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Defence Therapeutics Announces Closing of Private Placement of Units for Gross Proceeds of $9,595,000

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private placement

Defence Therapeutics (OTCQB: DTCFF) closed a private placement of 17,445,455 Units at $0.55 per Unit for aggregate gross proceeds of $9,595,000.25 on March 6, 2026. Each Unit includes one common share and one Warrant exercisable at $0.65 per share for 24 months.

The Company received $6,000,000 from two institutional investors under a binding term sheet; those 10,909,091 Warrants contain a 9.99% equity blocker. Investors received a corporate finance fee of 654,546 Units and a non-refundable deposit of 118,182 Units. Proceeds will fund ADC and radiopharmaceutical programs, partnerships, and working capital.

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Positive

  • Gross proceeds of $9,595,000.25
  • Financing closed on March 6, 2026
  • Proceeds earmarked to advance ADC and radiopharmaceutical programs

Negative

  • Issuance of 17,445,455 Units implies immediate share dilution
  • Up to 10,909,091 Warrants exercisable could cause further dilution
  • Investors received 654,546 Units fee plus 118,182 Units deposit
  • Securities not registered in the U.S., restricting U.S. resale and investor pool

News Market Reaction – DTCFF

-2.17%
-2.17% Session close to close

In the Mar 9 session, DTCFF declined 2.17%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Montreal, Quebec--(Newsfile Corp. - March 9, 2026) - Defence Therapeutics Inc. (CSE: DTC) (OTCQB: DTCFF) (FSE: DTC), ("Defence" or the "Company"), a publicly traded biotechnology and precision intracellular drug-delivery company, is pleased to announce the closing of a private placement (the "Private Placement") of 17,445,455 units (the "Units") at a price of $0.55 per Unit, for aggregate gross proceeds to Defence of $9,595,000.25. Each Unit is comprised of one common share (each, a "Share") and one common share purchase warrant ("Warrants"). Each Warrant entitles its holder to acquire an additional common share of the Company at a price of $0.65 per share for 24 months following the date of issuance.

As previously announced, the Company executed a binding term sheet (the "Term Sheet") with two arm's length institutional investors (collectively, the "Investors") in connection with the Private Placement for aggregate gross proceeds of $6,000,000, pursuant to the terms and conditions of a sharing agreement (the "Sharing Agreement") dated and executed as of March 6, 2026 (the "Closing Date"). For more information, please see the Company's press release dated February 27, 2026.

All 10,909,091 Warrants issued pursuant to the Term Sheet are exercisable at an exercise price of $0.65 per Share for a period of 24 months following the Closing Date. The Warrants include an equity blocker provision that prohibits the holder from exercising any portion of the Warrants if such exercise would result in the holder owning more than 9.99% of the Company's outstanding Shares. The Investors received a corporate finance fee of 654,546 Units and a non-refundable deposit of 118,182 Units at the Private Placement price in connection with the Sharing Agreement.

Defence intends to use the proceeds from the Private Placement to advance its Antibody Drug Conjugate ("ADC") and Radiopharmaceutical programs, to develop partnerships and for working capital purposes. No finder's fees were paid in connection with the Private Placement.

Pursuant to applicable Canadian securities laws and in accordance with the Exchange policies, all securities issued under this Private Placement are subject to applicable resale restrictions under applicable securities laws. The Private Placement closed on March 6, 2026.

The Units described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions there from. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Defence Therapeutics:
Defence Therapeutics is a publicly traded biotechnology company committed to making cancer treatment more effective and safer. Using its Accum® precision drug delivery platform, Defence is working to enhance the potency of ADCs and other complex biologics at lower doses, with the goal of reducing side effects and improving access to advanced therapies. By pursing cutting edge science, and collaborating with pharma and biotech partners, Defence strives to bring transformative therapies to patients who need them most. To learn more about Defence Therapeutics and explore partnering opportunities, please visit www.defencetherapeutics.com or contact info@defencetherapeutics.com.

For further information:
Defence Therapeutics
Sebastien Plouffe
CEO, Founder 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/287702

FAQ

How much did Defence Therapeutics (DTCFF) raise in the March 2026 private placement?

The company raised $9,595,000.25 in gross proceeds. According to the company, the financing sold 17,445,455 Units at $0.55 per Unit, each Unit including one share and one warrant exercisable at $0.65 for 24 months.

What are the warrant terms issued in Defence Therapeutics' (DTCFF) March 6, 2026 closing?

Each warrant is exercisable at $0.65 per share for 24 months. According to the company, 10,909,091 warrants issued under the term sheet include an equity blocker limiting ownership to 9.99% on exercise.

How does the private placement affect share dilution for Defence Therapeutics (DTCFF)?

Dilution arises from 17,445,455 new Units issued plus outstanding warrants. According to the company, issued Units and exercisable warrants could increase share count and dilute existing holders if warrants are exercised within 24 months.

What will Defence Therapeutics (DTCFF) use the private placement proceeds for?

Proceeds will fund product development and operations. According to the company, funds are intended to advance its ADC and radiopharmaceutical programs, develop partnerships, and provide working capital.

Were any fees or special terms paid to investors in the DTCFF private placement?

Yes. According to the company, investors received a corporate finance fee of 654,546 Units and a non-refundable deposit of 118,182 Units at the placement price, and no finder's fees were paid.