BioHarvest Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

BioHarvest (NASDAQ: BHST) announced on November 6, 2025 its intent to conduct an underwritten public offering of common stock, with Craig-Hallum as sole managing underwriter.

The company said it may grant the underwriter a 30-day option to buy up to an additional 15% of the shares. Proceeds are expected to be used for R&D, manufacturing, marketing, advancing the CDMO business unit, debt reduction or refinancing, capital expenditures, and general corporate purposes. The offering is subject to market conditions and filing of a preliminary prospectus supplement to the SEC.

Positive

• Proceeds earmarked for R&D and manufacturing
• Planned use includes advancing the CDMO business unit
• Company may use funds for debt reduction or refinancing

Negative

• Offering is subject to market and other conditions, so completion is uncertain
• Potential shareholder dilution from sale of new shares and a 15% overallotment option

Insights

Capital markets analyst

BioHarvest plans an underwritten public offering to raise capital for R&D, CDMO growth, debt and general purposes.

BioHarvest intends to sell common stock in an underwritten offering with a 30-day option to purchase up to an additional 15% of the shares. The company lists uses of proceeds as research and development, manufacturing, marketing, advancing the CDMO business unit, debt reduction or refinancing, capital expenditures, and working capital; the offering is filed under an effective Form F-3 shelf registration declared effective on September 8, 2025.

The business mechanism is straightforward: equity issuance converts future ownership into near-term cash to fund multiple operating needs. Because no offering size, price, or dilution metrics appear, the announcement confirms intent to raise capital but provides no quantifiable impact on per-share metrics.

Key dependencies and risks include market conditions and final offering terms, which the company states may change and are not assured; the underwriter has a 30-day option to increase the deal by 15%. Watch for the preliminary and final prospectus supplements filing on the SEC site for actual share count, price range, and net proceeds, likely disclosed in the immediate days following this announcement and essential for assessing dilution and balance sheet effects.

Vancouver, British Columbia and Rehovot, Israel--(Newsfile Corp. - November 6, 2025) - BioHarvest Sciences Inc. (NASDAQ: BHST) (FSE: 8MV0) ("BioHarvest" or "the Company"), a company pioneering its patented Botanical Synthesis technology platform, today announced that it intends to offer and sell shares of its common stock in an underwritten public offering. In connection with the offering, BioHarvest also expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the public offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Craig-Hallum is acting as the sole managing underwriter for the offering.

BioHarvest expects to use the net proceeds of the offering for research and development, manufacturing, marketing, advancing the CDMO business unit, debt reduction or debt refinancing, capital expenditures, and general corporate purposes, including funding working capital.

The offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-289908), as amended, including a base prospectus, relating to the shares of common stock to be issued in the proposed offering was initially filed with the Securities and Exchange Commission (the "SEC") on August 28, 2025 and was declared effective on September 8, 2025. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

BioHarvest will file a preliminary prospectus supplement relating to and describing the terms of the proposed offering with the SEC which will be available on the SEC's website at www.sec.gov. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the securities being offered may be obtained, when available, from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 North Washington Ave., Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at prospectus@chlm.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

About BioHarvest

BioHarvest (NASDAQ: BHST) (FSE: 8MV0) is a leader in Botanical Synthesis, leveraging its patented technology platform to grow plant-based compounds, without the need to grow the underlying plant. BioHarvest is leveraging its botanical synthesis technology to develop the next generation of science-based and clinically proven therapeutic solutions within two major business verticals; as a contract development and production organization (CDMO) on behalf of customers seeking novel plant-based compounds, and as a creator of proprietary nutraceutical health and wellness products, which includes dietary supplements. To learn more, please visit www.bioharvest.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, of which provisions BioHarvest is availing itself. Such forward-looking statements include, but are not limited to, those regarding the completion of the proposed offering and expectations regarding the timing, anticipated use of proceeds from the offering and expectations to grant the underwriter a 30-day option to purchase additional shares. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as "believes," "expects," "may," "will," "could," "should," "seeks," "approximately," "intends," "plans," "estimates," or "anticipates," or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, outlook, assumptions, or goals. Any forward-looking statements in this press release are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, uncertainties related to market conditions and satisfaction of customary closing conditions related to the proposed offering. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. BioHarvest assumes no obligation to update information contained in this press release whether as a result of new developments or otherwise, except as required by law.

Please refer to BioHarvest's most recent Annual Report on Form 40-F and other subsequent filings with the SEC, which are available at the SEC's website at www.sec.gov, for additional and more detailed discussion of risk factors that could cause actual results to differ materially from BioHarvest's current expectations.

Contacts:

BioHarvest Corporate Contact:
Dave Ryan, VP Investor Relations
+1 (604) 622-1186
info@bioharvest.com

Investor Relations Contact:
Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
+1 (949) 259-4987
BHST@mzgroup.us

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273528

FAQ

What did BioHarvest (BHST) announce on November 6, 2025 about a stock offering?

BioHarvest said it intends to offer and sell shares of common stock in an underwritten public offering with Craig-Hallum as sole managing underwriter.

How large is the underwriter's option in the BioHarvest (BHST) offering?

The underwriter may receive a 30-day option to purchase up to an additional 15% of the shares offered in the public offering.

What will BioHarvest (BHST) use the offering proceeds for?

BioHarvest expects to use net proceeds for R&D, manufacturing, marketing, advancing the CDMO business unit, debt reduction or refinancing, capital expenditures, and general corporate purposes.

Where can investors find the BioHarvest (BHST) preliminary prospectus supplement?

The preliminary prospectus supplement will be filed with the SEC and available at www.sec.gov and from Craig-Hallum Capital Group when available.

Does the BioHarvest (BHST) press release guarantee the offering will occur?

No; the company stated the offering is subject to market and other conditions and there is no assurance it will be completed or on specific terms.

Who is the managing underwriter for the BioHarvest (BHST) offering?

Craig-Hallum is acting as the sole managing underwriter for the proposed offering.