Defence Therapeutics Announces AGM Results and Provides Corporate Updates

Defence Therapeutics (OTCQB: DTCFF) reported results from its December 10, 2025 annual meeting and provided corporate updates.

Rhea-AI Summary

Defence Therapeutics (OTCQB: DTCFF) reported results from its December 10, 2025 annual meeting and provided corporate updates.

Shareholders approved a five-member board and ratified Crowe MacKay as auditors. The company granted 800,000 stock options exercisable at $0.82 for 10 years. Defence amended 967,000 warrants from private placements, extending expiry by 12 months and repricing exercise price from $2.00 to $1.00 (new expiries Jan 30, 2027 and Mar 22, 2027).

Defence disclosed a marketing services agreement with i2i Marketing Group for USD $300,000, starting ~Nov 3, 2025, with $50,000 paid on signing and remaining payments tied to completion conditions.

Positive

• Warrants repriced to $1.00 may increase exercise likelihood
• Grant of 800,000 options aligns incentives with management
• Marketing engagement valued at USD $300,000 may boost visibility

Negative

• Potential dilution from 800,000 options and 967,000 warrants
• USD $300,000 marketing fee is a near-term cash outflow
• Warrant repricing reduces future cash inflow per share from $2.00 to $1.00

Argus Dec 11 session

-5.70% close to close Open Argus

Details

News Market Reaction – DTCFF

On Dec 11, the first trading day after this news, DTCFF closed 5.70% below the previous close.

Data tracked by StockTitan Argus for the Dec 11 session.

Key Figures

Stock options granted: 800,000 options Option exercise price: $0.82 per share Warrants amended: 967,000 warrants +5 more

Stock options granted

800,000 options

Granted to directors, officers and employees under Omnibus Incentive Plan

Option exercise price

$0.82 per share

Exercise price for 800,000 options, 10-year term

Warrants amended

967,000 warrants

Common Share purchase warrants from Jan 30 and Mar 22, 2024 placements

New warrant exercise price

$1.00 per share

Repriced exercise level for amended warrants

Marketing agreement value

USD$300,000

Total cash consideration for i2i online marketing agreement

Upfront payment

USD$50,000

Paid on Sept 30, 2025 under i2i marketing agreement

Marketing term

2-month initial term

Online marketing agreement commencing around Nov 3, 2025

Warrant series split

567,000 & 400,000

Two warrant tranches with extended expiries to 2027

Historical Context

5 past events · Latest: Dec 04

5 events

1. Dec 04

   Advisory board formed

   24h Move

   -2.7%

   Scientific Advisory Board formed to guide Accum‑enhanced ADC programs.

2. Nov 21

   Debenture conversion

   24h Move

   +3.0%

   8% convertible debentures fully converted to common shares at maturity.

3. Nov 19

   Strategic platform shift

   24h Move

   -4.9%

   Shift to supplying Accum platform to ADC developers after conference data.

4. Nov 06

   Conference presentation

   24h Move

   -2.5%

   World ADC Conference data showing improved intracellular delivery with Accum.

5. Nov 04

   Preclinical efficacy data

   24h Move

   -0.8%

   In vivo Accum‑Kadcyla breast cancer data showing higher anti‑tumor efficacy.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

stock options, warrants, private placement, omnibus incentive plan

4 terms

stock options financial

"Defence has granted a total of 800,000 stock options (the "Options")"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

warrants financial

"amendment to the terms of a total of 967,000 Common Share purchase warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

private placement financial

"Warrants") originally issued as part of a private placement closed on January 30"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

omnibus incentive plan financial

"pursuant to the Company's Omnibus Incentive Plan (the "Plan")"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Montreal, Quebec--(Newsfile Corp. - December 10, 2025) - Defence Therapeutics Inc. (CSE: DTC) (FSE: DTC) (OTCQB: DTCFF) ("Defence" or the "Company"), a biotechnology company advancing a proprietary intracellular delivery platform that enables more potent, safer, and more effective antibody-based and radiotherapeutic treatments, is pleased to announce that the Shareholders approved all matters presented at the Company's annual general meeting of the shareholders held today, as follows:

Setting the number of directors at five Election of directors: Sebastien Plouffe                                                            Dr. Philippe Lefrançois                                                    Dr. Sarkis Meterissian                                                     Dr. Svetlana Selivanova                                                  Dr. Amie Phinney    Appointment of Crowe MacKay LLP as auditors

100% 100% 100% 100% 100% 100% 100%

 

Grant of Options

Defence has granted a total of 800,000 stock options (the "Options") to certain directors, officers and employees pursuant to the Company's Omnibus Incentive Plan (the "Plan"). The Options, subject to the terms of the Plan, are exercisable at a price of $0.82 per Class A Common share of the Company (each, a "Common Share") for a period of 10 years.

Warrant Terms Amendments

Defence also announces an amendment to the terms of a total of 967,000 Common Share purchase warrants (the "Warrants") originally issued as part of a private placement closed on January 30 and March 22, 2024 respectively. The expiry date will be extended by 12 months and the exercise price will be repriced at $1.00 per Common Share, as follows:

Number of  Warrants:	Original Expiry Date  of Warrants:	New Expiry Date  of Warrants:	Original Exercise  Price of Warrants:	New Exercise Price  of Warrants:
567,000	January 30, 2026	January 30, 2027	$2.00	$1.00
400,000	March 22, 2026	March 22, 2027	$2.00	$1.00

 

All other terms of the Warrants will remain unchanged. In accordance with the requirements of the CSE, the terms of any warrants issued as compensation warrants or as finder warrants are not eligible for amendment.

Marketing Service Engagement

On September 30, 2025, Defence entered into an online marketing agreement for a term of 2-month, which commenced on approximately November 3, 2025 (the "Agreement") with i2i Marketing Group, LLC ("i2i") for total cash consideration of USD$300,000 with $50,000 paid on the date of the Agreement and the remaining to be paid upon the completion of conditions set for in the Agreement. Thereafter, the Agreement continues on a month-to-month basis with supplemental expenditures agreed to by the parties for the services being rendered. Pursuant to the terms of the Agreement, i2i will provide certain marketing and distribution services, which includes content creation management, author sourcing, project management and media distribution. i2i is a private company headquartered in Key West, Florida, USA (www.issuer2investor.com, email: contact@i2illc.com; address 1107 Key Plaza #222, Key West FL 33040; phone: 240-7315-4665), dedicated to providing marketing services. The Company will not issue any securities to i2i as compensation. i2i and its principals are arm's length from the Company and do not have any interest, direct or indirect, in the Company or its securities nor do they have any right to acquire such an interest.

About Defence:

Defence Therapeutics is a publicly-traded biotechnology company working on engineering the next generation ADC products using its proprietary platform. The core of Defence Therapeutics platform is the ACCUM^® technology, which enables precision delivery of biologics in their intact form to target cells. As a result, efficacy and potency can be enhanced for biologics enabling expanded patient access and market opportunities.

For further information:
Sebastien Plouffe, President, CEO and Director
P: (514) 947-2272
Splouffe@defencetherapeutics.com
www.defencetherapeutics.com

Cautionary Statement Regarding "Forward-Looking" Information

This 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. 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.

Neither the CSE nor its market regulator, as that term is defined in the policies of the CSE, accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277637

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate actions did Defence Therapeutics (DTCFF) shareholders approve on December 10, 2025?

Shareholders approved a five-member board and ratified Crowe MacKay as auditors.

How many stock options did Defence Therapeutics (DTCFF) grant and at what price?

The company granted 800,000 options exercisable at $0.82 per share for 10 years.

What changes were made to Defence Therapeutics (DTCFF) warrants on December 10, 2025?

The company extended 967,000 warrants by 12 months and repriced them from $2.00 to $1.00.

When do the amended Defence Therapeutics (DTCFF) warrants expire after the extension?

Amended expiries are January 30, 2027 for 567,000 warrants and March 22, 2027 for 400,000 warrants.

What are the terms of the marketing agreement disclosed by Defence Therapeutics (DTCFF)?

Defence entered a marketing services agreement with i2i for USD $300,000, commencing ~Nov 3, 2025, with $50,000 paid on signing.

Will Defence Therapeutics (DTCFF) issue shares to i2i Marketing for services?

No. The company stated it will not issue any securities to i2i as compensation.