Section 144 -- full revocation of cease trade order upon remedying of defaults.
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, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF FPS PHARMA INC.
ORDER (Section 144)
WHEREAS the securities of FPS PHARMA INC. (the Applicant) are subject to a temporary cease trade order made by the Director dated December 9, 2015 under paragraph 2 of subsection 127(1) and subsection 127(5) of the Ontario Securities Act (the Act) and a further cease trade order made by the Director on December 21, 2015 under paragraph 2 of subsection 127(1) of the Act (collectively, the Ontario Cease Trade Order), ordering that all trading in the securities of the Applicant cease until the Ontario Cease Trade Order is revoked by the Director;
AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order;
AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the Commission) under section 144 of the Act for a revocation of the Cease Trade Order.
This order is based on the following facts represented by the Applicant:
1. The Applicant is a reporting issuer in the provinces of British Columbia, Alberta, Quebec and Ontario.
2. The Applicant is not in default of any requirements under Ontario securities law.
3. The Applicant has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.
4. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.
5. The Applicant's SEDAR profile and SEDI issuer profile supplement are current and accurate.
6. The British Columbia Securities Commission (the BCSC) and the Autorité des marchés financiers (the AMF) also issued cease trade orders in respect of the securities of the Applicant on November 20, 2015 and December 17, 2015, respectively, as a result of the failure to make the filings described in the cease trade order. The BCSC revoked its cease trade order effective January 29, 2016 and the AMF revoked its cease trade order effective February 2, 2016.
7. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Cease Trade Order. The Applicant will concurrently file the news release regarding the revocation of the Cease Trade Order on SEDAR.
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 Ontario Cease Trade Order.
IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is hereby revoked.
DATED at Toronto this 4th day of February, 2016