Mr. Mark Upsdell reports
RAPID DOSE PROVIDES UPDATE ON PRIVATE PLACEMENT
Rapid Dose Therapeutics Corp., further to its press release dated Nov. 14,
2023, in regards to a third tranche closing of $500,000, thereby bringing the total amount
invested to approximately $2.3-million, has received an extension from the
Canadian Securities Exchange allowing it to close subsequent tranches of its private placement
until Jan. 25, 2024. This previously announced private placement financing contemplates an aggregate of up to $5-million of gross proceeds consisting of up to five million units at a price of $1.00 per unit. Each unit consists of $1.00 principal amount of
secured convertible notes and five common share purchase warrants of the
company.
All notes have a maturity date of Nov. 30, 2025, notwithstanding the date on which the
notes are issued, and bear interest from their date of issue at 12 per cent per annum, calculated
monthly, accrued, added to principal and payable quarterly in arrears in common shares of the
company at a price per share equal to the closing market price of the
common shares on the last trading day of each calendar quarter. A loan initiation fee of 5 per cent is
payable in common shares at the end of the first calendar quarter following the applicable
closing date, at a price per share equal to the closing market price of the common shares on the
last trading day of such calendar quarter.
The notes are convertible, at the option of the holders, at any time prior to maturity, into
common shares at a conversion price of 17 cents per common share. Each whole warrant may be
exercised for one common share at a price of 14 cents per common share for the first tranche
closing (the floor price). For any subsequent tranches closing under the financing, the
exercise price of the warrants shall be the higher of the floor price and the closing market price
of the common shares on the last trading day immediately prior to any such subsequent tranche
closing. The warrant term is equal to the maturity of the notes, being Nov. 30, 2025,
notwithstanding the date on which the warrants are issued. All securities issued on the
financing will be subject to a four-month hold from the applicable date of closing in accordance
with applicable securities laws.
The company may prepay the notes in certain circumstances. During the period from June 30,
2024, to Dec. 31, 2024, the company shall be entitled to prepay all or any portion of each
of the notes with a prepayment fee payable to each noteholder of 3 per cent of the amount of the
principal prepayment of the note. There shall be no prepayment fee if the notes are prepaid
after Dec. 31, 2024.
The notes are secured pursuant to a general security agreement issued by the company in
favour of the various noteholders. The company intends to use the proceeds from the financing
for working capital purposes and to repay debt. The first $2.5-million of proceeds raised
pursuant to the financing is intended for general working capital purposes, with any proceeds
raised thereafter being used to first repay approximately $750,000 principal of secured debt, as
well as any accrued and unpaid interest thereon, provided, however, that the company shall, at
any time, have the right to repay the principal and/or interest on the secured debt, in whole or
in part, from any proceeds raised pursuant to the financing.
About Rapid Dose Therapeutics Corp.
Rapid Dose Therapeutics is a Canadian biotechnology company revolutionizing drug delivery
through innovation. The company's flagship product, QuickStrip, is a thin, orally dissolvable film
that can be infused with an infinite list of active ingredients, including nutraceuticals,
pharmaceuticals and vaccines, that are delivered quickly into the bloodstream, resulting in rapid
onset of the active ingredient.
We seek Safe Harbor.
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