Nanalysis Announces $2.5 Million Private Placement

Nanalysis (OTCQX: NSCIF) announced a non-brokered private placement of up to 16,666,667 Units at $0.15 per Unit to raise up to $2,500,000 in gross proceeds.

Rhea-AI Summary

Nanalysis (OTCQX: NSCIF) announced a non-brokered private placement of up to 16,666,667 Units at $0.15 per Unit to raise up to $2,500,000 in gross proceeds. Each Unit comprises one common share and one-half of one warrant; the 8,333,333 whole Warrants will be exercisable at $0.20 per share until two years from closing and include an acceleration clause if the share price trades at $0.30 for 10 consecutive trading days. Net proceeds are designated for debt reduction. Closing is subject to TSX Venture Exchange acceptance, may occur in tranches, and an initial close is anticipated on or about December 15, 2025. Securities will carry a statutory hold period of four months and one day.

Positive

• Gross proceeds up to $2.5 million
• Offering structured as Units with equity plus warrants
• Proceeds earmarked for debt reduction
• Warrants exercisable at $0.20 for two years

Negative

• Potential issuance of up to 25,000,000 new shares (Units+Warrants)
• Issued securities subject to a 4 months + 1 day hold period
• Non-brokered placement may limit market distribution and liquidity

Argus Dec 8 session

-4.92% close to close Open Argus

Details

News Market Reaction – NSCIF

In the Dec 8 session, NSCIF declined 4.92%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a non-brokered private placement of up to 16,666,667 units at $0.15 for gr...

Analysis

This announcement details a non-brokered private placement of up to 16,666,667 units at $0.15 for gross proceeds of up to $2,500,000, with warrants exercisable at $0.20 to support debt reduction. It follows several quarters of revenue pressure and losses, as seen in recent earnings updates. Investors may focus on how the added equity and warrants affect per-share metrics, balance sheet flexibility, and execution against prior strategic agreements.

Key Figures

Units Offered: 16,666,667 units Unit Price: $0.15 per Unit Gross Proceeds: $2,500,000 +5 more

Units Offered

16,666,667 units

Maximum size of non-brokered private placement

Unit Price

$0.15 per Unit

Pricing for each unit in the private placement

Gross Proceeds

$2,500,000

Maximum aggregate gross proceeds from the Offering

Warrant Exercise Price

$0.20 per Share

Exercise price for each whole warrant

Warrant Term

2 years

Time from closing during which warrants may be exercised

Acceleration Trigger Price

$0.30 per Share

Share price required for 10 consecutive days to accelerate warrants

Acceleration Notice Period

30 days

Time after acceleration notice before unexercised warrants expire

Statutory Hold Period

4 months and 1 day

Mandatory hold on Units and underlying securities

Historical Context

5 past events · Latest: Dec 08

5 events

1. Dec 08

   Private placement

   24h Move

   -4.9%

   Announced $2.5M non-brokered unit financing aimed at debt reduction.

2. Nov 24

   Earnings update

   24h Move

   -8.3%

   Q3 2025 revenue declines, margin pressure, and small adjusted EBITDA loss.

3. Nov 14

   Management change

   24h Move

   -0.7%

   CFO resignation and appointment of an interim CFO with transition support.

4. Sep 03

   Strategic agreement

   24h Move

   +5.6%

   Five-year OEM and technology licensing agreement with IMRIS for MRI systems.

5. Aug 28

   Earnings update

   24h Move

   -25.3%

   Q2 2025 revenue drop, product sales weakness, and net loss despite margin gains.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

non-brokered private placement, common share purchase warrant, statutory hold period, united states securities act of 1933

4 terms

non-brokered private placement financial

"it intends to complete a non-brokered private placement (the "Offering")"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

common share purchase warrant financial

"and one-half of one common share purchase warrant (each whole warrant, a "Warrant")"

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

statutory hold period regulatory

"will be subject to a statutory hold period of four months and one day"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

united states securities act of 1933 regulatory

"registered under the United States Securities Act of 1933, as amended"

A federal law that requires companies to provide clear, written information when they sell stocks, bonds or other investment securities to the public, and that outlaws misleading claims or fraud in those offerings. It matters to investors because it forces sellers to lay out the key facts — like a detailed menu for an unfamiliar restaurant — so buyers can compare options, understand risks, and rely on a legal framework if important information is omitted or deceptive.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CALGARY, AB, Dec. 8, 2025 /PRNewswire/ -Nanalysis Scientific Corp. (the "Company" or "Nanalysis") (TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1) is pleased to announce that it intends to complete a non-brokered private placement (the "Offering") of up to 16,666,667 units of the Company (the "Units") at a price of $0.15 per Unit for aggregate gross proceeds of up to $2,500,000. Net proceeds of the Offering will be used for debt reduction.

Each Unit will consist of one common share in the capital of the Company (a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one Share at an exercise price of $0.20 per Share at any time up to 4:00 p.m. (Calgary time) on or before the date that is two years from the closing date of the Offering.

The Warrants will be subject to an acceleration provision. If, at any time prior to the expiry of the Warrants, the closing price of the Shares on the TSX Venture Exchange equals or exceeds $0.30 for any 10 consecutive trading days, the Company may, at its option, accelerate the expiry date of the Warrants to the date that is 30 days after the Company provides notice of or issues a press release announcing such acceleration. Any Warrants remaining unexercised after the accelerated expiry date will automatically expire, and all rights of the holders of such Warrants will terminate without compensation.

Completion of the Offering is subject to the acceptance of the TSX Venture Exchange and other customary closing conditions. The Offering may close in one or more tranches, with the initial closing anticipated to occur on or about December 15, 2025. The Units, and all securities underlying the Units, will be subject to a statutory hold period of four months and one day from their date of issue in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, and there will be no sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered 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 in the United States absent registration or an applicable exemption from registration requirements.

About Nanalysis Scientific Corp. (TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1)

Nanalysis Scientific Corp. develops and manufactures portable Nuclear Magnetic Resonance (NMR) spectrometers used worldwide in pharma, biotech, energy, food, materials, and security industries, as well as in academic and government labs. The Company also operates a growing services division that maintains both its own products and third-party imaging equipment, anchored by a $160 million long-term contract with the Canadian Air Transport Security Authority (CATSA) to maintain security scanners at more than 80 Canadian airports.

Notice regarding Forward Looking Information and Legal Disclaimer

This news release contains certain forward-looking information. All statements included herein, other ‎than statements of historical fact, are forward-looking information and such information involves ‎various risks and uncertainties. In particular, this news release contains forward-looking information in ‎relation to: the size, timing and completion of the Offering, the use of net proceeds of the Offering, receipt of regulatory approval for the Offering and other matters ancillary or incidental to the foregoing. There can be no assurance that ‎such information will prove to be accurate, and actual results and future events could differ materially ‎from those anticipated in such information. This forward-looking information reflects Nanalysis's ‎current beliefs and is based on information currently available to Nanalysis and on assumptions ‎Nanalysis believes are reasonable. These assumptions include, but are not limited to: the current share ‎price of Nanalysis' common shares; Nanalysis' ‎general and administrative costs remaining constant; and market acceptance of Nanalysis's business ‎model, goals and approach. Forward-looking information is subject to known and unknown ‎risks, uncertainties and other factors which may cause the actual results, performance ‎or achievements of Nanalysis to be materially different from those expressed or implied by such ‎forward-looking information. Statements with forward looking information are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.

Readers ‎should not place undue reliance on forward-looking information. Nanalysis does not undertake to ‎update any forward-looking information except in accordance with applicable securities laws.‎

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

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SOURCE Nanalysis Scientific Corp.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Nanalysis (NSCIF) aiming to raise in the December 2025 private placement?

The company intends to raise up to $2,500,000 through the Offering of Units at $0.15 each.

What securities does each Nanalysis Unit include in the NSCIF private placement?

Each Unit includes one common share and one-half of one common share purchase warrant.

What are the warrant terms in the Nanalysis (NSCIF) Offering?

Warrants are exercisable at $0.20 per share until two years from closing and have an acceleration clause at $0.30 for 10 consecutive trading days.

What will Nanalysis (NSCIF) use the net proceeds from the private placement for?

The net proceeds are designated for debt reduction.

When is the initial close expected for the Nanalysis (NSCIF) private placement?

The initial closing is anticipated to occur on or about December 15, 2025, subject to TSXV acceptance and closing conditions.

How many additional shares could be issued if all Units and Warrants convert or are exercised?

If all Units and Warrants are issued and exercised, up to 25,000,000 new shares could be created (16,666,667 Units plus 8,333,333 warrant exercises).

Are there trading or resale restrictions on the securities issued in the NSCIF Offering?

Yes, the Units and underlying securities will be subject to a statutory hold period of four months and one day from issuance.