Cannabist Company (CBSTF) deregisters unsold S-1 shares after CCAA filings

Rhea-AI Filing Summary

The Cannabist Company Holdings Inc. is filing Post-Effective Amendments to terminate and deregister all unsold common shares under its Form S-1 registration statements, including 18,755,082 and 33,366,315 common shares, as of the effectiveness of these amendments. The company cites commencement of a Canadian CCAA proceeding on March 24, 2026 and related Chapter 15 filings in the United States on March 25, 2026 as the context for terminating the offerings.

Insights

Restructuring Counsel

Post-effective amendments deregister unsold shares amid cross-border insolvency filings.

The filings state the Registrant commenced a CCAA proceeding on March 24, 2026 and filed Chapter 15 cases on March 25, 2026. The company is terminating offerings and deregistering all unsold common shares under the noted Form S-1 registration statements as of the effectiveness of these amendments.

These actions are procedural steps tied to the insolvency process; cash‑flow treatment and creditor impacts are not described in the excerpt. Subsequent court filings and claims schedules will clarify creditor priorities and any retained equity value.

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.

FAQ

What does CBSTF's Post-Effective Amendment do?

It terminates the S-1 offerings and deregisters unsold common shares as of effectiveness. The amendments remove registration for the previously registered common shares under the listed registration statements.

How many shares were registered under the affected S-1s for CBSTF?

The filings list 18,755,082 common shares under Registration No. 333-265095 and 33,366,315 common shares under Registration No. 333-275061. Both totals are presented in the table of registered amounts.

Why is CBSTF terminating its registration statements?

The company cites commencement of a Canadian CCAA proceeding on March 24, 2026 and related Chapter 15 filings on March 25, 2026, and is terminating registered offerings in connection with those proceedings.

Will any securities remain registered under these S-1 statements?

No. The Post-Effective Amendments state that no securities will remain registered pursuant to the Registration Statements upon the effectiveness of these amendments.

Who signed the Post-Effective Amendments for CBSTF?

The amendments were signed on behalf of the company by David Sirolly, Chief Legal Officer & General Counsel, with the signature dated March 25, 2026.