Decision in brief: Ontario Securities Commission v Bharti, Enforcement Proceeding, Settlement, May 8, 2026

In this enforcement case, the OSC says that Stan Bharti and Neil Said broke Ontario securities law. They did not make sure that Medivolve Inc.’s news releases and financial statements disclosed that Bharti and Said personally benefited when Medivolve bought part of Amino Therapeutics Inc. This should have been disclosed because Bharti was a director of Medivolve and Said was its CEO.

Medivolve announced that it bought part of Amino for US $2 million and 15 million Medivolve common shares. It did not disclose that some of these shares were going to Bharti and Said, through their holding companies, and not Amino’s owners. Bharti received 3 million shares valued at $915,000. Said received 2.8 million shares valued at $854,00. This was also not disclosed in Medivolve’s press release when the transaction was completed or in Medivolve’s financial statements. When Medivolve asked the Canadian Securities Exchange to approve the transaction, it said that Bharti and Said’s holding companies were not related to it, which was not true.

Bharti and Said agreed to settle the case with the OSC. Bharti agreed to pay an administrative penalty of $785,000 and costs of $50,000, and disgorge (give up to the OSC) $915,000. He also agreed to be permanently banned, with limited exceptions, from acting as a director or officer of any issuer or registrant. Said agreed to pay an administrative penalty of $200,000 and costs of $46,000, and disgorge $854,000. He also agreed to be banned from acting as a director or officer of any issuer or registrant for five years, with limited exemptions.

In this hearing, the Tribunal found that the proposed settlement was reasonable and in the public interest and approved the settlement agreement.

Bharti and Said’s misconduct was serious. They tried to hide that they personally benefitted from Medivolve’s purchase of part of Amino. Bharti had decades of capital markets experience and Said was an Ontario lawyer. On the other hand, by settling this case, Bharti and Said have recognized their wrongdoing and have accepted responsibility.

It is appropriate that Bharti’s sanctions are greater than Said’s. Bharti was directly involved in decision-making at Medivolve. He was the CEO before Said, who replaced him shortly before the transaction was announced. Bharti negotiated the transaction when he was CEO, and voted to approve it when he was a director.