LONDON, ON, Jan. 15, 2026 /CNW/ - Odd Burger Corporation ("Odd Burger" or the "Company") (TSXV: ODD) (OTC: ODDAF) announces that it anticipates it will be unable to meet the filing deadline of January 28, 2026 for the filing of the following continuous disclosure documents (collectively, the "Annual Filings"):
- the Company's audited annual financial statements for the year ended September 30, 2025, as required by section 4.2 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102");
- management's discussion and analysis for the year ended September 30, 2025, as required by section 5.1 of NI 51-102; and
- the related CEO and CFO certifications required under National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings.
The anticipated delay in filing the Annual Filings arises primarily from circumstances outside of the Company's control, notwithstanding the exercise of reasonable diligence by the Company.
In particular, the Company experienced an unexpected loss of anticipated liquidity resulting from the default of a third-party counterparty under a financing arrangement entered into in September 2025. As a direct consequence of that counterparty default, the Company was temporarily unable to satisfy outstanding audit fees. As a result, the Company's auditor, MNPLLP ("MNP"), temporarily suspended audit work pending payment. MNP has not resigned, remains the Company's auditor of record, and is prepared to resume audit work upon payment.
The Company has implemented cost-reduction initiatives and is actively pursuing asset dispositions to restore liquidity. The Company currently expects that MNP will be in a position to complete the audit of the annual financial statements on or about May 29, 2026, with the Annual Filings to be filed as soon as practicable thereafter.
In connection with the anticipated filing delay, the Company has applied to the Ontario Securities Commission, as principal regulator, for a management cease trade order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203"). If granted, the MCTO would prohibit trading in the Company's securities by the Company's chief executive officer and chief financial officer until the Annual Filings are filed. No decision has yet been made by the Ontario Securities Commission in respect of this application.
Until the Annual Filings have been filed, the Company intends to comply with the alternative information guidelines set out in NP 12-203, including the issuance of bi-weekly default status reports in the form of press releases for so long as the default remains outstanding.
The Company confirms that it is not subject to any insolvency proceedings. Other than as disclosed in this news release, there have been no material changes in the business or affairs of the Company that have not been previously disclosed.
About Odd Burger Corporation
Odd Burger Corporation is a franchised vegan fast-food restaurant chain and food technology company that manufactures a proprietary line of plant-based protein and dairy alternatives. Its manufactured products are distributed to Odd Burger restaurant locations through its foodservice line and also sold at grocery retailers through its consumer-packaged goods (CPG) line. Odd Burger restaurants operate as smart kitchens, which use state-of-the art cooking technology and automation solutions to deliver a delicious food experience to customers craving healthier and more sustainable fast food. With small store footprints optimized for delivery and takeout, advanced cooking technology, competitive pricing, a vertically integrated supply chain along with healthier ingredients, Odd Burger is revolutionizing the fast-food industry by creating guilt-free fast food that can be enjoyed at its restaurant locations or at home though its CPG line. Odd Burger Corporation is traded on the TSX Venture Exchange under the symbol "ODD" and on the OTC under the symbol "ODDAF". For more information visit https://www.oddburger.com.
Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable Canadian securities legislation. Forward-looking information includes statements regarding the anticipated timing of completion of the audit of the Company's annual financial statements, the timing of filing of the Annual Filings, and the Company's application for a management cease trade order ("MCTO").
Forward-looking information is based on management's current expectations and assumptions, including assumptions regarding the Company's ability to restore liquidity, satisfy outstanding audit fees, and complete the audit within the anticipated timeframe. Actual results may differ materially from those expressed or implied by such forward-looking information due to risks and uncertainties, including delays in audit completion, changes in circumstances affecting the Company's liquidity, and regulatory decisions regarding the MCTO application.
Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking information except as required by applicable securities laws.
Non-GAAP Measures
This news release may refer to certain non-GAAP measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS, and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The TSX Venture Exchange has neither approved nor disapproved the contents of this news release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE Odd Burger Corporation
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