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Medifocus Inc.

2023-02-03 | Order | Securities Act, 11-206 | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/medifocus-inc-0

Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.


The Securities Commission has granted Medifocus Inc. an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. This decision is based on several key factors:

1. Medifocus Inc. is a reporting issuer in British Columbia, Alberta, and Ontario but not in any other Canadian jurisdiction.
2. The company does not have a physical head office and is headquartered in Toronto, Ontario, with a mailing address in Maryland, USA.
3. Medifocus Inc. is under a failure-to-file cease trade order (FFCTO) due to not filing required financial documents.
4. The company filed for insolvency and underwent a court-approved restructuring, resulting in Asset Profits Limited (APL) becoming the sole shareholder.
5. Medifocus Inc.’s securities are not traded on any public market in Canada or internationally.
6. The company has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
7. Medifocus Inc. has no intention of seeking public financing in Canada.

The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The outcome is that Medifocus Inc. is no longer a reporting issuer and is relieved from the associated obligations in all Canadian jurisdictions where it held this status.