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ORIGINAL: Vimy Pharmaceuticals Announces Closing of $12 Million Brokered Private Placement of Subscription Receipts, Filing of TSXV Listing Application and Execution of Definitive Agreement

2026-09-28 09:28 ET - News Release

Toronto, Ontario--(Newsfile Corp. - September 28, 2026) - Vimy Pharmaceuticals Inc. ("Vimy Pharma" or the "Company") and Harmony Acquisitions Corp. (TSXV: MONY.P) ("Harmony") are pleased to jointly announce the upsize and closing of the Company's "best efforts" brokered private placement through the issuance of 4,018,821 subscription receipts of the Company (each, a "Subscription Receipt") at a price of $3.00 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of $12,056,463 (the "Offering"). Beacon Securities Limited (the "Lead Agent") acted as lead agent and sole bookrunner on behalf of a syndicate of agents that included Haywood Securities Inc., Leede Financial Inc. and Research Capital Corporation (together with the Lead Agent, the "Agents"), in connection with the Offering.

In addition, as further described below, the Company and Harmony have today entered into a definitive agreement (the "Definitive Agreement") in respect of their previously announced business combination transaction, which will ultimately constitute a reverse take-over of Harmony (the "Transaction").

The Offering

The Subscription Receipts have been issued pursuant to, and are governed by, the terms and conditions of a subscription receipt agreement (the "Subscription Receipt Agreement") entered into among the Company, Harmony, the Lead Agent and Odyssey Trust Company, as subscription receipt agent (the "Subscription Receipt Agent"). Upon satisfaction of the escrow release conditions outlined in the Subscription Receipt Agreement (the "Escrow Release Conditions"), each Subscription Receipt will convert, without payment of any additional consideration and without further action on the part of the holder, into one common share in the capital of the Company (each, a "Vimy Pharma Share"), and the funds held in escrow, net of the escrowed portion of the Agents' fees and expenses, will be released to the Company (the date of such release, the "Release Date"). If the Escrow Release Conditions are not satisfied or waived by 5:00 p.m. (Toronto time) on the date which is 120 days following the closing of the Offering (the "Closing Date") (subject to extension by up to 30 days by agreement between the Company and the Lead Agent), or if prior to such time the Company advises the Agents or announces publicly that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipts will be cancelled and the funds held in escrow, together with any interest earned thereon, will be returned by the Subscription Receipt Agent to subscribers on a pro rata basis.

In connection with the Offering, the Agents earned a cash commission equal to 6.0% of the gross proceeds of the Offering (the "Cash Commission"), reduced to 3.0% in respect of certain investors on a mutually agreed president's list, and the Company issued to the Agents compensation options (each, a "Compensation Option") equal to 6.0% of the number of Subscription Receipts sold under the Offering, also reduced to 3.0% in respect of such president's list investors. Each Compensation Option is exercisable into one Vimy Pharma Share at a price of $3.00 per Vimy Pharma Share for a period of 24 months from the Release Date. 50% of the Cash Commission was paid on the Closing Date and the remaining 50% will be payable on the Release Date.

The Company intends to use the net proceeds of the Offering to advance research and development of new products in the Company's portfolio of generic pharmaceutical products, including its generic semaglutide injection program, to accelerate entry into international markets, to support direct-to-consumer advertising, to build the VimyDirect™ online pharmacy platform, to support Canadian manufacturing of pre-approval inventory, regulatory and commercialization activities, and for transaction expenses, working capital and general corporate purposes of the Resulting Issuer (as defined below).

Vimy Pharma is not a reporting issuer in any province or territory of Canada; its securities are not listed on any stock exchange in Canada and there is currently no public market for its securities. The Subscription Receipts, and any securities of Vimy Pharma issuable upon the exchange thereof, will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions and subject to any control person distribution restrictions, until the date that is four months and a day after the date Vimy Pharma becomes a reporting issuer in any province or territory of Canada, in accordance with National Instrument 45-102 - Resale of Securities.

In connection with the Transaction, as further described below, and the Offering, each Vimy Pharma Share will be exchanged for one common share of the Resulting Issuer (each, a "Resulting Issuer Share"). In addition, each Compensation Option issued under the Offering will be exchanged for one compensation option of the Resulting Issuer (each, a "Resulting Issuer Compensation Option") on a one-for-one basis, such that each Resulting Issuer Compensation Option will be exercisable to acquire one Resulting Issuer Share on the same terms and conditions (including exercise price and expiry) as applied to the corresponding Compensation Option immediately prior to the effective time, subject only to customary adjustments.

Upon completion of the Transaction and satisfaction of the Escrow Release Conditions, the Resulting Issuer Shares and the securities issuable upon exercise of the Resulting Issuer Compensation Options will not be subject to any hold period under applicable Canadian securities laws.

The Transaction

The Company and Harmony are also pleased to jointly announce that on September 22, 2026, the Company filed its initial listing application (the "Listing Application") with the TSX Venture Exchange ("TSXV") in respect of the proposed listing of the Resulting Issuer Shares on the TSXV following completion of the Transaction. The Resulting Issuer is expected to list on the TSXV as a Tier 2 Issuer, with conditional approval for listing to be obtained prior to completion of the Transaction. The trading symbol "VIMY" has been reserved for the Resulting Issuer Shares. Upon completion of the Transaction, Harmony is expected to change its name to Vimy Pharmaceuticals Corp. (the "Resulting Issuer").

As noted above, the Company and Harmony have entered into the Definitive Agreement in respect of the Transaction. Pursuant to the Definitive Agreement, Harmony will acquire all the issued and outstanding Vimy Pharma Shares by way of a "three-cornered amalgamation" among Harmony, the Company and a wholly-owned subsidiary of Harmony incorporated for the purposes of completing the Transaction ("Newco"). In accordance with the terms of the Definitive Agreement, it is expected that, among other things:

  • the Company shall complete a share split of the issued and outstanding Vimy Pharma Shares on the basis of 34 post-split Vimy Pharma Shares for every one pre-split Vimy Pharma Share (the "Share Split");
  • Harmony shall complete a consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for every 49.6104 pre-consolidation common shares (the "Consolidation");
  • the Company and Newco shall be amalgamated under the provisions of the Business Corporations Act (Ontario) and the resulting amalgamated entity will become a wholly-owned subsidiary of the Resulting Issuer;
  • the Resulting Issuer shall issue Resulting Issuer Shares to the holders of Vimy Pharma Shares (including those issued on conversion of the Subscription Receipts) on the basis of one Resulting Issuer Share for each one Vimy Pharma Share held; and
  • Harmony shall cause the current directors and officers of Harmony and Newco to resign and be replaced by individuals designated by the Company (as further discussed below).

Completion of the Transaction is expected towards the end of October 2026, but remains subject to compliance with the terms and conditions set forth in the Definitive Agreement, a copy of which has been or will be filed on Harmony's SEDAR+ profile at www.sedarplus.ca, including the TSXV's approval of the Listing Application and other customary closing conditions contained therein. There is no guarantee that the Transaction will be completed as contemplated or at all. The Definitive Agreement contains an outside date of November 30, 2026, with the ability to be extended upon agreement of the Company and Harmony.

No Non-Arm's Length Parties (as such term is defined in the policies of the TSXV) of Harmony have a direct or indirect interest in Vimy Pharma or its assets or are Insiders (as such term is defined in the policies of the TSXV) of Vimy Pharma. Additionally, there are no existing relationships between the Non-Arm's Length Parties of Vimy Pharma and Harmony. Therefore, the Transaction is not a "Non-Arm's Length Qualifying Transaction" (as such term is defined in the policies of the TSXV) and approval of the Transaction by the holders of Harmony's common shares is not required pursuant to the policies of the TSXV. Pursuant to the Business Corporations Act (Ontario), the Company shall hold a special meeting of its shareholders for the purposes of approving its amalgamation with Newco. At such special meeting, holders of Vimy Pharma Shares will be required to approve the amalgamation by a special majority (66⅔%) of the votes cast.

In connection with the Transaction, Harmony shall pay a finder's fee to Triforce Ventures SA in the amount of $625,000, which shall be reduced on a dollar-for-dollar basis by the amount, if any, by which Harmony's working capital at the time of completion of the Transaction is less than negative $100,000 (the "Harmony Finder's Fee"). The Harmony Finder's Fee shall be satisfied by the issuance of Resulting Issuer Shares at the Offering Price. The Harmony Finder's Fee is subject to the approval of Harmony's shareholders at its upcoming shareholders meeting to be held on October 19, 2026. No deposit, advance or loan has been or will be made by Harmony to Vimy Pharma in connection with the Transaction.

Following completion of the Transaction, it is expected that there will be approximately 31,520,296 Resulting Issuer Shares issued and outstanding, on an undiluted basis, of which:

  • 27,168,142 Resulting Issuer Shares, representing approximately 86.19% of the issued and outstanding Resulting Issuer Shares, will be held by current holders of Vimy Pharma Shares;
  • 125,000 Resulting Issuer Shares, representing approximately 0.40% of the issued and outstanding Resulting Issuer Shares, will be held by current holders of common shares of Harmony;
  • 208,333 Resulting Issuer Shares, representing approximately 0.66% of the issued and outstanding Resulting Issuer Shares, will be held by Triforce Ventures SA (assuming the maximum Harmony Finder's Fee of $625,000 is payable); and
  • 4,018,821 Resulting Issuer Shares, representing approximately 12.75% of the issued and outstanding Resulting Issuer Shares will be held by subscribers under the Offering.

For further information on the Transaction please see the Definitive Agreement and Harmony's news release dated August 6, 2026, both of which are or will be available on Harmony's SEDAR+ profile at www.sedarplus.ca. In connection with the Transaction and pursuant to TSXV requirements, the Company shall file a filing statement (the "Filing Statement") on SEDAR+ in due course, which will contain additional details regarding the Offering, the Transaction, Vimy Pharma, Harmony and the Resulting Issuer.

Management, Board of Directors and Insiders

As mentioned above, upon completion of the Transaction, management and the board of directors of the Resulting Issuer will be reconstituted. The management team is anticipated to be led by David Suchon as Chief Executive Officer and is expected to include Farris Smith as President and Christopher Burkett as Chief Operating Officer and Corporate Secretary. Prior to completion of the Transaction, the Company will hire an individual to serve as Chief Financial Officer of the Resulting Issuer, and the Company is currently undertaking that hiring process. David Suchon, Farris Smith, Christopher Burkett, Darryl Firsten and Riccardo Trecroce are expected to comprise the board of directors of the Resulting Issuer.

Following completion of the Transaction, it is anticipated that The K2 Principal Fund L.P. will exercise control or direction over more than 10% of the issued and outstanding Resulting Issuer Shares and thus, will be considered an Insider of the Resulting Issuer. In connection with Offering, The K2 Principal Fund L.P. has agreed to a voluntary lock-up agreement over its Resulting Issuer securities for a period of 12 months following the Release Date, subject to customary exceptions.

The following sets out the names and backgrounds of all persons who are expected to be considered Insiders of the Resulting Issuer.

David Suchon, Chief Executive Officer and Director

Mr. Suchon is a Canadian pharmaceutical-industry executive with leadership experience at Novo Nordisk Canada Inc. He joined Novo Nordisk Canada Inc. in 2011 and became a member of its executive team in 2015. As Vice President of Corporate Affairs, he led public and government affairs, quality assurance, legal, communications, product safety, customer care, business ethics, sustainability and risk functions. In 2018, he served as interim head of Regulatory Affairs and managed the first Canadian approval of semaglutide (Ozempic), after which he worked on bringing the product to Canadians. In 2021, he led Novo Nordisk Canada Inc.'s efforts with the University of Toronto to establish the $40 million Novo Nordisk Network for Healthy Populations. From 2023 to 2024, Mr. Suchon acted as President of Green Awning Consulting. Mr. Suchon is a co-founder of Vimy Pharma and has acted as Chief Executive Officer since 2024. Prior to joining Novo Nordisk, Mr. Suchon practiced law as a pharmaceutical patent litigator, having obtained a biochemistry specialist degree from the University of Toronto and law degree from Queen's University.

Farris Smith, President and Director

Mr. Smith is a pharmaceutical executive and entrepreneur. He formerly served as Chief Financial Officer for North America at LEO Pharma Inc. from 2023 to 2025, where he led a major transformation. Over more than 20 years at Novo Nordisk Canada Inc., he held multiple Chief Financial Officer roles internationally, including leadership roles in Brazil, France, Sweden, Greece, the United Arab Emirates and Saudi Arabia. In 2022, he was recognized as Novo Nordisk Global Finance Leader of the Year. Mr. Smith serves as a strategic advisor to Arch Biopartners Inc. (TSXV: ARCH), a publicly-traded Canadian-based developer of peptides, antibodies and small molecules targeting acute kidney injury and organ inflammation. He previously served on the boards of the Health Products Stewardship Association and Givens-Shaw Daycare and served as treasurer of Givens-Shaw Daycare. Since 2025, Mr. Smith has served as President of Vimy Pharma.

Christopher Burkett, Chief Operating Officer, Corporate Secretary and Director

Mr. Burkett is a lawyer and strategist with experience at the intersection of law, business, innovation, litigation, compliance and pharmaceuticals. For more than a decade, he guided complex litigation and compliance matters across industries. From 2020 to 2023 at Deloitte Canada, he became National Leader of the Legal Market and gained experience addressing legal, regulatory, governance and risk-management matters within a large professional-services organization and working with senior executives and professionals responsible for financial reporting, accounting and internal controls. He has been recognized by Legal 500 as Highly Recommended and as a Next Generation leader and has received the Robert E. Deignan award for pro bono service and the Albert Allmark award for leadership and excellence. Currently, Mr. Burkett is the Vice President of the Professional Women's Hockey League (PWHL), and the Chief Operating Officer of Vimy Pharma.

Darryl Firsten, Director

Mr. Firsten is an entrepreneur. While completing his chemical engineering degree at the University of Toronto, he founded Convocation Flowers. Convocation Flowers has operated for more than 20 years, provides flowers and other retail items at graduations and has offices in Toronto, New York, Chicago, Atlanta, Los Angeles and Austin. Mr. Firsten is also a co-founder and President of IN8 Developments, which designs housing solutions and has launched and sold more than $1 billion of condominium units in projects across Southwestern Ontario. He is a co-founder and President of Originate Developments, which focuses on Toronto developments ranging from boutique townhomes to 50-storey high-rises.

Riccardo Trecroce, Director

Mr. Trecroce is a lawyer and executive with more than 40 years of experience in general management and in advising executive teams on transactions, corporate governance, strategy and compliance. He served as Chief Executive Officer of Patheon Inc., which was later acquired by Thermo Fisher Scientific, after serving as its General Counsel, Senior Vice President of Administration and Corporate Secretary. His other experience includes service as an Executive Vice President and Chief Legal Officer and as a partner and corporate department manager at a leading Canadian law firm. Since 2020, Mr. Trecroce has served on the board of Halton Healthcare, an award-winning healthcare organization comprising three community hospitals and numerous community-based services in the growing urban and rural communities of Halton Hills, Milton, and Oakville, and is currently its Vice-Chair.

The K2 Principal Fund L.P., 10%+ Shareholder

The K2 Principal Fund L.P. is a limited partnership formed under the laws of the Province of Ontario. It is the flagship fund of K2 & Associates Investment Management Inc and is a multi-strategy, event-driven fund that invests primarily in the North American equities and debt markets. Shawn Kimel and Todd Sikorski directly or indirectly hold a controlling interest or otherwise control or direct The K2 Principal Fund L.P. Mr. Kimel resides in Toronto, Ontario and Mr. Sikorski resides in Holland Landing, Ontario.

Overview of Vimy Pharma

Vimy Pharma is a private company incorporated pursuant to the Business Corporations Act (Ontario) on July 19, 2024. Vimy Pharma is a Canadian pharmaceutical company focused on improving access to affordable medicines while supporting domestic pharmaceutical manufacturing capacity and long-term Canadian supply resilience. Vimy Pharma is advancing a portfolio of essential medicines as generic pharmaceutical products intended to support patients, healthcare systems, and Canada's life sciences sector.

A strategic priority for the Company is expanding access to therapies through the development of generic alternatives to popular medicines. By combining domestic production with cost-efficient manufacturing and regulatory expertise, Vimy Pharma seeks to provide affordable treatment options while contributing to Canada's pharmaceutical sovereignty.

Earlier this year, Vimy Pharma completed one of its development programs and filed an Abbreviated New Drug Submission (ANDS) with Health Canada, which has been found acceptable for review, for a generic version of Ozempic® (semaglutide injection), a glucagon-like peptide-1 (GLP-1) receptor agonist indicated for the treatment of type 2 diabetes. Vimy Pharma has also filed an ANDS with Health Canada for a generic version of Wegovy® (semaglutide injection), a GLP-1 receptor agonist indicated for weight management. Ozempic® has been the highest-earning prescription medicine in Canada for the past four years with combined sales of semaglutide injection medicines in Canada totalling $3.5 billion in 2025, growing at 31 percent over the previous year1. Vimy Pharma undertook its development work in Canada and will carry out its commercial production domestically, with Canadian partners. Additionally, Vimy Pharma has established partnerships to support the many large and growing international markets for injectable semaglutide.

Vimy Pharma is led by an experienced management team, including former executives from Novo Nordisk, with broader organizational expertise spanning pharmaceutical development, manufacturing, regulatory affairs, commercialization, and capital markets. Vimy Pharma is committed to long-term value creation through disciplined execution, innovation, and the development of a sustainable domestic pharmaceutical ecosystem that serves patients, healthcare providers, and government partners and supports Canadian pharmaceutical supply resilience and access to medicines. For more information, visit www.VimyPharma.com.

Select Financial Information

The following table presents selected information pertaining to the financial condition and results of operations of Vimy Pharma. Such information is derived from the audited financial statements of Vimy Pharma for the period ended June 30, 2026:


Period Ended June 30

20262025
Revenue$-$-
Net Loss and Comprehensive Loss for Year$(1,284,559)$(1,566,711)
Total Assets$2,871,978.00$3,060,932.00
Total Liabilities $198,183.00$627,543.00

 

Further financial information pertaining to the financial condition and results of operations of Vimy Pharma will be included in the Filing Statement, which will be available on Harmony's profile on SEDAR+ at www.sedarplus.ca in due course.

Harmony Acquisitions Corp.

Harmony was incorporated under the Business Corporations Act (British Columbia) on May 7, 2021 and is a Capital Pool Company listed on the TSXV.

Advisors

Wildeboer Dellelce LLP is acting as legal counsel to Vimy Pharma in connection with the Transaction and the Offering, Dentons Canada LLP acted as legal counsel to the Agents in connection with the Offering and Norton Rose Fulbright Canada LLP is acting as legal counsel to K2 & Associates Investment Management Inc. in connection with the Transaction and the Offering.

Cautionary Note Regarding Forward-Looking Information

This news release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates, and projections as of the date of this news release. Forward-looking information in this news release includes, but is not limited to, statements concerning: the anticipated use of proceeds of the Offering, the satisfaction of the Escrow Release Conditions; the completion of the Transaction and the structure and terms thereof; the listing of the Resulting Issuer Shares on the TSXV; the completion of the Share Split; the completion of the Consolidation; the anticipated share capital of the Resulting Issuer; the filing of the Filing Statement; and the composition of the Resulting Issuer's management team and board of directors, including the hiring of a Chief Financial Officer for the Resulting Issuer. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases such as "expects", "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events, or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

In disclosing the forward-looking information contained in this news release, the Company has made certain assumptions, including that the Transaction and the Offering will be completed on acceptable terms or at all, that all applicable shareholder, regulatory and TSXV approvals for the Transaction and for the listing of the Resulting Issuer's shares will be received, and that the Escrow Release Conditions will be satisfied on a timely basis. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include but are not limited to: the risk that the Transaction will not be completed on the terms described herein or at all; the risk that the Escrow Release Conditions will not be satisfied, in which case the Subscription Receipts will be cancelled and the escrowed funds returned to subscribers; the risk that required shareholder, TSXV or other regulatory approvals will not be obtained in a timely manner or at all; the risk that the Company's products, including its generic semaglutide injection, will not receive approval from Health Canada or other regulatory authorities, or that such approvals will be delayed or subject to conditions that adversely affect the Company's business; the risk that the Company will be unable to successfully develop and commercialize its portfolio of generic pharmaceutical products; and general business, economic, competitive, political and social uncertainties.

Accordingly, readers should not place undue reliance on the forward-looking information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive, and additional information regarding risk factors that may affect the Transaction can be found in the Filing Statement, which is expected to be filed on Harmony's SEDAR+ profile at www.sedarplus.ca. Forward-looking information is provided for the purpose of assisting investors in understanding management's expectations and plans and may not be appropriate for other purposes, and speaks only as of the date of this news release. Except as required by applicable securities laws, neither Vimy Pharma nor Harmony assumes any obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information, or otherwise.

For further information, please contact:

Vimy Pharmaceuticals Inc.
Farris Smith
Farris.Smith@VimyPharma.com

Harmony Acquisitions Corp.
Zachary Goldenberg
zach@libertyvp.co
647-987-5083

All information provided in this news release relating to Vimy Pharma has been provided by management of Vimy Pharma and has not been independently verified by management of Harmony.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained.

There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) of any equity or other securities of the Company. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the U.S. Securities Act and applicable securities laws or an applicable exemption therefrom. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws.


1 Chris Hannay, "Canada will be a launching pad in the global race for generic Ozempic," The Globe and Mail (30 January 2026; updated 31 January 2026), online: The Globe and Mail.

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