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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 20 - F ( Mark One ) ☐ ☑ ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 ( b ) OR ( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 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 Date of event requiring this shell company report Commission file number : 001-39005 Sundial Growers Inc. ( Exact name of Registrant as specified in its charter ) # 300 , 919 11 Avenue SW Calgary , AB , Canada , T2R 1P3 Tel .: ( 403 ) 948-5227 Securities registered or to be registered , pursuant to Section 12 ( b ) of the Act Title of each class Common Shares Trading Symbol ( s ) SNDL Securities registered or to be registered pursuant to Section 12 ( g ) of the Act . None ( Title of Class ) Name of each exchange on which registered Nasdaq Capital Market Securities for which there is a reporting obligation pursuant to Section 15 ( d ) of the Act None ( Title of Class ) Indicate the number of outstanding shares of each of the issuer's classes of capital stock or common stock as of the close of business covered by the annual report . As at December 31 , 2020 , 918,844,133 common shares were issued and outstanding . Indicate by check mark if the registrant 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 registrant 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 registrant ( 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 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 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 . Indicate by check mark which basis of accounting the registrant 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 × If " Other " has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow . Item 17 Other Item 18