Algernon Health Announces Private Placement

Rhea-AI Summary

Algernon Health (OTCQB: AGNPF) announced a non-brokered private placement to raise gross proceeds of $500,000 by issuing Units at $0.07 per Unit. Each Unit includes one Class A common share and one-half warrant; full warrants initially exercisable at $0.15 for 12 months, then $0.25 (12 months), then $0.50 (36 months) with an acceleration clause tied to CSE trading.

Close expected in tranches on or before Nov 30, 2025. Proceeds directed to the Alzheimer’s program, opening a U.S. brain-specific neuroimaging clinic, G&A and working capital. The company also converted 1,268,334 subscription receipts into Series 1 preferred shares and issued related warrants; shareholders approved an unlimited preferred share structure on Sep 19, 2025.

Positive

• Offering size of $500,000 at $0.07 per Unit
• Proceeds allocated to Alzheimer’s program and first U.S. neuroimaging clinic
• Series 1 preferred are convertible 1:10 into Class A common shares

Negative

• Potential dilution from Series 1 conversion (1 preferred → 10 common)
• Warrants create exercise-based dilution starting at $0.15
• Up to 8% of proceeds may be paid in finder fees, reducing net raise

VANCOUVER, British Columbia, Nov. 06, 2025 (GLOBE NEWSWIRE) -- Algernon Health Inc. (the “Company” or “Algernon”) (CSE: AGN) (FRANKFURT: AGW0) (OTCQB: AGNPF), a Canadian healthcare company, is pleased to announce a non-brokered private placement for gross proceeds of $500,000 (the “Offering”) of units (the “Units”) at an issue price of $0.07 per Unit.

Each Unit will consist of one Class A common share in the capital of the Company (a “Common Share”) and one-half Common Share purchase warrant (a “Common Warrant”). Each full Common Warrant will entitle the holder to acquire one Common Share (a “Common Warrant Share”) at an exercise price of $0.15 (the “Exercise Price”) per Common Warrant Share for a period of twelve (12) months from the issuance date (the “Issuance Date”), after which on the first anniversary of the Issuance Date (the “First Anniversary”), the Exercise Price will increase to $0.25 per Common Warrant Share for a period of twelve (12) months from the First Anniversary, and on the second anniversary of the Issuance Date (the “Second Anniversary”), the Exercise Price will increase to $0.50 per Common Warrant Share for a period of thirty-six (36) months from the Second Anniversary.

The Common Warrants are subject to an acceleration of their Exercise Price if prior to the First Anniversary, the Common Shares trade on the Canadian Securities Exchange (the “CSE”) at a price of $0.20 or greater for a period of twenty (20) consecutive trading days. Following thirty (30) days written notice to the Common Warrant holders, the Exercise Price will increase to $0.25 per Common Warrant Share until the date of the Second Anniversary, and on the Second Anniversary, the Exercise Price will increase to $0.50 per Common Warrant Share for a period of thirty-six (36) months form the Second Anniversary per the original terms of the Common Warrants. 

The Offering is expected to close in tranches on or before November 30, 2025.

The Company may pay cash finder’s fees and finders warrants to eligible finders, up to eight percent of the proceeds raised and units issued for investors introduced to the Company by the eligible finder.

The Company will use the proceeds of the Offering to advance its Alzheimer’s Disease (“AD”) program towards the opening of its first U.S. brain-specific neuroimaging clinic, general and administrative expenses, and for working capital purposes.

The securities issued and issuable, described in this news release, will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable Canadian securities legislation.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration.

Additionally, the Company announces the conversion of 1,268,334 subscription receipts into 1,268,334 Series 1 preferred shares (the “Series 1 Preferred Shares”) and 634,167 Series 1 Preferred Share warrants (the “Preferred Warrants”) pertaining to a private placement of subscription receipts that closed on July 24, 2025. The Company also issued 28,000 finders warrants to purchase Series 1 Preferred Shares to eligible finders in connection with the private placement of the subscription receipts. Additionally, 450,000 Preferred Shares and 450,000 Preferred Warrants were issued pertaining to an acquisition completed on May 22, 2025.

An alteration to the Company’s authorized share structure and Articles, to include an unlimited number of preferred shares, of which an unlimited number of preferred shares were to be designated as Series 1 Preferred Shares was approved by the Company’s shareholders at the annual and special meeting held on September 19, 2025.

The Series 1 Preferred Shares include a ten percent annual dividend payable in Common Shares or preferred shares at the discretion of the Company’s Board of Directors and each Series 1 Preferred Shares is convertible into, without payment of any consideration and without further action on the part of the holder thereof, ten Class A Common Shares of the Company. The Series 1 Preferred Shares are voting shares and carry one vote each. 

Christopher J. Moreau
CEO
Algernon Health Inc.
604.398.4175 ext 701
cjmoreau@algernonhealth.com

https://www.algernonhealth.com/ 

About Algernon Health  

Algernon Health is a Canadian healthcare company focused on the provision of brain specific PET scanning services through a planned network of new clinics in North America for the early-stage detection of Alzheimer’s disease, as well as other forms of dementia, epilepsy, neuro-oncology, and movement disorders. Algernon is also the parent company of a private subsidiary called Algernon NeuroScience that has been advancing a psychedelic program investigating a proprietary form of DMT for stroke and traumatic brain injury recovery. The Company also owns a 20% equity position in Seyltx, a private U.S. based drug development company advancing a chronic cough drug called Ifenprodil.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY DISCLAIMER STATEMENT: No Securities Exchange has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements relating to product development, licensing, commercialization and regulatory compliance issues and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.

FAQ

What are the terms of Algernon Health's Nov 6, 2025 private placement (AGNPF)?

Units priced at $0.07 each for gross proceeds of $500,000; each Unit includes one common share and one-half warrant with staged exercise prices of $0.15/$0.25/$0.50.

When is the AGNPF private placement expected to close?

The Offering is expected to close in tranches on or before November 30, 2025.

How will Algernon Health (AGNPF) use the $500,000 raised?

Proceeds will fund the Alzheimer’s program, the opening of a U.S. brain-specific neuroimaging clinic, general and administrative expenses, and working capital.

What shareholder-approved change was made on Sep 19, 2025 for AGNPF?

Shareholders approved an alteration to authorize an unlimited number of preferred shares, including Series 1 preferred designation.

What are the financial rights of Series 1 preferred shares issued by Algernon Health?

Series 1 preferred pay a 10% annual dividend payable in common or preferred shares and are convertible into 10 Class A common shares each.

Could the Nov 6, 2025 financing dilute AGNPF shareholders?

Yes; dilution may occur from warrant exercises (starting at $0.15) and from conversion of Series 1 preferred at a 1:10 conversion ratio.

Are there finder fees for the AGNPF private placement and how large can they be?

The company may pay cash finder’s fees and finders warrants up to 8% of proceeds and units issued to introduced investors.