51-102, of a change of auditor of PyroGenesis Canada Inc. (the “Corporation”).
| 1. | KPMG, the former auditor of the Corporation, tendered its resignation May 20, 2021 and the board of directors of the Corporation (the “Board”) has appointed RCGT as successor auditor in its place, effective as of May 21, 2021. | |
| 2. | KPMG resigned at the Corporation’s request. |
| 3. | The resignation of KPMG and appointment of RCGT in its place has been approved by the Board. |
| 4. | KPMG has not expressed a modified opinion on any of the financial statements of the Corporation commencing at the beginning of the two most recently completed financial years and ending on the date of resignation. |
| 5. | There are no reportable events (as defined under 4.11(1) of NI 51-102). |
[Remainder of page left blank intentionally]
Signed this 21st day of May 2021.
| PYROGENESIS CANADA INC. | ||
| By: | /s/ P. Peter Pascali | |
| Name: P. Peter Pascali | ||
| Title: President and CEO | ||
Exhibit 99.2
KPMG LLP
600 de Maisonneuve Blvd West
Suite 1500, Tour KPMG
Montréal (Québec) H3A 0A3
Tel. 514-840-2100
Fax. 514-840-2187
www.kpmg.ca
Autorité des marchés financiers
British Columbia Securities Commission
Alberta Securities Commission
The Manitoba Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Ontario Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service Newfoundland and Labrador
The Office of the Superintendent of Securities (Prince Edward Island)
May 21, 2021
Dear Sirs/Madams:
Re: Notice of Change of Auditors of PyroGenesis Canada Inc.
We have read the Notice of PyroGenesis Canada Inc. dated May 21, 2021 and are in agreement with the statements contained in such Notice.
Yours very truly,
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International
Limited, a private English company limited by guarantee.
KPMG Canada provides services to KPMG LLP.
Exhibit 99.3
| May 21, 2021 |
Raymond Chabot Grant Thornton LLP Suite 2000 National Bank Tower 600 De La Gauchetière Street West Montréal, Quebec H3B 4L8
T 514-878-2691 |
Autorité des marchés financiers
British Columbia Securities Commission
Alberta Securities Commission
The Manitoba Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Ontario Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service Newfoundland and Labrador
The Office of the Superintendent of Securities (Prince Edward Island)
Dear Mesdames / Sirs:
| Re: | Notice of Change of Auditor – PyroGenesis Canada Inc. |
We have read and reviewed the information contained in the Notice of Change of Auditor of PyroGenesis Canada Inc. dated May 21, 2021 (the “Notice”), which we understand will be filed pursuant to Section 4.11 of the National Instrument 51-102.
Based on our knowledge as of the date hereof, we agree with the statements contained in the Notice pertaining to Raymond Chabot Grant Thornton LLP.
Yours truly,
| Member of Grant Thornton International Ltd | rcgt.com |