SunOpta deregisters S-3 resale registrations

SunOpta Inc. filed post-effective amendments to six Form S-3 registration statements to withdraw and deregister resale registrations that remained unsold.

Rhea-AI Filing Summary

SunOpta Inc. filed post-effective amendments to six Form S-3 registration statements to withdraw and deregister resale registrations that remained unsold. The amendments follow the Arrangement Agreement and the acquisition of all issued and outstanding common shares by Purchaser on May 1, 2026.

The specific prior registrations referenced cover resales of up to 850,000, 196,809, 1,863,744, 4,250,000, 5,358,794, and 112,500 common shares; the company states there will be no remaining securities registered under those registration statements after these amendments.

Insights

Corporate Transactions Attorney

Post-effective amendments formalize deregistration after a court-approved arrangement and change of control.

The filing documents the legal step of terminating multiple resale registration statements after a court-approved statutory plan of arrangement effected a change of control on May 1, 2026. It cites the Arrangement Agreement and states the purchaser acquired all issued and outstanding common shares.

Key dependencies include the court approval already referenced and the registrant's undertakings in each registration statement to remove unsold securities by post-effective amendment; subsequent filings should show any related transfer agent or capitalization updates.

Key Figures

Effective date of amendments: May 1, 2026 Registration 333-180647: 850,000 shares Registration 333-109016: 196,809 shares +4 more

7 metrics

Effective date of amendments May 1, 2026 date of filing and acquisition closing

Registration 333-180647 850,000 shares resale by a selling security holder

Registration 333-109016 196,809 shares resale by selling security holders

Registration 333-104423 1,863,744 shares resale by selling security holders

Registration 333-83096 4,250,000 shares resale by selling security holders

Registration 333-65656 5,358,794 shares resale by selling security holders

Registration 333-62388 112,500 shares resale by a selling security holder

Key Terms

Post-Effective Amendment, Form S-3, Arrangement Agreement, resale by selling security holders

4 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.

Arrangement Agreement legal

"pursuant to the Arrangement Agreement, dated February 6, 2026"

An arrangement agreement is a legally binding plan that sets out the detailed terms and steps for a major corporate action—such as a merger, takeover, restructuring, or sale—and the approvals needed from shareholders, creditors and sometimes a court. It matters to investors because it determines who will own the company, how much they will receive, the timing and conditions for the deal to close, and the likelihood the transaction will actually happen; think of it as the project blueprint and checklist for a big corporate change.

resale by selling security holders financial

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

FAQ

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

What did SunOpta (STKL) deregister on May 1, 2026?

SunOpta filed post-effective amendments to withdraw six Form S-3 resale registrations. The amendments remove unsold securities registered under those statements after the company was acquired on May 1, 2026.

Which registrations did SunOpta (STKL) remove?

SunOpta removed Registration Nos. 333-180647; 333-109016; 333-104423; 333-83096; 333-65656; and 333-62388. Each related to resale registrations of common shares listed in the filing.

How many shares were covered by the prior resale registrations?

The referenced registration statements covered resales of up to 850,000; 196,809; 1,863,744; 4,250,000; 5,358,794; and 112,500 common shares, as stated in the post-effective amendment.

Why did SunOpta (STKL) terminate those offerings?

The filings state the offerings were terminated because Purchaser acquired all issued and outstanding common shares pursuant to a court-approved plan of arrangement, and the registrant therefore removed any unsold registered securities.

Will any securities remain registered under those S-3 statements?

After giving effect to the post-effective amendments, the registrant states there will be no remaining securities registered under those registration statements.

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

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Accepted by SEC EDGAR 05/01/2026 - 03:48 PM EDT Learn about SEC filing dates

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.