Snipp Interactive Inc. (Form: 15F-12G, Received: 04/27/2020 16:33:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15F

CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRA-TION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-55295

Snipp Interactive Inc.

(Exact name of registrant as specified in its charter)

219 Dufferin St., Unit 208B Toronto, Ontario, Canada M6K 3J1

(888) 997-6477

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Shares, without par value

(Title of each class of securities covered by this Form)

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:



Rule 12h-6(a) ☒		Rule 12h-6(d) ☐
(for equity securities)		(for successor registrants)

Rule 12h-6(c) ☐		Rule 12h-6(i) ☐
(for debt securities)		(for prior Form 15 filers)

PART I

Item 1. Exchange Act Reporting History

A. Snipp Interactive Inc. (the “Company”) voluntarily applied for SEC registration pursuant to Section 13(a) and Section 12(g) of the Exchange Act of the Securities Exchange Act of 1934, as amended, on October 22, 2014 with the filing of a Registration Statement on Form 20-F. The Company cleared SEC review of its Registration Statement on Form 20-F on February 25, 2015, which resulted in the Company’s shares being registered under Section 12(g) of the Exchange Act.

B. The Company has filed all reports required under Exchange Act Section 13(a) or Section 15(d) and corresponding Securities and Exchange Commission rules for the 12 months preceding the filing of this Form, and has filed at least one annual report under Section 13(a) of the Exchange Act.

Item 2. Recent United States Market Activity

The Company’s common shares have never been sold in the United States in a registered offering under the Securities Act of 1933, as amended.

Item 3. Foreign Listing and Primary Trading Market

A. The Company maintains a listing of its common shares on the Toronto Venture Stock Exchange (the “TSX-V”) located in Canada which constitutes the primary trading market for the securities.

B. The date of initial listing of the Company’s common shares on the TSX-V was August 25, 2010. The Company has maintained a listing of its common shares on the TSX-V for at least 12 months preceding the filing of this Form.

C. During the recent 12-month period beginning April 1, 2019 and ending March 31, 2020, trading in Canada constituted 91.7% of the trading of the Company’s common shares.

Item 4. Comparative Trading Volume Data

Not applicable.

Item 5. Alternative Record Holder Information

As of March 31, 2020, there were 64 recordholders of the subject class of equity securities on a worldwide basis. The Company relied on information from Computershare Investor Services Inc. to determine the number of holders of its equity securities.

Item 6. Debt Securities

Not applicable.

Item 7. Notice Requirement

A. The Company published the notice required by Rule 12h-6(h) disclosing its intent to terminate its duty to file reports under section 13(a) and Section 15(d) of the Exchange Act on April 27, 2020.

B. The notice was disseminated in the United States by Accesswire. In addition, the notice is attached as Exhibit 10.1 to this Form 15F.

Item 8. Prior Form 15 Filers

Not applicable.

PART II

Item 9. Rule 12g3-2(b) Exemption

The Company will publish the information required under Rule 12g3-2(b)(1)(iii) on the System for Electronic Document Analysis and Retrieval (SEDAR) at its website: http://www.sedar.com.

PART III

Item 10. Exhibits



Exhibit 10.1		Notice pursuant to Rule 12h-6(h) under the Exchange Act, dated April 27, 2020.

Item 11. Undertakings

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:


	(1)	The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);


	(2)	Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or


	(3)	It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, Snipp Interactive Inc. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Snipp Interactive Inc. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.



	Snipp Interactive Inc.

Dated: April 27, 2020	By:	/s/ Atul Sabharwal
	Name:	Atul Sabharwal
	Title:	Chief Executive Officer

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SNIPP INTERACTIVE INC.

SNIPP INTERACTIVE ANNOUNCES INTENTION TO VOLUNTARILY TERMINATE

SEC REPORTING OBLIGATIONS

April 26, 2020

TORONTO, ON, CANADA - Snipp Interactive Inc. ("Snipp" or the “Company”) (TSX-V: SPN; OTCPK: SNIPF), announces it will voluntarily file a Form 15F with the United States Securities and Exchange Commission (the "SEC") to terminate the registration of its common shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and its corresponding reporting obligations under Section 13(a) of the Exchange Act.

Management of the Company is of the view that the costs associated with continuing the registration and reporting under the Exchange Act outweigh the benefits received by the Company from maintaining its registration.

The termination will become effective 90 days after the date of filing of the Form 15F with the SEC, or within such shorter period as the SEC may determine. Upon filling of the Form 15F, the Company's reporting obligations under the Exchange Act will be immediately suspended, including its obligations to file annual reports on Form 20-F and reports on Form 6-K.

The Company's common shares are currently quoted on the OTC Pink marketplace, operated by OTC Markets Group Inc. After filing of the Form 15F, the Company expects its common shares to continue to be quoted on the OTC Pink marketplace under the ticker symbol "SNIPF".

The Company's shares will continue to trade on the TSX-V under ticker symbol “SPN”, and the Company will continue to meet its Canadian continuous disclosure obligations through filings with the applicable Canadian securities regulators. All of the Company's filings can be found at the SEDAR website at www.sedar.com.

About Snipp:

Snipp is a global loyalty and promotions company with a singular focus: to develop disruptive engagement platforms that generate insights and drive sales. Our solutions include shopper marketing promotions, loyalty, rewards, rebates and data analytics, all of which are seamlessly integrated to provide a one-stop marketing technology platform. We also provide the services and expertise to design, execute and promote client programs. SnippCheck, our receipt processing engine, is the market leader for receipt-based purchase validation; SnippLoyalty is the only unified loyalty solution in the market for CPG brands. Snipp has powered hundreds of programs for Fortune 1000 brands and world-class agencies and partners.

Snipp is headquartered in Toronto, Canada with offices across the United States, Canada, Ireland, Europe, and India. The company is publicly listed on the Toronto Stock Venture Exchange (TSX-V) in Canada and is also quoted on the OTC Pink marketplace under the symbol SNIPF. Snipp was selected to the TSX Venture 50®, an annual ranking of the strongest performing companies on the TSX Venture Exchange, in 2015 and 2016. Snipp is ranked amongst the top 500 fastest growing companies in North America on Deloitte’s Technology Fast 500™, for the third year in a row.

FOR FURTHER INFORMATION PLEASE CONTACT: 

Snipp Interactive Inc.

Jaisun Garcha  

Chief Financial Officer

investors@snipp.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such as changes in demand for and prices for the products of the company or the materials required to produce those products, labour relations problems, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. The reader is cautioned not to put undue reliance on such forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.