PharmaCielo Announces Revocation of FFCTO and Related Corporate Matters

Executive Summary

• The Ontario Securities Commission revoked PharmaCielo’s failure‑to‑file cease‑trade order, allowing its shares to resume trading on the TSX Venture Exchange.
• FY 2025 interim results show revenue of $1.212 M and a reduced net loss of $2.687 M versus $5.219 M a year earlier; Adjusted EBITDA loss narrowed to $(531) K.
• The company disclosed related‑party bridge loans totaling $2.15 M, the 2024 debenture unit issuance (985 units for $985 K), and a working‑capital deficiency of $20.0 M with a remedial plan involving asset sales and upcoming equity transactions.

Key Details

• Regulatory reinstatement – Effective Oct 27 2025, OSC lifted the FFCTO after PharmaCielo filed its audited FY 2025 financial statements on SEDAR+. Trading to resume immediately.
• FY 2025 interim financials (Six months ended Sep 30):
• Revenue: $1.212 M (down from $2.113 M YoY)
• Adjusted EBITDA loss: $(531) K (vs. $(2,218) K YoY)
• Net loss: $(2.687) M (vs. $(5.219) M YoY)
• Net loss per share: $(0.014) (vs. $(0.031) YoY)
• Related‑party bridge loans: Aggregate principal $2,150,000 at 11% annual interest, secured by company assets; $1.95 M from Chairman Marc Lustig and $200 K from Douglas Bache. Loans classified as non‑convertible secured loans under MI 61‑101 exemption.
• 2024 Debenture Units: 985 units issued Jan–May 2024 for total gross proceeds of $985,000; each unit = $1,000 principal 11% secured debenture + 1,000 non‑transferable common share purchase warrants (exercise price $0.22, 60‑month term). Maturity June 30 2026.
• Working‑capital deficiency: $20,026,086 as of Sep 30 2025. Current liabilities: accounts payable/accrued $5.73 M; current debt portion $2.39 M; current debenture portion $15.43 M.
• Remedial actions: Proceeds from La Margarita property sale applied to reduce key payables; full repayment of Banco Agrario loan; approx. $4 M of debentures repaid Sep‑Oct 2025. Remaining debentures slated for conversion via potential equity transactions under review.
• Annual General Meeting: Last AGM held Feb 20 2024; company plans a Special and Annual General Meeting within the next several months to address outstanding corporate matters.

Notable Quotes

“With the filing of our financial statements and the lifting of the cease‑trade order, PharmaCielo is ready to move forward… Our priorities are clear: build consistent export volumes, deepen relationships with international partners, and selectively expand into markets where we can sustain profitability.” – Marc Lustig, Chairman & CEO

All figures in Canadian dollars unless otherwise noted.