Hapbee Applies for Management Cease Trade Order

Rhea-AI Summary

Hapbee Technologies (OTCQB: HAPBF) has announced a delay in filing its required financial statements for the year ended December 31, 2024. The delay stems from issues with their former auditor, Olayinka Oyebola & Co., who was charged with aiding and abetting securities fraud by the SEC in September 2024.

The company's current auditor, Morton Garellek, has been unable to obtain necessary files from the former auditor, requiring additional audit procedures. While the original filing deadline was April 30, 2025, Hapbee now expects to complete the required filings by June 30, 2025.

In response, Hapbee has applied for a Management Cease Trade Order (MCTO) that would restrict trading by the company's CEO and CFO in company securities. The company commits to issuing bi-weekly default status reports and confirms no steps toward insolvency have been taken.

Positive

• Company maintains normal operations with no steps toward insolvency
• Commitment to bi-weekly status updates for transparency

Negative

• Delay in filing required 2024 financial statements
• Former auditor charged with securities fraud by SEC
• Current auditor unable to access previous audit documentation
• Management Cease Trade Order (MCTO) requested, restricting executive trading

VANCOUVER, British Columbia, April 18, 2025 (GLOBE NEWSWIRE) -- Hapbee Technologies, Inc. (TSXV: HAPB) (OTCQB: HAPBF) (FSE: HA1) (“Hapbee” or the “Company”), the digital wellness technology company, announces that it anticipates a delay in the filing of the financial statements required pursuant to Parts 4 and 5 of National Instrument 51-102 Continuous Disclosure Obligations (the “Instrument”). The delay stems from the replacement of the Company’s last auditor, Olayinka Oyebola & Co., Chartered Accountants (the “Former Auditor”) in September of 2024. Shortly after the Company’s current auditor, Morton Garellek, Chartered Professional Accountant (the “Auditor”) was appointed, the Former Auditor was charged with aiding and abetting securities fraud by the Securities & Exchange Commission in the United States. Since that time, the Auditor has been unable to obtain files and documentation relating to the Company from the Former Auditor, which now require the Auditor to perform additional audit procedures in order to complete the Issuer’s audited consolidated financial statements. Both the Company and the Auditor continue to work diligently towards the completion and filing of the Company’s financial statements and MD&A.

The Instrument requires that the Company’s audited consolidated financial statements, MD&A, and Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) certifications (collectively, the “Required Filings”) relating to the audited consolidated financial statements for the year ended December 31, 2024, be filed by April 30, 2025. The Company expects that the Required Filings will be completed and filed on or before June 30, 2025.

In connection with the anticipated delays in making the Required Filings within the time periods mandated by the Instrument, the Company has made an application under National Policy 12-203 Management Cease Trade Orders (“NP 12-203”) to the British Columbia Securities Commission, as principal regulator for the Company, requesting that a management cease trade order (“MCTO”) be issued. If granted, the MCTO will restrict all trading by the Company’s CEO and CFO in securities of the Company, whether direct or indirect. The issuance of the MCTO will not affect the ability of persons who are not directors, officers or insiders of the Company to trade their securities. The MCTO will remain in effect until two business days after the Required Filings are filed or until it is revoked or varied.

The Company confirms that it intends to satisfy the provisions of the “alternative information guidelines” described in NP 12-203 by issuing bi-weekly default status reports in the form of a news release for so long as it remains in default of the requirement to make the Required Filings. The Company has not taken any steps towards any insolvency proceeding, and the Company has no material information relating to its affairs that has not been generally disclosed.

About Hapbee

Hapbee is a digital wellness technology company that aims to help people take control of how they sleep, perform, and feel. Hapbee’s digital wellness library of Blends and Routines utilizes patented ultra-low radio frequency energy (ulRFE^®), designed to help optimize users' sleep, productivity, recovery, and downtime. Hapbee devices and subscriptions are available for purchase at Hapbee.com and through a growing network of select distributors. You can learn more about how Hapbee works at www.hapbee.com/science.

Forward-Looking Statements

Certain statements included in this news release constitute forward-looking information or statements (collectively, "forward-looking statements"), including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "should" and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This news release contains forward-looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties, and other factors. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding the Company’s ability to meet its planned product marketing and development initiatives and the Company’s ability to achieve its e-commerce rollout and full-scale commercial launch as anticipated.

Factors that could cause the actual results to differ materially from those in the forward-looking statements include, delays in design, production, manufacturing, development or releases of signal blends, collection of data from customer use, or the Company may not be able to achieve its targets as anticipated or at all; changes in legislation and regulations; increase in operating costs; equipment failures; failure of counterparties to perform their contractual obligations; litigation; the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. These risks, uncertainties and assumptions could cause actual events or results to differ materially from those projected in any forward-looking statements. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company's forward-looking statements.  

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Media Contact: Jonathan Sheeri
jon@hapbee.com
T: 1 888-841-7086
www.hapbee.com

FAQ

Why is Hapbee (HAPBF) delaying its 2024 financial statements filing?

Hapbee is delaying due to their former auditor being charged with securities fraud, preventing access to necessary documentation and requiring additional audit procedures by the new auditor.

When will Hapbee (HAPBF) file its delayed 2024 financial statements?

Hapbee expects to file its 2024 financial statements by June 30, 2025, missing the original April 30, 2025 deadline.

What restrictions does the MCTO place on Hapbee (HAPBF) trading?

The MCTO restricts only the CEO and CFO from trading company securities, while other persons not affiliated with management can continue trading.

What measures is Hapbee (HAPBF) taking during the financial filing delay?

Hapbee will issue bi-weekly default status reports and has confirmed no steps toward insolvency have been taken.