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SASKATOON, Saskatchewan, April 29, 2024--(BUSINESS WIRE)--ZYUS Life Sciences Corporation ("ZYUS" or the "Company") (TSXV: ZYUS) today announces that, as a result of a delay by the Company’s auditor, KPMG LLP, in completing its audit of the Company’s audited annual financial statements, the Company’s audited annual financial statements, the related management’s discussion and analysis, and the accompanying chief executive officer and chief financial officer certification for its financial year ended December 31, 2023 (the "Annual Filings") are not expected to be finalized by end of day on April 29, 2024 (the "Filing Deadline"), as required under Parts 4 and 5 of National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.
Upon becoming aware of the delay, the Company made an application to the Ontario Securities Commission (the "OSC"), as its principal regulator, under National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203") requesting that a management cease trade order ("MCTO") be imposed in respect of the late filing of the Annual Filings which, if granted, would have prohibited the chief executive officer and the chief financial officer from trading in securities of the Company for so long as the Annual Filings were not filed, but which would not have affected the ability of shareholders who are not insiders of the Company to trade their securities of the Company. However, the OSC advised the Company that it would not grant the MCTO on the basis that the application was made less than two weeks prior to the Filing Deadline. The Company proposes to make further submissions to the OSC regarding the granting of an MCTO. If the OSC maintains its decision not to grant the MCTO and the Company is unable complete the Annual Filings by the Filing Deadline, the Company expects that the OSC will impose a failure-to-file-cease-trade-order ("CTO") pursuant to National Policy 11-207. A CTO would prohibit the trading by any person of any securities of the Company in Canada, including trades in the Company's common shares made through the TSX Venture Exchange. Once issued, the CTO will remain in place until revoked by the OSC. The Company expects that the OSC will review the Annual Filings at such time as the Annual Filings are filed by the Company and expects this review to result in revocation of the CTO.
The delay in completing and filing the Annual Filings is due to accounting for various complex accounting matters, including the Company’s reverse takeover transaction and completion of additional audit procedures required to be performed. The Company believes the principal accounting issues have been addressed and continues to work diligently to complete the Annual Filings and is making good progress working with its auditor, with the intent of a timely resolution of this anticipated delay. The Company expects to be in a position to file the Annual Filings during the week beginning May 6, 2024 and will issue a news release announcing completion of filing of the Annual Filings at such time as they are completed and filed.
About ZYUS Life Sciences Corporation
ZYUS (TSXV: ZYUS) is a life sciences company focused on the development and commercialization of novel cannabinoid-based pharmaceutical drug candidates for pain management. Through rigorous scientific exploration and clinical research, ZYUS aims to secure intellectual property protection, safeguarding its innovative therapies and bolstering shareholder value. ZYUS’ unwavering commitment extends to obtaining regulatory approval of non-opioid-based pharmaceutical solutions, in pursuit of transformational impact on patients’ lives. For additional information, visit www.zyus.com or follow us on X (formerly known as Twitter) @ZYUSCorp.
Cautionary Statement Regarding Forward Looking Information
Information and statements contained in this news release that are not historical facts are "forward-looking information" within the meaning of applicable securities legislation that involve risks and uncertainties relating, but not limited, to ZYUS’ current expectations, intentions, plans, and beliefs. Forward-looking information can often be identified by forward-looking words such as "anticipate", "believe", "expect", "goal", "plan", "target", "intend", "estimate", "could", "should", "may" and "will" or the negative of these terms or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Examples of forward-looking information in this news release include, without limitation: the timing of filing of ZYUS’ Annual Filings, whether the application for the MCTO will continue to be denied by the OSC and whether ZYUS will remedy the default by May 15, 2024; the impact of a MCTO on ZYUS, its shareholders and directors; the impact of a CTO on ZYUS, its shareholders and directors; and revocation of any CTO or MCTO. This forward-looking information is based, in part, on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially different from those expressed or implied by forward-looking information.
Security holders, potential security holders and other prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Such risks include the risk that the Annual Filings will be delayed beyond May 15, 2023 and the factors discussed from time to time in ZYUS’ filings with the Canadian Securities Authorities, copies of which can be found under ZYUS’ profile on the SEDAR+ website at www.sedarplus.ca. Security holders, potential security holders and other prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. ZYUS undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.
