NetraMark Closes Final Tranche of $3.5 Million Private Placement

Rhea-AI Summary

NetraMark (OTCQB: AINMF) closed the second and final tranche of a non-brokered private placement on Feb 18, 2026, issuing 390,000 Units at $1.00 each for $390,000. The Offering raised aggregate gross proceeds of $3.5 million via 3,500,000 Units.

Each Unit includes one common share and one-half warrant; each whole warrant is exercisable at $1.35 for two years. Post-closing, there are 92,223,699 common shares outstanding. Securities are subject to a four-month-and-one-day hold ending June 19, 2026, and are not registered in the United States.

Positive

• Gross proceeds of $3.5 million raised
• Warrants issued with $1.35 exercise price for two years
• Insider participation shows management alignment (232,500 Units)

Negative

• Shares outstanding increased to 92,223,699, diluting existing holders
• Hold period until June 19, 2026 restricts resale of issued securities
• Securities not US-registered, limiting offers or sales into the United States

TORONTO, Feb. 19, 2026 (GLOBE NEWSWIRE) -- NetraMark Holdings Inc. (the “Company” or “NetraMark”) (TSX: AIAI) (OTCQB: AINMF) (Frankfurt: PF0), a premier artificial intelligence (AI) company transforming clinical trials with AI-powered precision analytics in the pharmaceutical industry, is pleased to announce that the second and final tranche (the “Second Tranche”) of its previously announced non-brokered private placement (the “Offering”, see news releases dated January 13, 2026 and January 28, 2026) closed on February 18, 2026. Under the Second Tranche, the Company issued 390,000 units of the Company (the “Units”) at a price of $1.00 per Unit for gross proceeds of $390,000. Under the entire Offering, the Company issued a total of 3,500,000 Units at a price of $1.00 per Unit for aggregate gross proceeds of $3,500,000.

Each Unit consists of one common share in the capital of the Company (each, a "Unit Share") and one-half (½) of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles its holder to acquire, subject to adjustment in certain events, one additional common share in the capital of the Company at an exercise price of $1.35 per share for a period of two (2) years from the date of issue.

The securities issued by the Company in connection with the Second Tranche will be subject to a 4-month and a day "hold period" expiring June 19, 2026, as prescribed by applicable Canadian securities laws. None of the securities will be registered under the United States Securities Act of 1933, as amended, and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

As a result of closing the Second Tranche, there are 92,223,699 Common Shares of NetraMark issued and outstanding. NetraMark intends to use the net proceeds from the private placement towards working capital and general corporate purposes.

An insider of the Company participated in the Second Tranche and subscribed for 232,500 Units. Such participation constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation requirement per section 5.5(a) of MI 61-101, and from the need to obtain minority shareholder approval per section 5.7(1)(a) of MI 61-101, as neither the fair market value of the Units issued to insiders under the Offering, nor the fair market value of the consideration paid by such insiders, exceeds 25% of the Company’s market capitalization.

The Company did not file a material change report in respect of the related party transaction at least 21 days before the Second Tranche closing, as the details of such participation had not been confirmed until shortly prior to the Second Tranche closing and the Company wished to complete the Second Tranche closing in an expeditious manner.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

About NetraAI

In contrast to other AI-based methods, NetraAI is uniquely engineered to include focus mechanisms that separate small datasets into explainable and unexplainable subsets. Unexplainable subsets are collections of patients that can lead to suboptimal overfit models and inaccurate insights due to poor correlations with the variables involved. NetraAI uses the explainable subsets to derive insights and hypotheses (including factors that influence treatment and placebo responses, as well as adverse events) providing the potential to increase the chances of a clinical trial success. Many other AI methods lack these focus mechanisms and assign every patient to a class, often leading to "overfitting" which drowns out critical information that could have been used to improve a trial's chance of success.

About NetraMark

NetraMark is a company focused on being a leader in the development of Generative Artificial Intelligence (Gen AI)/Machine Learning (ML) solutions targeted at the Pharmaceutical industry. Its product offering uses a novel topology-based algorithm that has the ability to parse patient data sets into subsets of people that are strongly related according to several variables simultaneously. This allows NetraMark to use a variety of ML methods, depending on the character and size of the data, to transform the data into powerfully intelligent data that activates traditional AI/ML methods. The result is that NetraMark can work with much smaller datasets and accurately segment diseases into different types, as well as accurately classify patients for sensitivity to drugs and/or efficacy of treatment.

For further details on the Company please see the Company’s publicly available documents filed on the System for Electronic Document Analysis and Retrieval+ (SEDAR+).

Forward-Looking Statements

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation including statements regarding the use of proceeds which is based upon NetraMark’s current internal expectations, estimates, projections, assumptions and beliefs, and views of future events. Forward-looking information can be identified by the use of forward-looking terminology such as "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may", "would" or "will" happen, or by discussions of strategy. Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. The forward-looking statements are expectations only and are subject to known and unknown risks, uncertainties and other important factors that could cause actual results of the Company or industry results to differ materially from future results, performance or achievements. Any forward-looking information speaks only as of the date on which it is made, and, except as required by law, NetraMark does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise. New factors emerge from time to time, and it is not possible for NetraMark to predict all such factors.

When considering these forward-looking statements, readers should keep in mind the risk factors and other cautionary statements as set out in the materials we file with applicable Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.com including our Annual Information Form for the year ended September 30, 2025. These risk factors and other factors could cause actual events or results to differ materially from those described in any forward- looking information. The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information:

Swapan Kakumanu - CFO | swapan@netramark.com | 403-681-2549

Or

Adam Peeler – Investor Relations | adam.peeler@loderockadvisors.com | 416-427-1235

LodeRock Advisors
1 Toronto St, Suite 202 Toronto, Ontario
M5C 2W4

FAQ

What did NetraMark (AINMF) raise in the Feb 18, 2026 private placement?

NetraMark raised $3.5 million through a non-brokered private placement. According to the company, 3,500,000 Units were issued at $1.00 per Unit across two tranches, including 390,000 Units in the final tranche closed Feb 18, 2026.

How many shares and warrants did NetraMark (AINMF) issue in the Offering?

Each Unit contained one common share and one-half warrant, totaling 3,500,000 shares and 1,750,000 warrants. According to the company, each whole warrant is exercisable for one share at $1.35 for two years.

What is the dilution impact after NetraMark's (AINMF) funding close on Feb 18, 2026?

Post-closing share count is 92,223,699 common shares, reflecting issuance of 3,500,000 Units. According to the company, this increases outstanding shares and may dilute existing shareholders proportionally.

When can investors resell the Units issued in NetraMark's (AINMF) Feb 18, 2026 tranche?

Resale is restricted by a four-month-and-one-day hold expiring on June 19, 2026. According to the company, securities issued in the Second Tranche are subject to this hold as required by Canadian securities laws.

What are the warrant terms from NetraMark's (AINMF) private placement?

Each whole warrant allows purchase of one common share at an exercise price of $1.35 and expires two years from issue. According to the company, warrants are subject to adjustment in specified events.

Did any insiders participate in NetraMark's (AINMF) private placement and does it need shareholder approval?

An insider subscribed for 232,500 Units; the transaction was a related party transaction. According to the company, exemptions under MI 61-101 removed the need for formal valuation and minority shareholder approval.