Application by an issuer for a revocation of a cease trade order -- cease trade order issued because the issuer had 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.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
INVIRO MEDICAL INC.
WHEREAS the securities of the Applicant are subject to a temporary cease trade order made by the Director dated May 13, 2009 under paragraph 2 and paragraph 2.1 of subsection 127(1) and subsection 127(5) of the Act, as extended by an order dated May 25, 2009 (together, the "Current Cease Trade Order") directing that all trading in the securities of the Applicant cease until the order is revoked by the Director;
AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") for an order pursuant to section 144 of the Act to revoke the Current Cease Trade Order;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated under the Canada Business Corporations Act on June 11, 2001.
2. The Applicant is a medical device company specializing in safe medication delivery systems.
3. The Applicant is a reporting issuer in British Columbia, Alberta, Manitoba and Ontario. The Applicant is not a reporting issuer in any other jurisdiction in Canada.
4. The Applicant's registered and head office is located at 1755 North Brown Road, Suite 150, Lawrenceville, Georgia 30043.
5. The British Columbia Securities Commission ("BCSC") is the principal regulator of the Applicant.
6. As at the date hereof, the authorized capital of the Applicant consists of an unlimited number of common shares, of which 21,103,319 common shares are issued and outstanding and an unlimited number of preferred shares, of which 1,622,661 preferred shares are issued and outstanding.
7. Neither the common shares or the preferred shares of the Applicant are listed on any exchange or trading system.
8. The Current Cease Trade Order was issued due to the Applicant's failure to file, in accordance with the requirements of Ontario securities law, the annual financials statements and the related management's discussion and analysis for the year ending December 31, 2008 (the "Continuous Disclosure Documents").
9. The BCSC and the Manitoba Securities Commission also issued cease trade orders dated May 13, 2009.
10. The Applicant failed to file the Continuous Disclosure Documents due to a reduction in accounting personnel brought about by financial difficulties.
11. The Applicant filed the Continuous Disclosure Documents and related officer's certificates on SEDAR on June 10, 2009.
12. Other than the Cease Trade Order, the Applicant is not in default of its continuous disclosure obligations under Ontario securities law and has paid all outstanding fees to the Commission, including all applicable activity and participation fees and late fees.
13. There current directors and officers of the Company are as follows:
(a) Dr. Fraser Rosslyn Sharp -- Director and Chief Technical Officer;
(b) Ian Houston -- Director;
(c) Michael Poelking -- Chief Financial Officer;
(d) John Hatcher -- Director;
(e) Anthony Holler -- President, Chief Executive Officer, Chairman and Director;
(f) Todd Patrick -- Director; and
(g) Bernhard Zinkhofer -- Corporate Secretary.
14. There have been no material changes to the Applicant's business or operations since the date of the Current Cease Trade Order, and there are currently no such material changes planned.
15. The Applicant's issuer profiles on SEDAR and SEDI are up to date.
16. Upon the issuance of this revocation order, the Applicant will issue a news release.
17. The Applicant 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 the foregoing.
18. The Applicant held its last annual general meeting on June 30, 2009.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Current Cease Trade Order;
IT IS ORDERED, pursuant to section 144 of the Act, that the Current Cease Trade Order is revoked
DATED at Toronto, this 15th day of March, 2010.