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Small Pharma Inc. (formerly, Unilock Capital Corp.)

2023-12-08 | Order | Securities Act | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/small-pharma-inc-formerly-unilock-capital-corp

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).


The Securities Commission has granted Small Pharma Inc.’s application to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an issuer to cease being a reporting issuer.

The key points leading to this decision include:

1. Small Pharma Inc. is not an OTC reporting issuer, meaning it is not subject to certain U.S. over-the-counter market reporting obligations.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide.
3. Its securities are not traded on any public marketplace in Canada or internationally where trading data is reported.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status.
5. Small Pharma Inc. is not in violation of any securities laws in any jurisdiction.

The Ontario Securities Commission, acting as the principal regulator, determined that Small Pharma Inc. met the legislative criteria to cease being a reporting issuer and approved the application. The relevant laws and regulations include the Securities Act (Ontario) and Multilateral Instrument 11-102 Passport System, which facilitates a coordinated review process among Canadian jurisdictions.