EDUFOCAL Limited resumed trading on Friday after being suspended for more than six months for tardiness in filing its required reports.

EduFocal was the third most traded security on Friday as 3,075,727 units worth $744,800.11 changed hands. The stock traded as high as $0.28, including a halt for one hour due to its reference price surpassing the 15 per cent mark in the trading session. Although EduFocal’s stock price went up nine per cent or $0.02 to $0.24, it remains down 32 per cent year to date with a market capitalisation of $157.02 million.

“Transparency and accountability are core values that our new chairman, Harry Campbell, and I are committed to ensuring guide our operations moving forward. We’re focused on rebuilding trust with our shareholders through clear communication and strong governance,” said EduFocal co-founder and Chief Executive Officer (CEO) Gordon Swaby in a tweet on Friday.

The education technology company which trades under the ticker ‘LEARN’ was suspended by the Jamaica Stock Exchange (JSE) on June 3, after failing to submit its 2024 audited financial statements for more than 90 days. EduFocal’s financial year runs from January 1 to December 31. While it finally filed those audited results on November 18, trading in its ordinary shares did not resume immediately.

This stemmed from its overdue second-quarter financial report, which was due on August 14 and covers the period from April to June. The Q2 report being more than 45 days overdue is an infringement that triggers an automatic suspension until it is resolved. The report was published after hours on Thursday, before the JSE announced that trading would resume on December 5. That meant EduFocal was suspended for 184 days — the longest time for which a Junior Market company has ever been suspended before being readmitted to trading.

The Legal Foundation for Delisting

While an explicit automatic delisting rule exists for the Main Market — where Rule 411(d) states that any company suspended for more than 180 days “shall automatically be delisted” — the Jamaica Stock Exchange (JSE) has applied this same principle to the Junior Market where this automatic rule doesn’t exist.

This was done with the delisting of Sweet River Abattoir and Supplies Company Limited, the only Junior Market company removed for rule breaches. The JSE suspended Sweet River on August 9, 2019, and upon the company reaching the 180-day threshold on February 5, 2020, it was delisted five days later.

EduFocal reached that identical 180-day mark on November 30, but the JSE allowed the company to resume trading due to filing of its requisite reports. EduFocal was suspended from trading for 184 days, a new record since the Junior Market was established in April 2009. EduFocal was also suspended from trading for 17 days during June 2024 due to its 2023 audited financials being overdue by 90 days.

Despite being admitted back to trading, EduFocal must correct other market breaches to be fully compliant with market rules. EduFocal’s third-quarter report was due on November 14 and covers the period July to September. Swaby indicated in a tweet on Thursday, “Thank you to our shareholders for your patience. Q3 report coming soon, a lot more to share then.”

EduFocal’s 2024 annual report, which was due on April 30, remains outstanding. A critical ongoing breach is the absence of a Junior Market mentor, a mandatory rule for listed companies on the Junior tier. EduFocal’s mentor, Herbert Hall, resigned in June, with his departure taking effect on September 10. The company has not announced a replacement.

The JSE previously maintained the suspension of another Junior Market company, Kintyre Holdings (Ja) Limited (formerly iCreate), in late 2023, specifically for not having a mentor.

Precarious Financial Position

The belatedly filed December 2024 audited financials reveal a company in severe financial distress. Revenue fell 63 per cent to $97.17 million in 2024, while its net loss improved slightly to $57.97 million from $79.48 million.

The group has an accumulated deficit of $129.17 million, with liabilities exceeding assets. The auditor highlighted a “going concern risk”, noting a net current liability position of $120.86 million.

Management has outlined a turnaround plan, telling auditors it intends to raise $250 million through a rights issue, secure $200 million in large contracts, and restructure loans from creditors.

The most recent second-quarter report for April to June showed a 56 per cent haircut on revenue from $30.45 million to $13.19 million, with a net profit of $523,453, up from a net loss of $12.19 million. The six months figures show that revenue was down 29 per cent to $43.16 million and net loss was reduced t0 $816,308, down from $37.33 million.

EduFocal’s June 30 balance sheet revealed that the company had a shareholders’ deficit of $134.25 million, due to its assets of $230.95 million being lower than its liabilities of $365.20 million. EduFocal’s cash was $385,108 with negative working capital of $145.51 million.

Further instability is evident in a board exodus throughout 2025. Co-founder and Chief Technical Officer Paul Allen; Grace Lindo; and Lloyd Swaby — the father of CEO and major shareholder Gordon Swaby — have all resigned as directors. Long-time Chairman Peter Levy resigned on June 13 and was replaced by technology specialist Harry Campbell on September 2.

The company’s financial oversight is also in question. Its fractional chief financial officer, Signature Creed & Associates, terminated its engagement in May. EduFocal has indicated it will hire a financial controller who will report to the CEO but not be part of the management team.

The company has appointed two new directors, human resource specialists Olivia Cream and Mark Pike, and updated its articles of incorporation at an extraordinary general meeting.

EduFocal’s future for its more than 2,400 shareholders lies in the hands of Swaby who must now stage a turnaround and rebuild market confidence for the company which has been listed since March 2022. Swaby controlled 28 per cent of EduFocal’s ordinary shares as of June 30, with the overall 10 largest shareholders controlling 68 per cent of the company.