Cannabist Co. Deregisters Unsold Shares After CCAA Filing

The Cannabist Company Holdings Inc. is filing post-effective amendments to terminate two Form S-1 registration statements and deregister all unsold common shares registered thereunder.

Rhea-AI Filing Summary

The Cannabist Company Holdings Inc. is filing post-effective amendments to terminate two Form S-1 registration statements and deregister all unsold common shares registered thereunder.

The filing identifies Registration No. 333-265095 which originally registered 18,755,082 common shares and Registration No. 333-275061 which originally registered 33,366,315 common shares (including 11,122,105 issuable upon exercise of warrants). The deregistration follows commencement of a Canadian restructuring under the CCAA on March 24, 2026 and Chapter 15 petitions filed on March 25, 2026; as of the effectiveness of these amendments, no securities remain registered under those registration statements.

Insights

Restructuring Counsel

Deregistration follows cross-border insolvency filings in Canada and Chapter 15 cases in the U.S.

The post-effective amendments terminate the effectiveness of the two Form S-1 registration statements and deregister the unsold shares originally registered under Registration Nos. 333-265095 and 333-275061. The filings cite the commencement of a proceeding under the Companies’ Creditors Arrangement Act on March 24, 2026 and Chapter 15 petitions on March 25, 2026.

Timing and treatment of creditor claims and any distributions are governed by the Canadian Proceeding and the Chapter 15 recognition process; subsequent court filings will clarify the restructuring outcome and any impact on holders of the previously registered securities.

Securities Compliance Attorney

The company relies on the registration undertaking to remove unsold securities by post-effective amendment.

The amendments invoke the undertaking in the original registration statements to remove unsold registered securities upon termination of the offering and accordingly state that no securities remain registered under those statements. The filing cites specific share counts: 18,755,082 and 33,366,315, including 11,122,105 warrant-issuable shares and 356,970 pre-funded warrants in the latter registration.

Cash-flow treatment and disposition of issued or outstanding securities are not detailed here; future filings or court orders will define whether any registered but unsold securities were previously sold or how issued securities are treated in the restructuring.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CBSTF file in this post-effective amendment?

The company filed post-effective amendments terminating two Form S-1 registration statements and deregistering all unsold common shares. The amendments reference Registration Nos. 333-265095 and 333-275061 and state that no securities remain registered under those statements.

How many shares were originally registered under the Form S-1 filings?

Registration No. 333-265095 originally registered 18,755,082 common shares; Registration No. 333-275061 originally registered 33,366,315 common shares, including 11,122,105 shares issuable upon exercise of warrants.

Why is CBSTF terminating the registration statements?

The company cites commencement of a Canadian restructuring proceeding under the CCAA on March 24, 2026 and Chapter 15 petitions filed on March 25, 2026, and is terminating offerings and removing unsold registered securities pursuant to its registration undertaking.

Do any securities remain registered under these statements after the amendment?

No. The post-effective amendments state that, upon effectiveness, no securities remain registered pursuant to Registration Nos. 333-265095 and 333-275061; the amendments deregister any unsold common shares that remained registered.

Does the filing explain how creditors or existing shareholders will be treated?

The amendment does not describe creditor recoveries or shareholder distributions. It only terminates the registration statements; treatment of claims and securities will be addressed in the CCAA proceeding and Chapter 15 cases.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/25/2026 - 04:53 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on March 25, 2026

Registration No. 333-265095

Registration No. 333-275061

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

Form S-1 Registration Statement File No. 333-265095

Form S-1 Registration Statement File No. 333-275061

Under

The Securities Act of 1933

THE CANNABIST COMPANY HOLDINGS INC.

(Exact name of the registrant as specified in its charter)

British Columbia (State or other jurisdiction of incorporation or organization) 98-1488978 (I.R.S. Employer Identification No.)

321 Billerica Road

Chelmsford, MA 01824

(978) 910-1486

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Sirolly

Chief Legal Officer & General Counsel

The Cannabist Company Holdings Inc.

321 Billerica Road

Chelmsford, MA 01824

(978) 910-1486

(Name and address agent for service)

Copies to:

Weil, Gotshal & Manges LLP

767 5th Ave

New York, NY 10153

(212) 310-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF UNSOLD SECURITIES

These Post-Effective Amendments (the “Post-Effective Amendments”), filed by The Cannabist Company Holdings Inc., a British Columbia, Canada corporation (the “Registrant”), relate to the following Registration Statements on Form S-1 and any amendments previously filed by the Registrant (the “Registration Statements”) with the Securities and Exchange Commission (the “SEC”):

Registration No.	Date Originally Filed With the SEC	Number of Common Shares Registered
333-265095	May 20, 2022	18,755,082 common shares offered and sold from time to time by selling securityholders
333-275061	October 17, 2023	33,366,315 common shares consisting of 21,887,240 common shares, 11,122,105 common shares issuable upon exercise of common share purchase warrants, and 356,970 pre-funded warrants offered and sold from time to time by selling securityholders

On March 24, 2026, the Registrant and its debtor affiliate, the Cannabist Company Holdings (Canada) Inc. (together, the “Debtors”), commenced a proceeding under the jurisdiction of the Ontario Superior Court of Justice (Commercial List) pursuant to the Companies’ Creditors Arrangement Act (the “CCAA”) (the “Canadian Proceeding”). On March 25, 2026, the Debtors filed voluntary petitions for relief under chapter 15 of title 11 of the United States Code (such cases, the “Chapter 15 Cases”) in the United States Bankruptcy Court for the District of Delaware. In connection with the Canadian Proceeding and the filing of the Chapter 15 Cases, the Registrant is terminating all offerings of its securities pursuant to the existing registration statements under the Securities Act of 1933, including the Registration Statements.

Pursuant to the undertaking made by the Registrant in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant is filing these Post-Effective Amendments to terminate the effectiveness of the Registration Statements and to deregister, as of the effectiveness of these Post-Effective Amendments, any and all common shares of the Registrant registered thereunder that remain unsold as of the effectiveness date. As a result of this deregistration and upon the effectiveness of these Post-Effective Amendments, no securities will remain registered pursuant to the Registration Statements.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chelmsford, State of Massachusetts, on March 25, 2026.

THE CANNABIST COMPANY HOLDINGS INC.

By: /s/ David Sirolly

Name: David Sirolly

Title: Chief Legal Officer & General Counsel

Note: No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933.