Stan Bharti and Neil Said paid a combined $2.85 million in penalties, disgorgement and costs under settlements over Medivolve Inc.'s failure to disclose that they personally received shares through an acquisition.
The Capital Markets Tribunal approved the settlements on May 8, 2026, in Ontario Securities Commission v Bharti, 2026 ONCMT 20. Bharti accepted permanent director, officer, registrant and promoter restrictions, subject to specified exceptions for director and officer roles. Said accepted five-year restrictions, with a limited exception for his professional corporation.
Shares went to executives through holding companies
The agreed facts concerned Medivolve's April 2020 acquisition of 40 per cent of Amino Therapeutics Inc. for US$2 million and 15 million Medivolve common shares. Only five million shares went to Amino's owners. The remaining 10 million went to Bharti, Said and others.
Under his settlement agreement, Bharti acknowledged receiving three million shares through a holding company, valued at $915,000. He had been Medivolve's chief executive when the transaction was negotiated and remained a director when the board approved it. He did not recuse himself from the vote.
Said, an Ontario lawyer who succeeded Bharti as chief executive shortly before the acquisition was announced, received 2.8 million shares through an Ontario numbered company, valued at $854,000. His agreement also records his involvement in reviewing Medivolve's financial disclosures with the audit committee.
Not all directors were informed of the share allocations before approving the acquisition. Medivolve's announcement of the closing and financial disclosures filed later that April did not disclose the executives' receipt of shares or identify the acquisition as a related-party transaction.
Different sanctions reflected different roles
Both respondents admitted authorizing Medivolve's non-compliance with Ontario securities law. The tribunal emphasized directors' and officers' responsibility for accurate disclosure and found that the settlements recognized the seriousness of the misconduct as well as their acceptance of accountability.
Bharti's monetary terms were a $785,000 administrative penalty, $915,000 in disgorgement and $50,000 in costs. Said's were a $200,000 penalty, $854,000 in disgorgement and $46,000 in costs. The final order records that the Ontario Securities Commission had received all required payments.
The panel regarded Bharti as more culpable because of his longer chief-executive tenure, his directorship and his role in introducing the transaction. It approved the negotiated outcomes rather than conducting a contested merits hearing.
The May 8 order required Bharti to resign director and officer positions with any issuer or registrant within 45 days and provided for his permanent prohibition on those roles to begin 45 days after the order. Exceptions cover 2051580 Ontario Inc., 2437357 Ontario Inc. and 2860485 Ontario Inc., provided their only shareholders are Bharti, his spouse, the Bharti Investment Trust or his children. While he remains a director or officer, only his spouse or children may hold the other director or officer positions. His registrant and promoter ban is permanent.
Said was ordered to resign other issuer or registrant director and officer positions and is barred from those roles, and from acting as a registrant or promoter, for five years. He may continue as a director or officer of Neil Said Professional Corp. only while its securities are owned solely by him and are not offered for sale to anyone else.
