AIML Announces Closing of Oversubscribed Private Placement

Rhea-AI Summary

AI/ML Innovations (OTCQB:AIMLF) has successfully completed an oversubscribed non-brokered private placement, raising $2,128,595 through the issuance of 42,571,900 Units at $0.05 per Unit. Each Unit includes one common share and one warrant exercisable at $0.15 until September 22, 2030.

Notable insider participation included CEO Paul Duffy (5M Units), President Peter Kendall (500K Units), CPO Esmatullah Naikyar (120K Units), and major shareholder Sheldon Inwentash (26M Units). Additionally, the company extended the expiry date of 12,376,666 December 2023 Warrants to December 19, 2028, and granted 5,700,000 stock options to officers, employees, and consultants at $0.10 per share.

VANCOUVER, BC / ACCESS Newswire / September 22, 2025 / AI/ML Innovations Inc. ("AIML" or the "Company") (CSE:AIML)(OTCQB:AIMLF)(FWB:42FB) is pleased to announce that Company completed its previously announced non-brokered private placement offering on September 4, 2025 on an oversubscribed basis.

On September 4, 2025, the Company announced a proposed private placement of up to 31,000,000 units ("Units") at a price of $0.05 per Unit for gross proceeds of up to $1,550,000. Due to demand, and with the approval of the Canadian Securities Exchange, the Company has accepted subscriptions for 42,571,900 Units for total gross proceeds of $2,128,595 ("Private Placement").

Each Unit is comprised of one (1) common share of the Company ("Common Share") and one (1) warrant which will be exercisable into one (1) Common Share of the Company (each a "Warrant"). Each Warrant entitles the holder thereof to acquire one (1) additional Common Share at an exercise price of $0.15 per Warrant at any time until September 22, 2030.

The net proceeds from the Private Placement are expected to be used for general working capital. All securities issued pursuant to the Private Placement will be subject to a statutory hold period ending January 23, 2026.

In connection with the Private Placement, aggregate finder's fees of $12,600 were paid, and 210,000 finders warrants (each a "Finder's Warrant") were issued to arms length parties. The Finder's Warrants have the same terms as the Warrants.

Paul Duffy, CEO and Executive Chairman, comments "We deeply appreciate the trust and backing our investors have shown in this oversubscribed funding round. Their involvement is a powerful endorsement of our vision and strategic path. These funds will significantly advance our efforts to integrate AI and machine learning innovations into healthcare, driving long-term value for all stakeholders."

Insider Participation

Mr. Paul Duffy (through a company owned and controlled by him), the Company's CEO, and Mr. Peter Kendall (through a company owned and controlled by him), the Company's President, Esmatullah Naikyar, the Company's Chief Product Officer, and Sheldon Inwentash, a +10 shareholder of the Company (together, the "Insiders") each participated in the Private Placement by acquiring 5,000,000 Units in the case of Mr. Duffy and 500,000 Units in the case of Mr. Kendall,120,000 Units in the case of Mr. Naikyar, and 26,000,000 Units in the case of Mr. Inwentash (of which 6,000,000 Units were issued to ThreeD Capital Inc and 20,000,000 Units were issued to Park Place Limited, a company wholly owned and controlled by Mr. Inwentash). As a result of the participation of the Insiders in the Private Placement, the Private Placement constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders as the fair market value of each of the Insider's participation, individually, and in aggregate, in the Private Placement is below 25% of the Company's market capitalization as determined in accordance with MI 61-101.

A material change report including details with respect to the related party transaction could not be filed less than 21 days prior to the closing of the Private Placement as the Company did not receive prior confirmation of such participation and the Company deemed it reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Private Placement in an expeditious manner.

December 2023 Financing - Warrant Expiry Date Extension

The Company also announces that it has extended the expiry date of an aggregate of 12,376,666 existing share purchase warrants which were issued on December 19, 2023 (the "December 2023 Warrants") in conjunction with a non-brokered private placement ("December 2023 Financing"). Each December 2023 Warrant is exercisable to acquire one Common Share at an exercise price of $0.12 (subject to acceleration). The original expiry date of the December 2023 Warrants was December 19, 2025. The new expiry date of the December 2023 Warrants is December 19, 2028, a period of five (5) years from the issuance date.

All other terms and conditions of the December 2023 Warrants remain unchanged. The Company notes that pursuant to CSE Policy 6.7(3), amendments related to broker warrants are not permitted and as such there is no extension to the broker warrants issued in conjunction with the December 2023 Financing. For further details with respect to the December 2023 Warrants or the December 2023 Financing, please refer to the press releases of the Company dated December 7 and December 19, 2023 available on SEDAR+ at www.sedarplus.ca.

Stock Option Grant

The Company's Board of Directors has authorized, pursuant to its 2025 Stock Option Plan, the grant of an aggregate of 5,700,000 stock options ("Options") to certain officers, employees and consultants of the Company, to purchase an aggregate of 5,700,000 Common Shares effective September 22, 2025 ("Grant Date"). The Options were awarded at an exercise price of $0.10 per Common Share and expire five years from the Grant Date. 1,100,000 Options vest quarterly over two years, with the balance of the Options vesting quarterly over one year.

For more information about AIML:
For detailed information please see AIML's website or the Company's filed documents at www.sedarplus.ca.

Contact:
Blake Fallis at
(778) 405-0882
info@aiml.health

About AI/ML Innovations Inc.
https://www.aiml.health/

AIML Innovations Inc. is a global technology company pioneering the use of artificial intelligence and neural networks to transform digital health. Our proprietary platforms leverage advanced signal processing and deep learning to convert complex biometric data into actionable clinical insights - supporting earlier diagnosis, personalized treatment, and more effective care.

AIML's shares trade on the Canadian Securities Exchange (CSE:AIML), the OTCQB Venture Market (AIMLF), and the Frankfurt Stock Exchange (42FB).

On behalf of the Board of Directors:
Paul Duffy, Executive Chairman

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including with respect to the completion of the Private Placement. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of AIML. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

SOURCE: AI/ML Innovations, Inc.

View the original press release on ACCESS Newswire