Mr. Thomas O'Shaughnessy reports
ONCO-INNOVATIONS ANNOUNCES INITIAL CLOSING OF NOTIONAL CAD$5 MILLION PERFORMANCE-BASED FUNDING ARRANGEMENT
Onco-Innovations Ltd. has closed its previously announced non-brokered private placement financing with Sorbie Bornholm LP (SBLP) and Sorbie Investments LLP (SILP), representing a notional subscription amount of approximately $5-million, before giving effect to the sharing arrangement (as defined below), which may result in the company ultimately receiving an amount that is greater or less than such notional subscription amount.
The offering was completed as a non-brokered private placement in reliance on available prospectus exemptions under applicable securities laws. The securities issued under the offering will not be subject to a Canadian statutory hold period or Canadian resale legend.
Pursuant to the offering, the company issued an aggregate of 7,936,508 units of the company at a notional price of 63 cents per unit, with each unit comprising one common share of the company and one common share purchase warrant of the company. SBLP subscribed for 5,317,460 units for aggregate consideration of $3.35-million and SILP subscribed for 2,619,048 units for aggregate consideration of $1.65-million. All shares comprising the units and 5,686,508 warrants were issued to Sorbie on closing. The remaining 2.25 million warrants are expected to be issued to Sorbie following receipt of disinterested shareholder approval for such securities, which approval is expected to be sought at the company's upcoming annual general and special meeting of shareholders, to be held as soon as practicable. The proceeds available to the company under the sharing arrangement are subject to the settlement mechanics described below.
Following completion of the offering, the company is expected to have a total of 68,311,037 shares issued and outstanding.
Each warrant entitles the holder to purchase one share at an exercise price of 77 cents for a period of three years following the closing date of the offering. The warrants include an equity blocker provision that prohibits the holder from exercising any portion of the warrants if such exercise would result in the holder, together with any persons whose beneficial ownership of shares would be aggregated with the holder's beneficial ownership under applicable Canadian securities laws, owning more than 9.99 per cent of the company's outstanding shares. The warrants also provide that, if the 10-day volume-weighted average trading price of the shares on Cboe Canada Inc., or such other primary securities exchange on which the shares may then be listed, is equal to or greater than $1.10 at the close of any trading day, the company may, at its option, accelerate the expiry date of the warrants by issuing a news release announcing that the expiry date will be deemed to be the 30th
day following the date of such news release, subject to the equity blocker provision.
The subscription amount for the offering was satisfied by the acquisition of United Kingdom government bonds with a market value of at least $5-million, which constitute eligible credit support under the related credit support arrangements, with Sorbie retaining the economic benefit and risk associated with such credit support, as well as the right to use and dispose of the collateral, until amounts are transferred to the company in accordance with the terms of the sharing arrangement.
The company and SBLP entered into a sharing arrangement transaction confirmation, together with related ISDA documentation and credit support arrangements. Under the sharing arrangement, the $5-million of eligible credit support will not be made immediately available to the company. Instead, the eligible credit support is expected to be reduced over 18 monthly settlement tranches, commencing one month after the applicable trigger date, with each monthly tranche corresponding with a scheduled transfer amount of approximately $277,778, assuming all applicable conditions are satisfied and no deferral applies. For each monthly settlement, the amount ultimately payable to the company will be determined by reference to the volume-weighted average trading price (VWAP) of the shares for the 20 scheduled trading days prior to the applicable settlement date, measured against an initial price of 82.60 cents per share. The initial price is subject to upward adjustment in certain circumstances, including if the company completes certain
financings, backdoor listings, reverse takeovers or merger transactions below 63 cents per share, or issues shares or convertible securities under an at-the-market or similar variable-price program. Any increase to the initial price would reduce the amount otherwise payable to the company for the applicable settlement tranche.
If the applicable settlement price exceeds the initial price, the company will receive more than the applicable monthly transfer amount on a
pro rata
basis. If the applicable settlement price is below the initial price, the company will receive less than the applicable monthly transfer amount on a
pro rata
basis. For instance, if the 20-day VWAP at the time of a settlement was equal to 63 cents, the approximate amount payable to the company for the applicable settlement tranche would be $211,865, and if the 20-day VWAP at the time of settlement was equal to $1.10, the approximate amount payable to the company for the applicable settlement tranche would be $369,677. The foregoing examples are provided for illustrative purposes only and actual amount received by the company may differ materially from the illustrative amounts shown above. In no event will a decline in the settlement price of the shares result in an increase in the number of shares issued to Sorbie.
In connection with the sharing arrangement, the company paid Sorbie a corporate finance fee of $400,000 satisfied through the issuance of 634,921 additional units.
The company also paid a refundable deposit of $80,000 to SBLP in connection with the transaction, which, net of SBLP's and SILP's legal fees, is to be refunded to the company following this initial closing at the time of the first monthly settlement under the sharing arrangement.
The company intends to use the net proceeds from the offering, when received under the sharing arrangement, to advance the development of its ONC010 program through key stages of its clinical development pathway, including manufacturing and preclinical testing activities, for the development of the SynoGraph platform, and for general working capital and corporate purposes.
A copy of the sharing arrangement has been filed under the company's profile on SEDAR+.
About Onco-Innovations Ltd.
Onco-Innovations is a Canadian-based company dedicated to cancer research and treatment, specializing in oncology. Onco's mission is to pursue the prevention and treatment of cancer through pioneering research and innovative solutions. The company has secured an exclusive worldwide licence to patented technology that targets solid tumours.
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