Numinus Missed Its Filing Date and Lost the TSX

Numinus Wellness Inc. missed its own January 28, 2025 date for delayed annual filings, and the British Columbia Securities Commission froze all trading in the shares the next day. The Vancouver mental health company had been under a management cease trade order since December 2, 2024, and had told investors that ordinary shareholders could still sell. That first order covered only the chief executive officers and the chief financial officer.

Twenty-one months later the clinics are gone, five former operating companies are in bankruptcy, the Toronto Stock Exchange has taken the stock off the board, and the cease trade order is still in force. A thinner company remains, built around trial sites and therapist training, with $0.5 million in cash.

The January 28 Date Came and Went

Numinus’s fiscal year ended August 31, 2024. Annual audited statements, the related management discussion, the annual information form, and the officer certificates were due on the usual 90-day clock, which landed in late November. On November 15, 2024, the company asked the BCSC for a temporary management cease trade order because those papers would be late.

The commission granted the order on December 2, 2024, under National Policy 12-203 for management halt orders. An MCTO stops named officers from trading. It is the lighter tool regulators use when a reporting issuer is late on continuous disclosure but still talking to the market. Numinus said it would keep issuing bi-weekly default status reports on SEDAR+ until the annual filings were in.

In a December 16, 2024 update, the company called the delay a result of unexpected delays and said it had a reasonable expectation that the annual filings would be finalized by January 28, 2025. The annual information form later filed for that year is blunter. It ties the slip to reduced staffing and the clinic sales then underway with the Canadian Centre for Psychedelic Healing and with Stella MSO LLC.

The January 28 date came and went without the statements. On January 29, 2025, 58 days after the MCTO, the BCSC issued a failure-to-file cease trade order under Multilateral Instrument 11-103. That order is not limited to management. The TSX suspended trading because of it.

A Full Halt Replaced the Management Order

The December updates had one job under NP 12-203: tell the market the default was still a filing delay, not a hidden disaster, and that other shareholders could keep trading. After January 29, that distinction died. Canadian trading in Numinus stopped for everyone, and it had not restarted in the company’s September 1, 2026 update.

The annual papers for fiscal 2024 did eventually land. The annual information form is dated July 25, 2025, 177 days after the failure-to-file order and 238 days after the original late-November deadline. By then the company behind those statements looked little like the clinic operator that had missed the first date.

THE ORDER THAT OUTLIVED THE CLINICS

1. November 15, 2024: Numinus applies to the BCSC for a temporary management cease trade order on the fiscal 2024 annual filings.
2. December 2, 2024: The commission grants the MCTO, restricting the chief executive officers and the chief financial officer from trading company securities.
3. December 16, 2024: A bi-weekly update says shareholders can still trade and sets January 28, 2025, as the expected filing date.
4. January 29, 2025: The BCSC issues a failure-to-file cease trade order. The TSX suspends the stock.
5. July 25, 2025: The fiscal 2024 annual information form is dated, months after the missed target.
6. April 22, 2026: The TSX delists the common shares.
7. September 1, 2026: Numinus says the fiscal 2025 audit and fiscal 2026 interims are filed and that it is positioned to seek a revocation of the cease trade order.

Holders who still treat that last step as a short paperwork fix are ignoring the length of the freeze. A halt that has already survived a missed date, a delisting, and five bankruptcies is no longer a calendar glitch.

Clinics Sold, Then Five Companies Went Bankrupt

The filing delay sat on top of an exit from brick-and-mortar care. On May 6, 2024, Numinus closed a deal with the Canadian Centre for Psychedelic Healing, which runs clinics under the Field Trip Health brand. Therapists contracted to Numinus could move over. Field Trip Health took certain assets from the Montreal, Toronto, and Vancouver sites, assumed the Montreal lease at 397 Avenue Laurier Ouest, and signed a three-year training and marketing pact. Numinus said it would earn a share of referral revenue. By August 31, 2024, the Canadian clinics were closed and no referral revenue had been booked.

The U.S. network went next. In December 2024 Stella acquired the five Utah clinics for US$3.53 million, structured as US$2.08 million at close, US$750,000 in six monthly instalments in 2025, and deferred compensation of up to US$700,000 if earned. The annual information form says Numinus received $1.0 million in cash at close and another $0.4 million of deferred payments by the July 25, 2025 filing date. Those clinics had produced $15,810,534 of the company’s $19,978,984 in fiscal 2024 revenue. Canadian clinics added $1,872,601. Clinical research was $3,554,655. The digital training line was $613,795. Total revenue had already slipped from $23,180,499 the year before.

On February 14, 2025, with the annual filings still outstanding, the board put five non-operating subsidiaries through bankruptcy. Michael Tan, then chief executive, said the step would let the company allocate resources more effectively and keep its focus on core operations. Dodick Landau Inc. was hired to run the proceedings. The parent said the filings did not stop Numinus Wellness Inc. from continuing.

THE FIVE BANKRUPTCY FILES

Creditor meetings had been held by the time the fiscal 2024 annual information form was signed, and no proposal had been accepted. The bioscience lab, once pitched as the first public Canadian company to harvest and extract Psilocybe mushrooms for research, had already surrendered its Health Canada licences. A provisional patent on a process to turn psychoactive fungi into therapeutic products was allowed to lapse.

What Shareholders Were Told in December 2024

The December 16, 2024 update is the document that still sits over this story, because it is the last time Numinus told the market the problem was contained.

The MCTO does not affect the ability of shareholders to trade their securities.

Numinus Wellness Inc., December 16, 2024 news release

The same release said the company would stop share buybacks under its normal course issuer bid and would not issue or acquire securities from an insider or employee while the MCTO was in place. It also ran through the four NP 12-203 confirmations: no failure to meet the alternative information guidelines, no other specified default, no insolvency proceedings, and no undisclosed material information.

That insolvency line was true of the parent on December 16. It did not stay a full picture. Two months later five subsidiaries were in BIA proceedings, and the asset sales left liabilities in the old clinic entities, with indemnities still running back to Numinus. The annual information form warns that the company may not have the funds or insurance to cover those claims.

Thin public information is now part of the freeze. People who still hold the stock keep asking where the next filing is, then treating the cease trade order as a rumour rather than the fact that has blocked Canadian trading since January 29, 2025.

Training and Trial Sites Are What Is Left

After the clinic sales, Numinus said its remaining work sat in two lines: Cedar Clinical Research, a contract trial site operation in Utah, and Practitioner Training through Numinus Digital. On March 20, 2025, the State of Colorado approved the company’s psychedelic-assisted therapy training program under the Natural Medicine Health Act, Proposition 122. The training arm has been the one piece of the old model that still prints a segment profit.

WHAT IS STILL RUNNING

• Cedar Clinical Research: Third-party psychedelic and biotech trial work in Utah, with Q3 fiscal 2026 revenue of $1.2 million, up 29.0% from $0.9 million in Q2.
• Practitioner Training: Courses for therapists, with Q3 revenue of $0.4 million, down from $0.7 million in Q2, and segment profit of $0.8 million for the nine months ended May 31, 2026.
• The parent listing: Common shares quoted on OTC Pink as NUMIF, delisted from the TSX, still subject to the BCSC cease trade order in Canada.

On September 1, 2026, Numinus reported continuing-operations results for the quarter ended May 31, 2026. Headline “revenue of $4.5 million for the period ending Q3 2026” is the nine-month figure. The quarter itself was almost unchanged from the prior three months.

Q3 FISCAL 2026 VERSUS Q2

The training profit and the Cedar rebound are real. They are also small against the books those clinics used to carry, and they have not been enough to refill the cash account. For the nine months ended May 31, 2025, when the wind-down was still fresh, management recorded an accumulated deficit of $139.5 million and a net loss of $11,078,033, and said continuation as a going concern depended on profitable operations or new funds.

The TSX Took Numinus Off the Board in April

The exchange did not wait for the cease trade order to lift. The TSX opened a delisting review in November 2025 on financial condition and operating results, the discontinuance or divestiture of a substantial portion of operations, disclosure requirements, and change of business. Those are the tests that match what Numinus actually did: sell the clinics, miss the annual filings, and shrink into training and contract research.

Shareholders had already given the board permission to leave. The management information circular dated July 29, 2025, and the annual meeting held on August 28, 2025, authorized a voluntary TSX delist if the directors thought it was in the company’s interest. Numinus also missed the February 28, 2026, deadline under TSX rules for an annual meeting covering the year ended August 31, 2025.

On March 19, 2026, the TSX Continued Listing Committee decided to delist the common shares effective April 22, 2026. The company said the delisting did not come from a request of its own, though it lined up with the authority shareholders had already voted. Because the cease trade order was still in place, the delisting did not change Canadian trading status. The shares were already frozen. Numinus said it would remain a reporting issuer and that it had applied to list on the Canadian Securities Exchange, which could happen only after the cease trade order is revoked and the CSE’s own tests are met.

The audit trail behind that application has been messy. On October 10, 2025, Davidson resigned as auditor on its own, and MNP LLP took the file. Numinus said the fiscal 2025 audit was on track for the end of November 2025. That date slipped. The company later said the August 31, 2025, audit was complete by the time of the September 1, 2026, update, along with the outstanding interims for fiscal 2026 through May 31, 2026.

The CSE Bid Meets a $3.8 Million Gap

The September 1, 2026, release is the closest Numinus has come to saying the freeze might end. Completing the 2025 audit and catching up the 2026 interims, it said, positioned the company to satisfy the BCSC’s requirements for a revocation. Management said it would keep pushing the CSE application, and that restoring trading and liquidity was the primary strategy for the next phase of growth. A listing there still depends on CSE approval, which the company said cannot be guaranteed. The fiscal 2026 year-end audit, for the year ended August 31, 2026, was still described as work to complete in the March listing update.

THE BALANCE SHEET BEHIND THE LISTING PLAN

• Cash: $0.5 million as of May 31, 2026, matching the $0.5 million reported as of August 31, 2025.
• Working capital: a deficiency of $3.8 million as of May 31, 2026.
• Quarterly loss: $314,434 for the quarter ended May 31, 2026, wider than the $161,636 loss in the prior quarter.
• Training profit: $0.8 million of segment profit for the nine months ended May 31, 2026, with a profit in each quarter since August 31, 2025.

Q4 fiscal 2025, reported on August 28, 2026, showed revenue of $2.3 million, up 29.0% from Q3 2025, and gross profit of $1.4 million compared with $0.8 million. That is the better quarter in the new model. It still ended with the same $0.5 million cash figure the company later printed at May 31, 2026.

Payton Nyquvest, the founder, later spoke as executive chairman after President Donald Trump signed an April 2026 executive order directing U.S. agencies to speed psychedelic research. Numinus positioned Cedar and the training programs as picks and shovels for that shift. The remaining holders who call the cease trade order temporary are making the same bet, that a trial-site and teaching shop can outrun a 21-month freeze. The September 1, 2026, filing update did not lift the order. It said the company was positioned to ask.

Disclaimer: This article is news reporting and analysis of Numinus Wellness Inc.’s public filings, news releases, and listing status, and it is for information only. It is not investment advice, a solicitation to buy or sell any security, or a recommendation on whether the cease trade order will be revoked or whether a Canadian Securities Exchange listing will be approved. Readers who are considering any action involving NUMI, NUMIF, or related securities should consult a registered investment adviser or securities lawyer who can review their own situation. Figures, listing status, and the cease trade order described here reflect the company’s disclosed documents as of the dates named in the article and can change when new filings or orders are issued.