DEFSEC Technologies Inc. Announces Pricing of CAD$6.8 Million Public Offering

Rhea-AI Summary

DEFSEC Technologies (NASDAQ: DFSC) has announced the pricing of a public offering expected to raise CAD$6.8 million. The offering consists of 759,879 common shares (or pre-funded warrants) along with warrants to purchase an equal number of shares at a combined price of CAD$8.955 per share.

The accompanying warrants have an exercise price of CAD$10.52 per share and will expire in five years. The offering, exclusively placed by H.C. Wainwright & Co., is expected to close around July 25, 2025. DEFSEC plans to use the net proceeds for working capital and general corporate purposes.

Positive

• Expected to raise CAD$6.8 million in gross proceeds
• Five-year warrant term provides long-term optionality for investors

Negative

• Potential dilution for existing shareholders
• Offering price may represent a discount to market price

Insights

Investment Banking Analyst

DEFSEC's CAD$6.8M public offering provides needed capital but dilutes existing shareholders by adding 759,879 new shares.

DEFSEC Technologies has priced a CAD$6.8 million public offering through the issuance of 759,879 common shares (or pre-funded warrants) at CAD$8.955 per share, along with warrants to purchase an additional 759,879 shares at CAD$10.52 per share. These warrants have a five-year exercise period.

This financing represents a standard capital-raising mechanism for small-cap companies needing to strengthen their balance sheet. The company stated the proceeds will be used for working capital and general corporate purposes, suggesting they're bolstering operational liquidity rather than financing a specific growth initiative or acquisition.

The warrant structure is noteworthy. The exercise price of CAD$10.52 represents a 17.5% premium to the offering price, indicating some optimism about future valuation appreciation. The five-year exercise window gives investors significant time to benefit from potential share price increases.

H.C. Wainwright & Co. is serving as the exclusive placement agent, typical for offerings of this size. The offering is expected to close quickly – by July 25, 2025 – suggesting market conditions are favorable for completion.

For existing shareholders, this represents moderate dilution through the immediate addition of 759,879 shares, with potential for further dilution if warrants are exercised. However, the capital injection strengthens DEFSEC's financial position, potentially enabling operational stability or modest growth initiatives.

Ottawa, Ontario--(Newsfile Corp. - July 24, 2025) - DEFSEC Technologies Inc. (NASDAQ: DFSC) (NASDAQ: DFSCW) (TSXV: DFSC) (TSXV: DFSC.WT.U) (FSE: 62U2) ("DEFSEC" or the "Company"), today announced the pricing of a public offering of 759,879 common shares of the Company (or pre-funded warrants ("Pre-funded Warrants") in lieu thereof), together with common share purchase warrants ("Warrants") to purchase up to 759,879 common shares at a combined public offering price of CAD$8.955 per share (or Pre-funded Warrant in lieu thereof) and accompanying Warrant. The Warrants will have an exercise price of CAD$10.52 per share, are exercisable upon issuance and will expire five years following the date of issuance. The closing of the offering is expected to occur on or about July 25, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be approximately CAD$6.8 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The securities described above are being offered pursuant to a registration statement on Form F-1 (File No. 333-288827), which was declared effective by the Securities and Exchange Commission (the "SEC") on July 23, 2025. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC's website at http://www.sec.gov/edgar and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

For further information, please contact:

Sean Homuth, President and Chief Executive Officer: homuth@defsectec.com

Jennifer Welsh, CFO and Chief Compliance Officer: welsh@defsectec.com

Jason Frame, Investor Relations: frame@defsectec.com +1 (587) 225-2599

About DEFSEC Technologies Inc.

DEFSEC develops and commercializes breakthrough next-generation tactical systems for military and security forces. The Company's current portfolio of offerings includes digitization of tactical forces for real-time shared situational awareness and targeting information from any source (including drones) streamed directly to users' smart devices and weapons. Other DEFSEC products include countermeasures against threats such as electronic detection, lasers and drones. These systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems, and all come integrated with TAK. The Company also has a new proprietary non-lethal product line branded PARA OPS^TM with applications across all segments of the non-lethal market, including law enforcement. The Company is headquartered in Ottawa, Canada, with representative offices in London, UK and Abu Dhabi, UAE.

For more information, please visit https://defsectec.com/. 

Forward-Looking Information and Statements

This press release includes certain statements that may be deemed "forward-looking statements" and "forward-looking information" within the meaning of Canadian and United States securities laws (collectively, "forward-looking statements"), which may be identified by the use of words such as "plans", "is expected", "intends", "believes", "proposed", or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", or "will" be taken, occur or be achieved. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties and are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include: the completion of the offering, the satisfaction of customary closing conditions related to the offering, the intended use of proceeds from the offering, general economic and stock market conditions, loss of markets and other factors beyond the control of DEFSEC. Although DEFSEC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and DEFSEC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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

The offering remains subject to the approval of the TSX Venture Exchange.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/259914

FAQ

What is the size of DEFSEC Technologies' (DFSC) public offering in July 2025?

DEFSEC Technologies is offering 759,879 common shares (or pre-funded warrants) at CAD$8.955 per share, expecting to raise CAD$6.8 million in gross proceeds.

What is the exercise price and term of DFSC's warrants in the July 2025 offering?

The warrants have an exercise price of CAD$10.52 per share and will expire five years after issuance.

How will DEFSEC Technologies use the proceeds from its CAD$6.8M offering?

DEFSEC plans to use the net proceeds for working capital and general corporate purposes.

Who is the placement agent for DEFSEC's July 2025 public offering?

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

When is DEFSEC's CAD$6.8M public offering expected to close?

The offering is expected to close on or about July 25, 2025, subject to customary closing conditions.