BioNxt Solutions Announces Convertible Debenture Unit Private Placement

Rhea-AI Summary

BioNxt Solutions (OTC:BNXTF) has announced a non-brokered private placement of convertible debenture units priced at $0.60 per unit, aiming to raise up to $1.2 million in gross proceeds.

Each debenture unit includes an 8.0% unsecured convertible debenture and one common share purchase warrant. The warrants allow holders to acquire common shares at $0.75 per share within two years. The debentures are convertible into common shares at $0.60 per share before maturity.

The company plans to use proceeds for product development, commercialization, intellectual property filings, and working capital. The offering may include finder's fees of up to 8% cash and 8% in broker warrants.

Positive

• Potential to raise up to $1.2 million in additional capital
• Flexible financing structure with both debt and equity components
• Proceeds will support product development and commercialization efforts

Negative

• 8% interest rate on debentures represents significant cost of capital
• Potential dilution for existing shareholders upon conversion
• Additional dilution possible from warrant exercises and finder's fees

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / July 11, 2025 / BioNxt Solutions Inc. ("BioNxt" or the "Company") (CSE:BNXT)(OTC PINK:BNXTF)(FSE:BXT), is pleased to announce its intention to complete a non‐brokered private placement (the "Offering") of convertible debenture units (the "Debenture Units") at a price of $0.60 per Debenture Unit, for gross proceeds of up to $1,200,000.

Each Debenture Unit consists of: (i) $0.60 principal amount of 8.0% unsecured convertible debentures (the "Debentures") and (ii) one common share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to acquire one common share in the capital of the Company (a "Common Share") at a price of $0.75 per Common Share for a period of two years following the date of issuance. The Debentures bear interest from their issue date at 8.0% per annum on an accrual basis, calculated and payable on an annual basis, up to and including the date which is two years following the date of issuance (the "Maturity Date"). The principal amount of the Debentures is convertible, at the option of the holder, into Common Share at any time prior to the Maturity Date, at a conversion price of $0.60 per Common Share (the "Conversion Price"). At the election of the Company, the interest payable on the principal amount of the Debentures may be settled by a cash payment or through the issuance of Common Shares at the Conversion Price.

The Company intends to use the net proceeds from the Offering for product development and commercialization, intellectual property filings, and general working capital. There is no minimum number of Debenture Units or minimum aggregate proceeds required to close the Offering and the Company may, at its discretion, elect to close the Offering in one or more tranches.

In connection with the Offering, Company may pay a cash finder's fee of up to 8% of the gross proceeds of the Offering and may issue to certain eligible finders non-transferable broker warrants (the "Broker Warrants") of up to 8% of the number of Debenture Units sold under the Offering. Each Broker Warrant will entitle the holder to purchase one Common Share (a "Broker Share") at an exercise price of $0.60 per Broker Share for a period of two years from the date of issuance of the Broker Warrants.

The securities of the Company to be issued in connection with the Offering, and any Common Shares issuable upon conversion or exercise thereof, will be subject to a statutory hold period of four months and one day.

About BioNxt Solutions Inc.

BioNxt Solutions Inc. is a bioscience innovator focused on next‐generation drug delivery technologies, diagnostic screening systems, and active pharmaceutical ingredient development. The Company's proprietary platforms-Sublingual (Thin‐Film), Transdermal (Skin Patch), and Oral (Enteric‐Coated Tablets)-target key therapeutic areas, including autoimmune diseases, neurological disorders, and longevity. With research and development operations in North America and Europe, BioNxt is advancing regulatory approvals and commercialization efforts, primarily focused on European markets. BioNxt is committed to improving healthcare by delivering precise, patient‐centric solutions that enhance treatment outcomes worldwide.

BioNxt is listed on the Canadian Securities Exchange: BNXT, OTC Markets: BNXTF and trades in Germany under WKN: A3D1K3. To learn more about BioNxt, please visit www.bionxt.com.

Investor Relations & Media Contact

Hugh Rogers, Co‐Founder, CEO and Director
Email: investor.relations@bionxt.com
Phone: +1 778.598.2698

Web: www.bionxt.com
LinkedIn: https://www.linkedin.com/company/bionxt‐solutions
Instagram: https://www.instagram.com/bionxt

THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE DEBENTURES AND THE SHARES WHICH MAY BE ISSUED ON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Cautionary Statement Regarding "Forward‐Looking" Information

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking information in this news release includes the anticipated completion of the Offering, the estimated proceeds to be raised pursuant to the Offering, and projected use of proceeds from the Offering. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

SOURCE: BioNxt Solutions Inc.

View the original press release on ACCESS Newswire

FAQ

What are the key terms of BioNxt Solutions (BNXTF) convertible debenture offering?

The offering consists of units priced at $0.60, including 8.0% convertible debentures and warrants exercisable at $0.75 for two years. The debentures are convertible into shares at $0.60 per share.

How much is BioNxt Solutions (BNXTF) planning to raise through this offering?

BioNxt Solutions aims to raise up to $1.2 million in gross proceeds through this non-brokered private placement.

How will BioNxt Solutions use the proceeds from the convertible debenture offering?

The proceeds will be used for product development and commercialization, intellectual property filings, and general working capital.

What are the finder's fees associated with BioNxt's private placement?

The company may pay up to 8% cash finder's fee and issue broker warrants for up to 8% of the debenture units sold, exercisable at $0.60 per share for two years.

What is the holding period for securities issued in BioNxt's offering?

The securities will be subject to a statutory hold period of four months and one day.