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Marvel Biosciences Announces Closing of Convertible Debenture Offering

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Marvel Biosciences (MBCOF) closed a non-brokered private placement of unsecured convertible debentures for gross proceeds of $500,000, subject to final TSXV approval.

The Debentures carry 12% annual interest payable in cash or common shares, mature on Dec 31, 2027, and convert at $0.17 per share. The company may force conversion if the VWAP reaches $0.60 for 10 consecutive trading days. Securities are subject to a hold period until Aug 17, 2026. Net proceeds will fund drug formulation, toxicology studies and general working capital.

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Positive

  • Raised $500,000 for near-term operations
  • Proceeds earmarked for drug formulation and toxicology studies
  • Flexible interest payment option: cash or shares

Negative

  • Convertible at $0.17 per share, creating dilution risk
  • High interest cost of 12% per annum
  • Debentures mature Dec 31, 2027, increasing short-term obligations

News Market Reaction – MBCOF

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In the Apr 20 session, MBCOF declined 1.50%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Calgary, Alberta--(Newsfile Corp. - April 17, 2026) - Marvel Biosciences Corp. (TSXV: MRVL) ("Marvel" or the "Company") announced today that it has completed the closing of the previously announced non-brokered private placement of unsecured convertible debentures ("Debentures") for gross proceeds of $500,000 (the "Offering"), subject to final approval of the TSX Venture Exchange.

The Debentures bear interest at the rate of twelve percent (12%) per annum, payable annually and mature on December 31, 2027. Interest may be repaid in cash or common shares of the Corporation ("Common Shares"), at the option of the Corporation, based on the 20 day volume weighted average trading price of the Common Shares on the TSX Venture Exchange, calculated 3 days prior to the payment date, subject to the minimum price permitted by the TSX Venture Exchange (and subject to approval of the TSX Venture Exchange). The Debentures are convertible at the holder's option into Common Shares at a conversion price of $0.17 per Common Share. The Corporation can force conversion of the Debentures into Common Shares if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange is at least $0.60 per Common Share for a minimum of 10 consecutive trading days (whether or not trading occurs on such days).

All securities issued in connection with the Offering are subject to a hold period that expires on August 17, 2026. The net proceeds from the Offering will be used for drug formulation, toxicology studies and for general working capital purposes.

About Marvel Biosciences Corp.
Marvel Biosciences Corp., and its wholly owned subsidiary, Marvel Biotechnology Inc., is a Calgary- based pre-clinical stage pharmaceutical development biotechnology company. The Company is developing MB 204, a novel fluorinated derivative of the approved anti-Parkinson's drug Istradefylline, the only clinically approved adenosine A2a antagonist. A significant and growing body of scientific evidence suggests drugs that block the adenosine A2a receptor, such as MB-204, could be useful in treating other neurological diseases such as autism, depression and Alzheimer's Disease. The Company is actively investigating its potential in addressing other neurodevelopmental disorders, such as Rett Syndrome and Fragile X Syndrome, to expand its therapeutic reach.

Contact Information:
Marvel Biosciences Corp.
J. Roderick (Rod) Matheson, Chief Executive Officer or 
Dr. Mark Williams, President, and Chief Science Officer 
Tel: 403 770 2469

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

Forward-Looking Statements
This press release contains certain statements which constitute forward-looking statements or information ("forward-looking statements"), including statements regarding Marvel's business, the Offering, including the use of proceeds of the Private Placement. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Marvel's control, including the impact of general economic conditions, the current share price of Marvel's common shares, TSX Venture acceptance and market acceptance of the Private Placement, industry conditions, currency fluctuations, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Marvel believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. As such, readers are cautioned not to place undue reliance on the forward-looking information, as no assurance can be provided as to future results, levels of activity or achievements. The forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Marvel does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/293094

FAQ

What did Marvel Biosciences (MBCOF) announce on April 17, 2026 regarding financing?

Marvel closed a private placement of unsecured convertible debentures raising $500,000. According to the company, the Debentures bear 12% interest, mature on Dec 31, 2027, and convert at $0.17 per share.

How will the MBCOF convertible debentures potentially dilute existing shareholders?

Yes, conversion could dilute shareholders if holders convert at $0.17 per share. According to the company, conversion is at holder option and the corporation can force conversion if VWAP reaches $0.60 for 10 consecutive trading days.

When can Marvel Biosciences (MBCOF) force conversion of the debentures into shares?

The company can force conversion if VWAP is at least $0.60 for 10 consecutive trading days. According to the company, this trigger applies regardless of whether trading occurs on those days.

What will Marvel Biosciences (MBCOF) use the $500,000 raised from the debenture offering for?

Net proceeds will be used for drug formulation, toxicology studies and general working capital. According to the company, the funds are specifically earmarked for those R&D and operational purposes.