19:47:52 EDT Mon 28 Sep 2026
Enter Symbol
or Name
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Harmony Acquisitions Corp
Symbol MONY
Shares Issued 6,201,301
Close 2026-07-06 C$ 0.08
Market Cap C$ 496,104
Recent Sedar+ Documents

Harmony Acquisitions, Vimy close $12.05M placement

2026-09-28 18:41 ET - News Release

Mr. Zachary Goldenberg reports

VIMY PHARMACEUTICALS ANNOUNCES CLOSING OF $12 MILLION BROKERED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS, FILING OF TSX-V LISTING APPLICATION AND EXECUTION OF defiNITIVE AGREEMENT

Vimy Pharmaceuticals Inc. and Harmony Acquisitions Corp. have upsized and closed the company's best efforts brokered private placement through the issuance of 4,018,821 subscription receipts of the company at a price of $3.00 per subscription receipt for aggregate gross proceeds of $12,056,463. Beacon Securities Ltd. 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 Corp., in connection with the offering.

In addition, as further described below, the company and Harmony have today entered into a definitive agreement in respect of their previously announced business combination transaction, which will ultimately constitute a reverse takeover of Harmony.

The offering

The subscription receipts have been issued pursuant to, and are governed by, the terms and conditions of a subscription receipt agreement entered into among the company, Harmony, the lead agent, and Odyssey Trust Company, as subscription receipt agent. Upon satisfaction of the escrow release conditions outlined in the subscription receipt agreement, 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, and the funds held in escrow, net of the escrowed portion of the agents' fees and expenses, will be released to the company. If the escrow release conditions are not satisfied or waived by 5 p.m. (Toronto time) on the date which is 120 days following the closing of the offering (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 per cent of the gross proceeds of the offering, reduced to 3.0 per cent in respect of certain investors on a mutually agreed president's list, and the company issued to the agents compensation options equal to 6.0 per cent of the number of subscription receipts sold under the offering, also reduced to 3.0 per cent 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. Fifty per cent of the cash commission was paid on the closing date and the remaining 50 per cent 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 on-line pharmacy platform, to support Canadian manufacturing of preapproval 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. In addition, each compensation option issued under the offering will be exchanged for one compensation option of the resulting issuer 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 Sept. 22, 2026, the company filed its initial listing application with the TSX Venture Exchange in respect of the proposed listing of the resulting issuer shares on the TSX-V following completion of the transaction. The resulting issuer is expected to list on the TSX-V 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.

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 postsplit Vimy Pharma shares for every one presplit Vimy Pharma share.
  • Harmony shall complete a consolidation of its issued and outstanding common shares on the basis of one postconsolidation common share for every 49.6104 preconsolidation common shares.
  • 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.
  • 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, including the TSX-V'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 Nov. 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 TSX-V) 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 TSX-V) 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 TSX-V) and approval of the transaction by the holders of Harmony's common shares is not required pursuant to the policies of the TSX-V. 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 (66.66 per cent) 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 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 Oct. 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 per cent 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 per cent 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 per cent 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);
  • 4,018,821 resulting issuer shares, representing approximately 12.75 per cent 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 Aug. 6, 2026, both of which are or will be available on Harmony's SEDAR+ profile. In connection with the transaction and pursuant to TSX-V requirements, the company shall file a 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 LP will exercise control or direction over more than 10 per cent 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 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 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 practised 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 adviser to Arch Biopartners Inc. (TSX-V: 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 health care 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, 10-per-cent-plus shareholder

The K2 Principal Fund 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 multistrategy, 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. Mr. Kimel resides in Toronto, Ont., and Mr. Sikorski resides in Holland Landing, Ont.

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, health care 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 per cent over the previous year. 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, health care providers, and government partners and supports Canadian pharmaceutical supply resilience and access to medicines.

Select financial information

The attached 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.

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+ in due course.

About 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 TSX-V.

Advisers

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.

We seek Safe Harbor.

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