[POS AM] SunOpta Inc. SEC Filing

Rhea-AI Filing Summary

SunOpta Inc. files post-effective amendments to withdraw and terminate six Form S-3 registration statements, removing from registration the unsold securities previously covered by those statements.

The amendments specifically identify Registration Nos. 333-180647 (up to 850,000 common shares), 333-109016 (up to 196,809 common shares), 333-104423 (up to 1,863,744 common shares), 333-83096 (up to 4,250,000 common shares), 333-65656 (up to 5,358,794 common shares), and 333-62388 (up to 112,500 common shares). The deregistration follows a court-approved plan of arrangement under which all issued common shares were acquired on May 1, 2026.

Insights

Corporate Finance Lawyer

Post-effective amendments formally withdraw multiple resale S-3s after a change of control.

The filings terminate the effectiveness of the listed Form S-3 registration statements and remove any unsold securities registered under those statements. The action follows a court-approved statutory plan of arrangement consummated on May 1, 2026.

Key dependency is the completed acquisition by Pegasus BidCo B.V. and its subsidiary; subsequent paperwork reflects the change in capital structure and removes potential resale overhang from these specific registrations.

Securities Compliance Analyst

Deregistration is administrative and aligns public records with the takeover transaction.

Each registration statement is cited with its original resale cap (for example, 333-65656: 5,358,794 shares). The company states there will be no remaining securities registered under these S-3s after the amendments.

Investors should note this is a cleanup step tied to the Arrangement Agreement; cash-flow treatment and purchaser considerations are described as part of the acquisition language in the filing.

Key Figures

Reg. No. 333-180647 coverage: 850,000 shares Reg. No. 333-109016 coverage: 196,809 shares Reg. No. 333-104423 coverage: 1,863,744 shares +4 more

7 metrics

Reg. No. 333-180647 coverage 850,000 shares resale of up to 850,000 Common Shares

Reg. No. 333-109016 coverage 196,809 shares resale of up to 196,809 Common Shares

Reg. No. 333-104423 coverage 1,863,744 shares resale of up to 1,863,744 Common Shares

Reg. No. 333-83096 coverage 4,250,000 shares resale of up to 4,250,000 Common Shares

Reg. No. 333-65656 coverage 5,358,794 shares resale of up to 5,358,794 Common Shares

Reg. No. 333-62388 coverage 112,500 shares resale of up to 112,500 Common Shares

Acquisition closing date May 1, 2026 court-approved plan of arrangement closing date

Key Terms

Post-Effective Amendment, Form S-3, resale, plan of arrangement, +1 more

5 terms

Post-Effective Amendment regulatory

"These Post-Effective Amendments (these “Post-Effective Amendments") filed by SunOpta Inc."

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-3 regulatory

"FORM S-3 REGISTRATION STATEMENT NO. 333-180647"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

resale market

"relating to the resale of up to 850,000 common shares"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

plan of arrangement legal

"court-approved statutory plan of arrangement under the Canada Business Corporations Act"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

deregister regulatory

"terminates the effectiveness of the Registration Statements and removes from registration"

Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.

As filed with the Securities and Exchange Commission on May 1, 2026

Registration No. 333-180647

Registration No. 333-109016

Registration No. 333-104423

Registration No. 333-83096

Registration No. 333-65656

Registration No. 333-62388

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 REGISTRATION STATEMENT NO. 333-180647

FORM S-3 REGISTRATION STATEMENT NO. 333-109016

FORM S-3 REGISTRATION STATEMENT NO. 333-104423

FORM S-3 REGISTRATION STATEMENT NO. 333-83096

FORM S-3 REGISTRATION STATEMENT NO. 333-65656

FORM S-3 REGISTRATION STATEMENT NO. 333-62388

UNDER

THE SECURITIES ACT OF 1933

SunOpta Inc.

(Exact name of Registrant as specified in its charter)

Canada		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7078 Shady Oak Road Eden Prairie, Minnesota 55344 (Address of principal executive offices) (Zip Code)

Copy to:

Greg Gaba Chief Financial Officer 7078 Shady Oak Road Eden Prairie, MN 55344 (952) 820-2518 (Name, address and telephone number including area code, of agent for service) Eric Zhi Simpson Thacher & Bartlett LLP 1000 Main Street, Suite 2900 Houston, TX 77002 (713) 423-8732

Approximate date of commencement of proposed sale to the public:

Not applicable. 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

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 SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) filed by SunOpta Inc. (the “Registrant”) relate to the following registration statements on Form S-3 (together, the “Registration Statements”):

1. Registration Statement No. 333-180647, filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 10, 2012, as amended on June 25, 2012 and July 19, 2012, relating to the resale of up to 850,000 common shares, no par value, of the Registrant (the “Common Shares”) by a selling security holder;

2. Registration Statement No. 333-109016, filed with the Commission on September 22, 2003, as amended September 30, 2003, relating to the resale of up to 196,809 Common Shares by selling security holders;

3. Registration Statement No. 333-104423, filed with the Commission on April 10, 2003, as amended July 14, 2003 and July 25, 2003, relating to the resale of up to 1,863,744 Common Shares by selling security holders;

4. Registration Statement No. 333-83096, filed with the Commission on February 20, 2002, as amended February 27, 2002, relating to the resale of up to 4,250,000 Common Shares by selling security holders;

5. Registration Statement No. 333-65656, filed with the Commission on July 23, 2001, as amended July 27, 2001 and August 15, 2001, relating to the resale of up to 5,358,794 Common Shares by selling security holders; and

6. Registration Statement No. 333-62388, filed with the Commission on June 6, 2001, as amended June 21, 2001, relating to the resale of up to 112,500 Common Shares by a selling security holder.

On May 1, 2026, pursuant to the Arrangement Agreement, dated February 6, 2026 (the “Arrangement Agreement”) by and among the Registrant, Pegasus BidCo B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Parent”), and 2786694 Alberta Ltd., a corporation formed under the laws of the Province of Alberta and a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser acquired all of the issued and outstanding common shares of the Company, including the common shares issuable on the exchange of the Company’s issued and outstanding shares of Series B-1 Preferred Stock, by way of a court-approved statutory plan of arrangement under the Canada Business Corporations Act. As a result of the transactions contemplated by the Arrangement Agreement, the Registrant has terminated any and all offerings and sales of securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities of the Registrant registered under such Registration Statement which remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration all of the securities that remain unsold under the Registration Statements as of the date hereof, if any.

The Registrant is filing these Post-Effective Amendments to withdraw and remove from registration all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to these Post-Effective Amendments, there will be no remaining securities registered by the Registrant pursuant to the Registration Statements.

SIGNATURES

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-3 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Eden Prairie, Minnesota, on May 1, 2026.

SUNOPTA INC.
By:		/s/ Greg Gaba
		Name: Greg Gaba
		Title: Chief Financial Officer

Pursuant to Rule 478 under the Securities Act of 1933, no other person is required to sign these Post-Effective Amendments.