Noveris Health Sciences Announces Proposed Private Placement of Convertible Debentures for up to $500,000
Rhea-AI Summary
Noveris Health Sciences (CSE: NVRS, OTC Pink: MYCOF) plans a non-brokered private placement of convertible debentures for aggregate gross proceeds of up to $500,000, in $1,000 denominations, expected to close on or about August 28, 2026.
The debentures bear 10% annual interest, mature 12 months after closing, and are convertible after four months into units at the greater of $0.05 or the 20-day CSE volume-weighted average price. Each unit includes one common share and one warrant, with warrants exercisable for 24 months at a price determined by the same formula. Noveris intends to use net proceeds for working capital, G&A, and R&D. The offering is subject to CSE approval, carries a four-month-and-one-day hold period, and will not result in a change of control.
Positive
- Non-brokered convertible debenture offering for up to $500,000 in gross proceeds
- Debentures carry 10% annual interest with 12-month maturity, providing near-term funding
- Conversion floor price set at $0.05, with pricing tied to 20-day CSE VWAP
- Each converted unit includes a share and a 24-month warrant, potentially enhancing investor upside
- Stated use of proceeds for working capital, G&A, and R&D supports ongoing operations and development
Negative
- Potential shareholder dilution from conversion of debentures and exercise of attached warrants
- Debentures bear a relatively high 10% interest rate, increasing financing costs
- Short 12-month maturity could create refinancing or repayment pressure if not converted
- Offering remains conditional on receiving all necessary approvals, including from the CSE
AI-generated analysis. How Rhea-AI works. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - August 20, 2026) - Noveris Health Sciences Inc. (CSE: NVRS) (FSE: 0NF1) (OTC Pink: MYCOF) (the "Company" or "Noveris") is pleased to announce its intention to complete a non-brokered private placement of convertible debentures of the Company (the "Debentures") in an aggregate principal amount of up to
The Debentures will bear interest at a rate of
The Company intends to use the net proceeds of the Offering for general working capital, general and administrative expenses, and research and development. The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the CSE. No change of control of the Company will result upon completion of the Offering.
All securities issued under the Offering, and any securities issuable on conversion of the Debentures or exercise of the Warrants, will be subject to a statutory hold period expiring four months and one day from the Closing Date in accordance with applicable Canadian securities laws, including National Instrument 45-102 – Resale of Securities.
The securities issued pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Noveris Health Sciences Inc.
Noveris Health Sciences Inc. is a Canadian life sciences company focused on opportunities in mental health and therapeutic innovation. Additional information concerning the Company is available under its profile on SEDAR+ at www.sedarplus.ca and at www.noveris.health.
On behalf of the Board of Directors
NOVERIS HEALTH SCIENCES INC.
Jason Birmingham, Chief Executive Officer
For Further Information
Tel: +1 778-900-NVRS (6877)
Email: fair@noveris.health
Web: www.noveris.health
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information includes statements that are not historical facts, including, without limitation, statements regarding the completion of the Offering, the anticipated closing date of the Offering, the aggregate gross proceeds of the Offering, the anticipated use of proceeds of the Offering, the receipt of all necessary approvals (including the approval of the CSE), the conversion of the Debentures and the resulting issuance of Units, Common Shares and Warrants, the exercise of the Warrants, and the Company's plans, expectations and business activities. Forward-looking information is based on assumptions management believes to be reasonable as of the date of this release and is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including risks that the Offering may not be completed on the terms described or at all, that required regulatory approvals may not be obtained, that the proceeds of the Offering may be used in a manner other than as described, that the Debentures may not be converted, and the other risk factors described in the Company's continuous disclosure filings available on SEDAR+ at www.sedarplus.ca. There can be no assurance that the Offering will be completed or that any anticipated benefits will be realized. The Company undertakes no obligation to update or revise any forward-looking information except as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking information.
Neither the Canadian Securities Exchange nor its Regulation Services Provider 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/310680