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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended April 30, 2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:001-39530

ImmunoPrecise Antibodies Ltd.

(Exact name of Registrant as specified in its charter)

British Columbia

(Jurisdiction of incorporation or organization)

3204 - 4464 Markham Street, Victoria, British Columbia V8Z 7X8, Canada

(Address of principal executive offices)

Kristin Taylor, (701)404-1043, ktaylor@ipatherapeutics.com

3204 - 4464 Markham Street, Victoria, British Columbia V8Z 7X8, Canada

(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)

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

Title of each classTrading SymbolName of each exchange on which registered
Common Shares, no par valueIPAThe Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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:26,944,500 Common Shares

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the Company is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Company 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 Company 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 Company was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☒Emerging growth company ☒

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.☐

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).☐

Indicate by check mark which basis of accounting the Company has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial Reporting Standards as issued By the International Accounting Standards Board ☒Other ☐

If “Other” has been checked in response to previous question, indicate by check mark which financial statement item the Company has elected to follow. Item 17☐ Item 18☐

If this is an annual report, indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

TABLE OF CONTENTS

INTRODUCTION4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5
STATUS AS AN EMERGING GROWTH COMPANY6
Foreign Private Issuer Filings7
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS8
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE8
ITEM 3.KEY INFORMATION8
A.Reserved8
B.Capitalization and Indebtedness8
C.Reasons for the Offer and Use of Proceeds8
D.Risk Factors8
ITEM 4.INFORMATION ON THE COMPANY18
A.History and Development of the Company18
B.Business Overview23
C.Organizational Structure29
D.Property, Plants and Equipment30
ITEM 4A.UNRESOLVED STAFF COMMENTS30
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS30
A.Operating Results31
B.Liquidity and Capital Resources35
C.Research and Development, Patents and Licenses, etc37
D.Trend Information37
E.Critical Accounting Estimates37
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES38
A.Directors and Senior Management38
B.Compensation41
C.Board Practices47
D.Employees48
E.Share Ownership48
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS50
A.Major Shareholders50
B.Related Party Transactions50
C.Interests of Experts and Counsel51
ITEM 8.FINANCIAL INFORMATION51
A.Consolidated Statements and Other Financial Information51
B.Significant Changes51
ITEM 9.THE OFFER AND LISTING51
A.Offer and Listing Details51
B.Plan of Distribution51
C.Markets51
D.Selling Shareholders51
E.Dilution51
F.Expenses of the Issue52
ITEM 10.ADDITIONAL INFORMATION52
A.Share Capital52
B.Memorandum and Articles of Association52
C.Material Contracts54
D.Exchange Controls55
E.Taxation55
F.Dividends and Paying Agents63
G.Statement by Experts63
H.Documents on Display63
I.Subsidiary Information63
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK63
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES63
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES64
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS64
ITEM 15.CONTROLS AND PROCEDURES64
A.Disclosure Controls and Procedures64
C.Attestation Report of Registered Public Accounting Firm65
D.Changes in Internal Controls Over Financial Reporting65
ITEM 16.[RESERVED]65
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT65
ITEM 16B.CODE OF ETHICS65
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES66
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES66
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS66
ITEM 16F.CHANGE IN COMPANY’S CERTIFYING ACCOUNTANT66
ITEM 16G.CORPORATE GOVERNANCE67
ITEM 16H.MINE SAFETY DISCLOSURE68
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS68
ITEM 17.FINANCIAL STATEMENTS69
ITEM 18.FINANCIAL STATEMENTS69
ITEM 19.EXHIBITS70
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.