The Ontario Securities Commission (OSC) granted Atlas Global Brands Inc. a partial revocation of a failure-to-file cease trade order (FFCTO) issued on August 8, 2023. The FFCTO was initially imposed due to the company’s failure to file required financial statements and management’s discussion and analysis (MD&A) for the fiscal year ending March 31, 2023, as mandated by National Instrument 51-102 and National Instrument 52-109. Subsequent failures included not filing interim financial statements and related MD&A for the periods ending June 30, September 30, and December 31, 2023.
Atlas Global Brands sought the partial revocation to complete a private placement under a loan agreement with Cambrosia Ltd., a subsidiary, which involved issuing 3,693,444 common shares to the lender as consideration. The loan agreement was necessary to sustain operations and address financial hardships, with the loan proceeds used for critical payments and legal claims.
The OSC granted the partial revocation under Section 144 of the Securities Act (Ontario), subject to conditions including providing the lender with copies of the FFCTO and the partial revocation order, and obtaining a signed acknowledgment from the lender that the securities remain subject to the FFCTO. The order will terminate upon the completion of the share issuance or 60 days from the order date.