Gemina Announces Private Placement Offering
Rhea-AI Summary
Gemina Laboratories (OTC:GLABF) has launched a non-brokered private placement of common shares, offered to existing shareholders at $0.03 per share, targeting minimum gross proceeds of $500,000 and a maximum of $1,500,000. Proceeds will be used to settle debts, fund comparative performance studies of Gemina's recombinant material-binding protein and gold nanoparticle technologies, and advance commercial milestones.
According to Gemina, it previously raised $3,000,000 via secured, non-convertible debentures, enabling operations to restart and restructuring of over $6,200,000 of debt. If the private placement reaches $1,500,000, debenture holders have agreed to settle $3,000,000 of debentures into common shares at $0.01 per share and release their security over the company’s intellectual property. Both the placement and debt-settlement shares will carry a four-month-plus-one-day hold, with closing targeted by August 7, 2026. Founder John Davies has resigned as a director.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Positive
- $3,000,000 raised in prior debenture financing, enabling operations restart and debt restructuring over $6,200,000
- New equity financing targets up to $1,500,000 in gross proceeds at $0.03 per share
- Conditional agreement to convert $3,000,000 of debentures into equity at $0.01 per share
- Debenture holders to release security over Gemina’s intellectual property upon completion of the conditional debt settlement
- Board and management have adopted a capital-light strategy focused on licensing Gemina’s chemistry platform and IP
Negative
- Private placement at $0.03 per share and debt settlement at $0.01 per share imply substantial potential equity issuance
- Debt settlement is conditional on raising the full $1,500,000, creating execution risk if the maximum is not achieved
- All new shares from the placement and debt settlement carry a four-month-plus-one-day hold period, limiting immediate liquidity
- Resignation of founding team member John Davies from the board represents a change in board composition
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESS Newswire / July 13, 2026 / Gemina Laboratories Ltd. (the "Company" or "Gemina") is pleased to announce the launch of a private placement of common shares, offered exclusively to existing shareholders of the Company and subject to certain resale restrictions.
Financing and Restructuring Update
On December 30, 2025, the Company announced its plans to proceed with a non-brokered private placement of secured, non-convertible debentures (the "Debentures") for gross proceeds of a minimum of
Gemina has raised
Working with Gemina's management team, the Company's now reconstituted board has successfully reduced the Company's debts to a manageable level and formulated a comprehensive strategy and business plan centered on Gemina's recombinant material-binding protein and gold nanoparticle technologies. Gemina will pursue a capital-light model to expand its chemistry platform and intellectual property portfolio, while developing long term license agreements across diagnostics, reagents and research tools and therapeutics.
Private Placement Offering to Existing Shareholders
Gemina is pleased to announce a non-brokered private placement of common shares (the "Private Placement") at a price of
Proceeds from the Private Placement will be used to settle Gemina debts, to fund a series of independent comparative performance studies benchmarking key components of Gemina's technologies against industry-leading solutions, and to advance the Company toward completion of key commercial milestones.
It is anticipated that all common shares issued pursuant to the Private Placement will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The Company anticipates closing the Private Placement by August 7, 2026.
The Private Placement is not being made to persons in the United States or to U.S. persons. Subscription agreements from any person in the United States or any U.S. person will not be accepted unless the Company determines that an exemption from the registration requirements of the U.S. Securities Act is available.
Offer to Settle Debentures for Common Shares
Subject to Gemina raising
Gemina's board has approved a settlement price of
All common shares issued in connection with the Debt Settlement will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The Company anticipates completing the Debt Settlement, concurrently with the closing of the Private Placement by August 7, 2026.
John Davies, a member of the founding team of the Company has resigned as a Director. The Company is deeply grateful for his contributions to Gemina over the years and looks forward to maintaining an ongoing working relationship with John.
About Gemina Laboratories Ltd.
Gemina Labs is a biosensor and binding technologies company initially focused on the diagnostics industry. Our patent-pending, proprietary chemistries power next-generation testing platforms for a wide range of pathogens affecting human health and wellness - seeking to enable tests that are fast, affordable, accurate, and easily self-administered. To learn about how our technology works, visit Gemina's YouTube channel. For additional information about the Company, visit geminalabs.com.
Advisory Regarding Forward-Looking Statements
This news release contains certain statements which constitute forward-looking statements or information ("forward-looking statements") within the meaning of applicable securities laws in Canada. Any statements about Gemina's expectations, beliefs, plans, goals, targets, predictions, forecasts, objectives, assumptions, information and statements about possible future events, conditions and results of operations or performance are not historical facts and may be forward-looking. Forward-looking information is often, but not always, made through the use of words or phrases such as "anticipates", "aims", "strives", "seeks", "believes", "can", "could", "may", "predicts", "potential", "should", "will", "estimates", "plans", "mileposts", "projects", "continuing", "ongoing", "expects", "intends" and similar words or phrases suggesting future outcomes. Forward-looking information in this news release includes, but is not limited to, statements in respect of: the ultimate proceeds to be received in connection with the Private Placement; anticipated benefits of the Debt Settlement and Private Placement to the Company; the definitive terms and the anticipated timing of closing of the Debt Settlement and Private Placement, if it is to close at all; the use of proceeds from the Private Placement, benefits derived therefrom, and the timing thereof; and its ability to carry out its comprehensive strategy and business plan centered on Gemina's material binding and gold nanoparticle technologies, and the timing and results thereof.
The forward-looking information that may be in this news release is based on current expectations, estimates, projections and assumptions, having regard to the Company's experience and its perception of historical trend which have been used to develop such statements and information, but which may prove to be incorrect, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: all closing conditions to the Private Placement and Debt Settlement being satisfied and the closings occurring as anticipated; management's expectations relating to the timing and results of its other exploration and development activities; ability of management to execute on key priorities; and the effectiveness of various actions resulting from the Company's strategic priorities.
Although Gemina believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Gemina can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty. Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by forward-looking information.
Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including, without limitation, the following risk factors: the Debt Settlement and Private Placement not being completed on the terms anticipated or at all, including due to a closing condition not being satisfied; additional funding requirements; marketing and development of the Company's key products and services; liquidity and the company's substantial capital requirements; changing investor sentiment; global financial market volatility; adverse economic conditions; regulatory risks; inability of management to execute its business plan; competition from other issuers; expiration of licenses; possible failure to realize anticipated benefits of its reduced debt ; protection of its intellectual property; and reputational risks.
Additional information regarding some of these risks, expectations or assumptions and other risk factors may be found in the Company's Annual Information Management Discussion and Analysis, and other documents available on the Company's profile at www.sedarplus.ca. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Gemina undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Media Contact:
James Tansey
jtansey@geminalabs.com
604-562-4546
SOURCE: Gemina Laboratories Ltd.
View the original press release on ACCESS Newswire