Marvel Biosciences Announces Closing of Private Placement

Rhea-AI Summary

Marvel Biosciences (TSXV: MRVL) has successfully closed its non-brokered private placement offering, raising gross proceeds of $1,018,750 through the issuance of 8,150,000 units at $0.125 per unit. Each unit consists of one common share and one purchase warrant.

The warrants allow holders to purchase additional common shares at $0.175 per share within a two-year period. The company included an acceleration clause where the warrant expiry can be brought forward if the stock trades at $0.30 or higher for 10 consecutive trading days, with a 30-day notice period for warrant holders to exercise.

Positive

• Raised $1,018,750 in fresh capital through private placement
• Warrant exercise could bring additional future capital at $0.175 per share

Negative

• Potential dilution from issuance of 8,150,000 new units
• Additional dilution possible if warrants are exercised

Calgary, Alberta--(Newsfile Corp. - May 12, 2025) - Marvel Biosciences Corp. (TSXV: MRVL) and its wholly owned subsidiary, Marvel Biotechnology Inc. (collectively the "Company" or "Marvel"), announces that, further to its press releases of March 28, 2025 and May 2, 2025, it has closed its non-brokered private placement (the "Offering"). Pursuant to the Offering, the Company issued an aggregate of 8,150,000 units (the "Units") at a price of $0.125 per Unit for aggregate gross proceeds of $1,018,750 (the "Offering").

Each Unit is comprised of one Common Share in the capital of the Company and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.175 per share at any time prior to 5:00 p.m. (Calgary time) on the date that is two (2) years from the date of the issuance of the Units; provided that if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") is at least $0.30 per share for a period of ten (10) consecutive trading days (whether or not trading occurs on all such days) (the "Triggering Event"), the expiry date of the Warrants may be accelerated by the Corporation to a date that is not less than 30 days after the date that notice of such acceleration is provided to the Warrant holders, which notice may be by way of general press release (the "Accelerated Expiry Date"). If such news release is issued, all Warrants that are not exercised prior to 5:00 p.m. Calgary time on the Accelerated Expiry Date will expire immediately after such time on the Accelerated Expiry Date.

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 that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release. All information contained in this news release with respect to the Company and its subsidiary,(collectively, the "Parties") were supplied by Marvel, respectively, for inclusion herein and each parties' directors and officers have relied on each other for any information concerning such Party.

This news release may contain forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the future plans and objectives of the Company are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the expectations of the Company and include other risks detailed from time to time in the filings made by the Company under securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. 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. As a result, the Company cannot guarantee that the above events on the terms will occur and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/251803

FAQ

How much did Marvel Biosciences (MRVL) raise in its May 2025 private placement?

Marvel Biosciences raised gross proceeds of $1,018,750 through the issuance of 8,150,000 units at $0.125 per unit.

What are the terms of Marvel Biosciences' (MRVL) warrant acceleration clause?

The warrants can be accelerated if MRVL stock trades at $0.30 or higher for 10 consecutive trading days, with 30 days notice for holders to exercise.

What is the exercise price and expiry of MRVL's private placement warrants?

The warrants have an exercise price of $0.175 per share and expire two years from issuance date.

How many units were issued in Marvel Biosciences' private placement?

Marvel Biosciences issued 8,150,000 units, with each unit consisting of one common share and one purchase warrant.