Rapid Dose Therapeutics Corp.
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
May 1, 2023
RAPID DOSE THERAPEUTICS CORP.
Under the securities legislation of Ontario (the Legislation)
1. Rapid Dose Therapeutics Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on August 26, 2022.
2. The Issuer has applied to the Principal Regulator under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.
3. Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.
4. This decision is based on the following facts represented by the Issuer:
(a) The Issuer was incorporated under the laws of the province of Ontario on February 27, 2008.
(b) The Issuer's head office is located at 1121 Walkers Line, Unit 3, Burlington, ON L7N 2G4.
(c) The Issuer is a reporting issuer in the jurisdictions of British Columbia, Alberta and Ontario (the Reporting Jurisdictions).
(d) The Issuer's authorized share capital consists of an unlimited number of common shares. As of the date hereof, 103,574,267 common shares are issued and outstanding.
(e) The Issuer's common shares are listed for trading on the Canadian Stock Exchange (CSE) under the symbol "DOSE". The common shares remain suspended on the CSE as of the date hereof. The common shares are not listed, quoted or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere.
(f) The Issuer intends to apply to the CSE to lift the suspension of its common shares as soon as the FFCTO is revoked.
(g) The FFCTO was issued by the Principal Regulator as a result of the Issuer's failure to file the following, within the required timeframe (collectively, the Initial Required Filings).
i. annual audited financial statements for the year ended February 28, 2022, as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);
ii. management's discussion and analysis relating to the annual audited financial statements for the year ended February 28, 2022, as required under NI 51-102;
iii. certifications of the annual filings for the year ended February 28, 2022 as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109);
iv. interim financial statements for the period ended May 31, 2022;
v. management's discussion and analysis relating to the interim financial statements for the period ended May 31, 2022 as required under NI 51-102; and
vi. certifications of the interim filings for the period ended May 31, 2022 as required by NI 52-109.
(h) Since the issuance of the FFCTO, the Issuer also failed to file the following documents within the required timeframe (collectively, the Additional Required Filings):
i. interim financial statements and related management's discussion and analysis for the interim periods ended August 31, 2022 and November 30, 2022 as required under NI 51-102; and
ii. certifications of the interim filings noted above as required by NI 52-109.
(i) On April 14, 2023, the Issuer filed a statement of executive compensation for the financial year ended February 28, 2023, which was noted by staff of the Principal Regulator as being outstanding.
(j) On April 14, 2023, to correct deficiencies noted by staff of the Principal Regulator, the Issuer refiled its management's discussion and analysis and related certifications for: (i) the financial year ended February 28, 2022; and (ii) the nine months ended November 30, 2022.
(k) The Issuer has now filed all outstanding continuous disclosure documents with the Principal Regulator, including the Initial Required Filings and the Additional Required Filings.
(l) The Issuer is: (i) up-to-date with all of its continuous disclosure obligations; (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the FFCTO; and (iii) not in default of any of its obligations under the FFCTO.
(m) The Issuer's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders (SEDI) are up-to-date.
(n) The Issuer has paid all outstanding activity, participating and late filing fees that are required to be paid and has filed all forms associated with such payments.
(o) The Issuer is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
(p) The Issuer has provided a written undertaking to hold an annual meeting within three months after the date on which the FFCTO is revoked and will prepare a management information circular in accordance with Form 51-102F5 Information Circular, which will be sent to shareholders and filed on SEDAR in accordance with NI 51-102.
(q) Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed by news release and/or material change report filed on SEDAR.
(r) Upon the issuance of this revocation order the Issuer will issue a news release announcing the revocation of the FFCTO, and concurrently file the news release on SEDAR.
5. The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.
6. The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.