ARMR Launches up to $30M Capital Raise to Advance Biodefense Platform Against Fentanyl and AI-Driven Synthetic Drug Threats

Rhea-AI Summary

ARMR Sciences Inc. has launched a capital raise of up to $30 million, expandable to $50 million, through a private placement of Series A-1, 7% Convertible Preferred Stock. The company is developing biodefense solutions against fentanyl and synthetic drug threats, with plans for a public offering and Nasdaq listing in late 2025 or early 2026.

The company's flagship product, ARMR-100, is an immunotherapy developed at the University of Houston that showed promising results in animal studies, preventing 92% of fentanyl from entering the brain and achieving 100% blockage of the drug's effects. The technology demonstrated no cross-reactivity with common pain medications. ARMR plans to begin human trials in partnership with the Center for Human Drug Research (CHDR).

Additionally, ARMR is establishing ARMR Defense Labs to develop an AI-powered drug discovery platform for creating countermeasures against emerging synthetic threats.

Positive

• Promising animal study results showing 92% prevention of fentanyl entering the brain
• Planned expansion to $50 million maximum offering size
• Partnership with established research center CHDR for human trials
• No cross-reactivity with common pain medications in initial studies
• Development of AI-powered drug discovery platform for future threats
• Experienced leadership team including DoD veterans and MIT graduates

Negative

• Product still in early stages with no human trial data yet
• Significant capital needed for development and trials
• Regulatory approval uncertainties and timeline risks
• Competitive market with established pharmaceutical and defense contractors

Insights

Biotech Venture Capital Analyst

ARMR's $30-50M raise positions it to advance fentanyl immunotherapy toward human trials after promising animal results showing 92% prevention efficacy.

ARMR Sciences is launching a $30 million capital raise (expandable to $50 million) through a private placement of Series A-1 Convertible Preferred Stock before an anticipated public offering in late 2025 or early 2026. This funding will advance their biodefense platform against fentanyl and synthetic drug threats, with Digital Offering LLC serving as the exclusive placement agent.

The company's flagship product, ARMR-100, represents a paradigm shift in overdose prevention. Unlike current reactive approaches that treat overdoses after they occur, this immunotherapy aims to provide preventative protection by training the immune system to neutralize fentanyl in the bloodstream before it reaches the brain. Animal studies conducted over six years demonstrated impressive results: the formulation prevented approximately 92% of fentanyl from entering the brain and showed 100% blockage of the drug's analgesic and behavioral effects.

Critical for clinical viability, ARMR-100 demonstrated no cross-reactivity with common pain and addiction medications like morphine and oxycodone, suggesting these therapies would remain effective when needed. The company is now preparing to translate these animal results to humans through clinical trials led by former DoD physician Dr. Shon Remich in partnership with the Center for Human Drug Research.

Beyond ARMR-100, the company plans to develop an AI-powered drug discovery platform (ARMR Defense Labs) to create countermeasures against emerging synthetic threats. This positions ARMR within the growing defense tech sector, potentially capitalizing on significant U.S. defense spending and increased government focus on the fentanyl crisis.

For investors considering the private placement, the minimum investment is $5,000, restricted to accredited investors, with the shares offering a 7% dividend. This capital raise precedes an anticipated public offering, with ARMR having already reserved the Nasdaq ticker symbol "ARMR."

• ARMR is developing pre-exposure biodefense solutions to protect American lives from fentanyl and synthetic drug threats weaponized by U.S. adversaries.
• Up to $30 million private placement offering enables qualified investors to gain access ahead of an expected public offering and exchange listing (Nasdaq ticker reserved: ARMR)¹.
• The company's lead product is an immunotherapy intended to provide preventative annual protection against illicit fentanyl.

NEW YORK, Aug. 5, 2025 /PRNewswire/ -- ARMR Sciences Inc. ("ARMR" or the "Company"), a biodefense-tech company developing countermeasures against fentanyl and other emerging synthetic drug threats, announces the launch of a $30 million capital raise with the ability to increase the size of the offering by an additional $20 million, for a maximum offering size of up to $50 million. This announcement precedes an anticipated public offering in late 2025 or early 2026, pending approval by the U.S. Securities and Exchange Commission ("SEC") and market conditions. ARMR has appointed Digital Offering LLC as its exclusive placement agent, following their successful private and public offerings for Newsmax Media, Inc.

ARMR Launches $30M Capital Raise to Advance Biodefense Platform Against Fentanyl and AI-Driven Synthetic Drug Threats

The current private offering consists of shares of the Company's Series A-1, 7% Convertible Preferred Stock. Qualified prospective investors who meet the qualifications of an "accredited investor"* have the opportunity to invest a minimum of $5,000 in the private offering. For full details of the private offering and the ability to sign up to learn more about the anticipated public offering, go to investARMR.com.

The battlefield is evolving. Wars are no longer fought with bullets and bombs; they are now waged with unmanned drones, cyberwarfare, and covert chemical weapons such as fentanyl. Unfortunately, advancements in AI drug discovery may enable America's enemies to swiftly design more potent and lethal synthetic drugs. These chemical threats are being rapidly deployed as chemical weapons.

In this rapidly changing landscape, fentanyl represents the top synthetic drug threat. Its deadly rise is no accident. It's the result of a perfect storm: an optimized substance that's cheap to manufacture, covertly cut into counterfeit pills and recreational drugs, and quietly distributed through social media. The impact has been catastrophic. According to the DEA and CDC, fentanyl is now the leading cause of death for Americans aged 18 to 45, with overdose claiming 220 lives every single day.

In response, ARMR plans to equip Americans with innovative biodefense countermeasures to protect against both current and emerging synthetic drug threats. Its flagship technology, ARMR-100, is an immunotherapy originally developed at the University of Houston as part of a team led by Dr. Colin Haile, founding member of the University of Houston Drug Discovery Institute. The formulation was developed and studied over a six-year period through a collaborative effort overseen by Dr. Greg Cuny, Ph.D., a Massachusetts Institute of Technology (MIT) graduate and the Joseph P. & Shirley Shipman Buckley Endowed Professor of Drug Discovery. In animals, during this period, the formulation was shown to be safe while preventing approximately 92% of fentanyl from entering the brain, resulting in a 100% blockage of the analgesic and behavioral effects of the drug. In addition, the formulation has demonstrated no cross-reactivity with common pain and addiction treatment medications such as morphine, methadone, buprenorphine, or oxycodone, indicating that these therapies can likely still be used in emergency settings if needed.

ARMR's next step is to translate the promising animal data into humans. ARMR's Chief Medical Officer, Dr. Shon Remich, a former leader of the Department of Defense's (DoD) PEPFAR program and 23-year U.S. Army veteran physician, is responsible for leading this effort. This trial will be conducted in partnership with the Center for Human Drug Research (CHDR), an institution with extensive experience in conducting fentanyl studies for regulatory bodies, including the Food and Drug Administration (FDA). This stepwise approach is designed not only to de-risk clinical development but also to provide compelling efficacy data that may support future regulatory engagement and potential accelerated pathways.

"Our development strategy is to build solutions that are battlefield-ready for the military and first responders, while engineering to eventually offer solutions for broader civilian use. If they choose it, the American public deserves access to the same level of protection as our soldiers," said ARMR Chief Medical Officer Dr. Shon Remich.

If successful, the formulation could mark a shift in overdose prevention, a switch from last-second rescue to pre-exposure defense. Unlike existing treatments that act only after tragedy strikes, ARMR-100 is being designed to prevent that tragedy from occurring. Specifically, it's in development to train the body's immune system to neutralize fentanyl in the bloodstream before it can reach the brain, blocking both the respiratory failure, which causes death, and the euphoric high, which can lead to addiction.

The company says ARMR-100 is only the beginning, with plans to develop a drug discovery platform powered by artificial intelligence, enabling more efficient and effective development of countermeasures against current and emerging synthetic threats. This division, called ARMR Defense Labs, is being established to facilitate safe, efficient, and scalable countermeasures.

"We believe fentanyl is just the beginning. As AI accelerates the creation of novel synthetic compounds, we must innovate to stay ahead of the curve," said Collin Gage, Co-Founder & CEO of ARMR Sciences. "I'm confident the fortified team of veterans, scientists, and mission-driven experts will be the right one to lead the next generation of biodefense. We have the opportunity to build upon foundational research made possible by support from the U.S. Department of Defense, through the Congressionally Directed Medical Research Programs (CDMRP) originally awarded to Dr. Colin Haile at the University of Houston, whose work led to the development of ARMR-100."

ARMR plans to develop its immunotherapies as a central part of the larger defense tech movement. According to recently released figures from the Stockholm International Peace Research Institute (SIPRI), the United States spends more on defense than any other country in the world. This funding has given rise to companies like Anduril and Palantir, who are at the forefront of innovating to fill gaps left behind by traditional defense contractors. Similarly, ARMR plans to fill the void left by pharmaceutical and defense companies that have overlooked the next generation of biodefense solutions for countering synthetic drug threats. The private sector is not alone in its momentum. Under President Trump, the government is also taking action; the opioid crisis has been declared a public health emergency, cartels have been designated as foreign terrorist organizations, and fentanyl tariffs have been put in place. ARMR plans to capitalize on the tailwinds of the current defense technology boom by employing a build-first approach to address the biochemical threats that legacy pharmaceutical and defense contractors have overlooked.

"We believe ending the fentanyl crisis is America's most critical modern mission," said Gage. "We're not here to patch broken systems; we're working on an entirely new treatment approach. We want to provide improved tools for Americans to defend themselves against synthetic drug threats."

Accredited investors will have the opportunity to invest in this private offering.

The private offering is solely available to accredited investors* and consists of shares of the Company's Series A-1, 7% Convertible Preferred Stock for a maximum offering amount of up to $50 million. Investments can be made via credit card, ACH, check, or wire transfer for as little as $5,000.

Full offering details and the ability to sign up to learn more about our contemplated public offering can be found at investARMR.com.

For specific questions related to the offering or accreditation status, email us at: ir@armrsciences.com, or visit https://investARMR.com/.

*Please note: Accredited investors are defined under Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, as amended (the "Securities Act').

The Shares offered in the private offering will not be and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Additional details of the offering, including a private placement memorandum, can be found at investarmr.com. Under Rule 506(c), general solicitation of offerings is permitted; however, purchasers in a Rule 506(c) offering must be "accredited investors."

The definition of an individual accredited investor under the Securities Act of 1933, Rule 501(a)[1] is that you have (i) gross individual income of $200,000 – or $300,000 with your spouse if filing jointly – in both of the previous 2 years with a reasonable expectation that you will attain that level of income in the current year, or; (ii) individual net worth (excluding primary residence) – or joint net worth with a spouse – in excess of $1,000,000. You may wish to visit the SEC website to learn more, and view their Accredited Investor Information¹. Note that income verification is valid for 12 months from the date we confirm it, while net worth verification is only valid for 3 months from the date we confirm it. Unverified investors will not be permitted to participate in this offering.

About ARMR Sciences Inc.

ARMR Sciences Inc. is America's biodefense technology company, developing next-generation countermeasures against synthetic drug threats, such as fentanyl. Through its foundational license, ARMR is backed by early-stage research funding from the U.S. Department of Defense. ARMR is pioneering the first long-acting, preventive immunotherapy to stop synthetic drug overdose before it begins, starting with fentanyl, the #1 killer of U.S. adults aged 18 to 45. This represents a critical shift in national strategy: from reacting to overdoses to preventing them at the source. Qualified prospective investors who meet the qualifications of an "accredited investor"* can invest $5,000 in this offering and become a shareholder and owner of ARMR.

About Digital Offering, LLC

Digital Offering, LLC ("DO"), a leader in crowd financed public offerings, is a next-generation investment bank with a focus on technology and innovation, utilizing The Jumpstart Our Business Startups Act, or JOBS Act.

For over a decade they specialize in helping high-quality private and public growth companies access U.S. capital markets and achieve their growth objectives. With constantly changing markets and regulation Digital Offering is applying the best practices of traditional investment banking to new securities industry rules to enhance efficiency in capital raising.

ARMR Sciences is currently undertaking a private placement offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506(c) of Regulation D promulgated thereunder. Investors should consider the investment objectives, risks, and investment time horizon of the Company carefully before investing. The private placement memorandum relating to this offering of equity interests by the Company will contain this and other information concerning the Company and the securities referenced in this document, including risk factors, which should be read carefully before investing. You should be aware that (i) the securities may be sold only to "accredited investors," as defined in Rule 501 of Regulation D; (ii) the securities will only be offered in reliance on an exemption from the registration requirements of the Securities Act and will not be required to comply with specific disclosure requirements that apply to registration under the Securities Act; (iii) the United States Securities and Exchange Commission will not pass upon the merits of or give its approval to the securities, the terms of the offering, or the accuracy or completeness of any offering materials; (iv) the securities will be subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their securities; investing in these securities involves a high degree of risk, and investors should be able to bear the loss of their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time.

The offering documents may include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions for forward looking statements. This information is supplied from sources we believe to be reliable but we cannot guarantee accuracy. Although we believe our expectations expressed in such forward-looking statements are reasonable, we cannot assure you that they will be realized. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including, but not limited to the risks and uncertainties set forth in the attached materials, which could cause actual results to differ materially from the anticipated results set forth in such forward-looking statements. Any forward-looking statement made by us speaks only as of the date on which it is made, and we undertake no obligation to publicly update any forward-looking statement except as may be required by law.

The Company is "Testing the Waters" under Regulation A under the Securities Act of 1933. The Company is not under any obligation to make an offering under Regulation A. No money or other consideration is being solicited in connection with the information provided, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A has been filed and until the offering statement is qualified pursuant to Regulation A of the Securities Act of 1933, as amended, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any person's indication of interest involves no obligation or commitment of any kind. The information in that offering statement will be more complete than the information the Company is providing now, and could differ materially. You must read the documents filed. No offer to sell the securities or solicitation of an offer to buy the securities is being made in any state where such offer or sale is not permitted under the "blue sky" or securities laws thereof. No offering is being made to individual investors in any state unless and until the offering has been registered in that state or an exemption from registration exists therein. The securities offered using Regulation A are highly speculative and involve significant risks. The investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following the offering, it may not continue. The Company intends to list its securities on a national exchange and doing so entails significant ongoing corporate obligations including but not limited to disclosure, filing and notification requirements, as well compliance with applicable continued quantitative and qualitative listing standards.

Contact:

For questions to ARMR Sciences:
contact@armrsciences.com

For investment questions:
ir@armrsciences.com

^[1] There can be no guarantee that ARMR Sciences Inc. will complete a public offering or be approved to publicly list on Nasdaq or any stock exchange.

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SOURCE ARMR Sciences Inc.

FAQ

What is ARMR's planned capital raise amount and structure?

ARMR is raising $30 million, expandable to $50 million, through a private placement of Series A-1, 7% Convertible Preferred Stock, with a minimum investment of $5,000 from accredited investors.

What are the key results from ARMR-100's animal studies?

In animal studies, ARMR-100 prevented 92% of fentanyl from entering the brain and achieved 100% blockage of the drug's analgesic and behavioral effects, while showing no cross-reactivity with common pain medications.

When does ARMR plan to go public?

ARMR anticipates a public offering and Nasdaq listing (under ticker ARMR) in late 2025 or early 2026, subject to SEC approval and market conditions.

How does ARMR-100 differ from existing fentanyl treatments?

Unlike existing treatments that act after exposure, ARMR-100 is designed as a pre-exposure defense that trains the immune system to neutralize fentanyl in the bloodstream before it reaches the brain.

What is ARMR's strategy for future drug threats?

ARMR is establishing ARMR Defense Labs to develop an AI-powered drug discovery platform for creating countermeasures against current and emerging synthetic drug threats.