Defence Therapeutics Announces Private Placement of Units for Proceeds of up to $11 Million

Rhea-AI Summary

Defence Therapeutics (OTCQB:DTCFF) launched a private placement of up to 20,000,000 Units at $0.55 for aggregate gross proceeds up to $11,000,000. Each Unit includes one share and one warrant exercisable at $0.65 for 24 months.

The company executed a binding term sheet for $6,000,000 CAD from two institutional investors with proceeds held in escrow and released as monthly cash tranches of $333,333 CAD over 18 months, subject to a sharing agreement that ties monthly share releases to a $0.7332 CAD benchmark price.

Positive

• Up to $11.0M in potential gross proceeds from the Unit offering
• $6.0M CAD committed by two institutional investors under escrow and ISDA credit support
• Warrants provide potential additional equity raise: 10,909,091 warrants at $0.65 for 24 months

Negative

• Final proceeds from the $6.0M CAD tranche may vary materially versus $6.0M depending on share price
• Issuance of up to 20,000,000 Units plus warrants risks significant shareholder dilution
• Fee exposure: $360,000 CAD corporate finance fee or issuance of 654,546 Units at the placement price

Montreal, Quebec--(Newsfile Corp. - February 27, 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 launch of a private placement (the "Private Placement") of up to 20,000,000 units (the "Units") at a price of $0.55 per Unit, for aggregate gross proceeds to Defence of up to $11,000,000. Each Unit will be comprised of one common share (each, a "Share") and one common share purchase warrant ("Warrants"). Each Warrant will entitle 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.

The Company has executed a binding 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 (CAD) (the "Investors' Proceeds"). In connection with the Private Placement, the Investors' Proceeds and the Units will be deposited in escrow in advance of closing pursuant to an escrow agreement (the "Escrow Agreement"). Upon closing, the Units will be released from escrow and delivered to the Investors or as they may direct, and the Investors' Proceeds will be released from escrow and deposited as credit support pursuant to an ISDA Credit Support Annex, and released to the Company in monthly cash tranches of $333,333 (CAD) over an 18-month period (the "Term"), pursuant to the terms and conditions of a sharing agreement (the "Sharing Agreement") to be dated and executed on the closing of the Private Placement. Settlements under the Sharing Agreement shall commence five months after closing.

Pursuant to the Sharing Agreement, Shares will be released in equal monthly installments of approximately 606,060 Shares over the 18-month Term, with each release contingent upon the corresponding cash payment being delivered to the Company. The Sharing Agreement shall provide that the Company's economic interest will be determined in 18 monthly settlement tranches as measured against a benchmark price of $0.7332 (CAD) per Share (the "Benchmark Price"). If, at the time of settlement, the settlement price (determined monthly based on a 20-day volume-weighted average trading price of the Company's shares on the CSE) exceeds the Benchmark Price, the Company shall receive more than 100% of the monthly settlement due, on a pro rata basis, with no upper limit on additional proceeds. If the settlement price is below the Benchmark Price, the Company will receive less than 100% of the monthly settlement due, on a pro rata basis. In no event will a decline in the settlement price result in an increase in the number of Shares being issued to the Investors. As a result, the Company may ultimately receive more or materially less than the original proceeds of $6,000,000. The final amount received will depend on the Company's future share price, which is subject to market fluctuations and may vary over time. Accordingly, there is no assurance as to the total amount the Company will receive under the Sharing Agreement.

All 10,909,091 Warrants to be issued shall be exercisable at an exercise price of $0.65 (CAD) per Share for a period of 24 months following the date of issuance. The Warrants will 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 will receive a corporate finance fee of $360,000 (CAD) in connection with the Sharing Agreement, payable in cash or via the issuance of 654,546 Units at the Private Placement price, at the election of the Company (the "Fee").

The Company has agreed to pay a non-refundable deposit of $65,000 (CAD) (the "Deposit") upon receipt of approval from the CSE in connection with the Private Placement. The Deposit shall be satisfied by the issuance of 118,182 Units at the Private Placement price.

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. The Company may pay a finder's fee in connection with the offering to eligible arm's-length finders in accordance with the policies of the Canadian Securities Exchanges.

Pursuant to applicable Canadian securities laws and in accordance with the Exchange policies, all securities issued under this Private Placement will be subject to applicable resale restrictions under applicable securities laws. The closing of the Private Placement is expected on or about March 6, 2026, subject to the approval of the CSE.

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/285714

FAQ

When is the Defence Therapeutics (DTCFF) private placement expected to close?

The private placement is expected to close on or about March 6, 2026. According to the company, closing is subject to CSE approval and customary conditions, with investor proceeds held in escrow pending final documentation and settlement mechanics.

How much will Defence Therapeutics (DTCFF) receive from the committed investors and how is it paid?

Two institutional investors committed $6,000,000 CAD, paid in monthly tranches of $333,333 CAD over 18 months. According to the company, funds are escrowed and released as credit support under an ISDA Credit Support Annex, with settlements starting five months after closing.

What are the warrant terms included in Defence Therapeutics (DTCFF) Units?

Each Unit includes one warrant exercisable at $0.65 CAD for 24 months. According to the company, 10,909,091 warrants will be issued and include an equity blocker preventing ownership above 9.99% on exercise.

How could the Sharing Agreement affect the total proceeds Defence Therapeutics (DTCFF) actually receives?

Total received may be higher or materially lower than the $6,000,000 CAD commitment, depending on monthly VWAP versus a $0.7332 CAD benchmark. According to the company, monthly settlements scale pro rata above or below the benchmark with no cap on upside.

What dilution should shareholders expect from the DTCFF Unit offering and related fees?

Up to 20,000,000 Units plus 10,909,091 warrants could be issued, and a $360,000 CAD fee may be paid in cash or 654,546 Units. According to the company, a deposit of 118,182 Units will also be issued on CSE approval.