The Ontario Securities Commission (OSC) issued a partial revocation of a cease trade order (CTO) against Fire & Flower Holdings Corp. (the Issuer), which was originally implemented due to the company’s failure to file required financial documents. The partial revocation was granted to allow the Issuer to proceed with a court-approved transaction under the Companies’ Creditors Arrangement Act (CCAA).
Key facts include the Issuer’s failure to file interim financial statements, management’s discussion and analysis, and related certifications for the period ended June 30, 2023. Subsequently, the Issuer entered CCAA proceedings and sought a buyer or investor through a court-approved sale and investment solicitation process (SISP). FIKA Cannabis (FIKA) was selected as the successful bidder.
The court-approved transaction involves the sale and issuance of 1,000,000,000 Class A Common shares to FIKA for CAD 36 million. The court also authorized the cancellation of all other equity interests in the Issuer except for the Purchased Shares.
The partial revocation is conditional on FIKA receiving a copy of the CTO, the partial revocation order, and a written notice acknowledging that all securities of the Issuer, including those issued in the transaction, will remain subject to the CTO unless further relief is granted or a full revocation is issued. The Issuer also intends to cease being a reporting issuer following the transaction’s completion.
The decision is based on section 144 of the Securities Act (Ontario) and is subject to the conditions that the Issuer provides the required documents and acknowledgments to FIKA and that the order will expire upon the completion of the transaction or within 60 days of the order date.