The Ontario Securities Commission (OSC) has granted a full revocation of the cease trade order (CTO) against Medifocus Inc. This decision follows the company’s application for revocation under National Policy 11-207, which pertains to failure-to-file CTOs and their revocations across multiple jurisdictions.
Medifocus Inc. had been under a CTO since September 4, 2020, due to its failure to file annual and interim financial statements, management’s discussion and analysis (MD&A), and related certification documents. The company also failed to file subsequent interim financial statements and certificates after the CTO was issued.
The company underwent insolvency proceedings and restructuring, which included a court-approved transaction that resulted in Asset Profits Limited (APL) becoming the sole shareholder through a private placement and share consolidation. Following the restructuring, Medifocus Inc. completed all conditions of a previously granted partial revocation order and became a non-reporting issuer.
The OSC, as the Principal Regulator, determined that revoking the CTO was appropriate since Medifocus Inc. had addressed its defaults, except for the filing of the outstanding continuous disclosure documents, which was no longer required as the company ceased to be a reporting issuer. The revocation was made effective on the date Medifocus Inc. was confirmed to no longer be a reporting issuer.
The decision was made under the authority of sections 127 and 144 of the Securities Act (Ontario), which provide the OSC with the power to make such orders and are designed to protect investors and the integrity of the capital markets by ensuring that issuers meet their continuous disclosure obligations.