The U.S. Securities and Exchange Commission has dismissed an enforcement proceeding against Grown Rogue International, allowing the marijuana company to avoid the potential revocation of its securities registration after catching up on years of missed reports.
In an opinion issued June 22, the SEC found that Grown Rogue violated federal reporting requirements by failing to file required periodic reports for multiple years. However, the commission concluded that suspending or revoking the company’s securities registration was not necessary or appropriate.
Grown Rogue, a Medford, Oregon-based cannabis company that trades on the OTCQB under the ticker GRUSF and on the Canadian Securities Exchange under GRIN, became the subject of SEC proceedings in September 2022. At the time, the company had not filed periodic reports for the fiscal years ending in 2019, 2020 and 2021.
The delinquency followed a 2018 reverse merger involving Novicius Corporation and Grown Rogue Unlimited, after which the company changed its name to Grown Rogue International. According to the SEC, the company was required to file a Shell Company Report on Form 20-F within four business days of the transaction but did not do so until June 2022.
Grown Rogue acknowledged that it had violated its reporting obligations, but said the issue stemmed in part from a mistaken failure to file a Form 15F after the reverse takeover, as well as the later discovery that certain financial statements needed to be reaudited under U.S. Public Company Accounting Oversight Board standards.
The company told regulators it was working to resolve the issue and later filed its outstanding annual reports for 2019, 2020 and 2021 in November 2022. Since then, the SEC said Grown Rogue has filed annual reports for fiscal years 2022, 2023, 2024 and 2025, along with a quarterly report for the first quarter of 2026.
The SEC said Grown Rogue’s violations were serious and recurring, noting that periodic reports are a core investor-protection tool. But the agency also said the company made a “strongly compelling showing” that revocation was not warranted.
The commission pointed to Grown Rogue’s efforts to correct the violations, its more than three years of resumed reporting and the lack of allegations from the SEC’s Division of Enforcement that the company’s recent annual reports contained material deficiencies.
The Division of Enforcement had previously sought revocation of the company’s securities registration, but later told the commission it would not oppose dismissal in light of Grown Rogue’s improved compliance record.
The SEC ultimately denied the Division’s motion for summary disposition and dismissed the proceeding.
