Onco-Innovations Announces Amendment to Private Placement Pricing

Rhea-AI Summary

Onco-Innovations (OTCQB:ONNVF) amended pricing for a non‑brokered private placement dated February 12, 2026. The company intends to issue up to 3,076,923 Units at $0.65 per Unit for gross proceeds up to $2,000,000.

Each Unit includes one common share and one warrant exercisable at $0.75 for three years. The company will issue Admin Fee Shares equal to 1.0% of placement Shares, may pay finders' fees or issue finders' warrants, and will use proceeds for general corporate, R&D and investor relations. Closing is subject to regulatory approvals; securities carry a four‑month plus one‑day hold.

Positive

• Planned gross proceeds of $2,000,000
• Firm unit price set at $0.65 per Unit
• Warrants exercisable for 3 years at $0.75

Negative

• Issuance of up to 3,076,923 Shares creates dilution risk
• Additional dilution possible if warrants are exercised at $0.75
• Admin Fee Shares of 1.0% increase shareholder dilution
• Securities not registered in the United States restrict US investor access

Not for distribution to United States wire services or for dissemination in the United States

VANCOUVER, BC / ACCESS Newswire / February 12, 2026 / Onco-Innovations Limited (CBOE CA:ONCO)(Frankfurt:W1H, WKN: A3EKSZ)(OTCQB:ONNVF) ("Onco" or the "Company") announces that it has amended the pricing of its previously-announced (see news release dated January 23, 2026) non-brokered private placement (the "Amended Private Placement"). Under the Amended Private Placement, the Company intends to issue up to 3,076,9233 units (each, a "Unit'') at a price of $0.65 per Unit, for aggregate gross proceeds of up to $2,000,000. Each Unit will be composed of one (1) common share (the "Shares") and one (1) Share purchase warrant (each whole warrant, a 'Warrant"), with each Warrant exercisable to acquire one Share at a price of $0.75 for three (3) years.

The Company also intends to issue Shares equal to 1.0% of the total of Shares issued in the Amended Private Placement (the "Admin Fee Shares") to an arm's-length third party, as an administrative fee for their assistance with the Amended Private Placement.

In connection with the Amended Private Placement, the Company may pay finders' fees and/or issue finders' warrants on the same terms as the Warrants, to eligible parties who introduce subscribers to the Amended Private Placement.

Closing of the Amended Private Placement is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals. All securities issued pursuant to Amended Private Placement will be subject to a hold period of four months and one day pursuant to applicable securities laws. The Company intends to use the proceeds of the Amended Private Placement for general corporate and working capital purposes, including in pursuit of the Company's operational and research and development objectives and for investor relations purposes.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, or in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Onco-Innovations Limited

Onco-Innovations is a Canadian-based company dedicated to cancer research and treatment, specializing in oncology. Onco's mission is to pursue the prevention and treatment of cancer through pioneering research and innovative solutions. The company has secured an exclusive worldwide license to patented technology that targets solid tumours.

ON BEHALF OF ONCO-INNOVATIONS LIMITED,

"Thomas O'Shaughnessy"

Chief Executive Officer

For more information, please contact: Thomas O'Shaughnessy

Chief Executive Officer

Tel: + 1 888 261 8055

investors@oncoinnovations.com

The CSE has not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Forward-Looking Statements Caution. This news release contains forward-looking statements, including in relation to the Amended Private Placement generally, and the anticipated use of funds and closing date thereof, as well as to the Company's business and plans generally, and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "potential", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release 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 Company's expectations include the failure to complete the Amended Private Placement as contemplated, or at all, that the anticipated proceeds may be lower than expected, the failure to receive regulatory approval in respect of the Amended Private Placement, and other risks detailed from time to time in the filings made by the Company with securities regulators. 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. 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 applicable law.

SOURCE: Onco-Innovations Limited

View the original press release on ACCESS Newswire

FAQ

What are the terms of Onco-Innovations' amended private placement (ONNVF) dated February 12, 2026?

The amended placement proposes up to 3,076,923 Units at $0.65 per Unit for up to $2,000,000. According to the company, each Unit includes one share and one warrant exercisable at $0.75 for three years.

How many warrants and what exercise price are included in ONNVF's February 12, 2026 private placement?

Each Unit includes one warrant exercisable to buy one share at $0.75 for three years. According to the company, warrant terms mirror Unit structure and may be issued to finders on the same terms.

What dilution should ONNVF shareholders expect from the February 12, 2026 financing?

The placement may issue up to 3,076,923 new Shares plus warrants and 1.0% Admin Fee Shares. According to the company, this creates immediate and potential future dilution if warrants are exercised.

How will Onco-Innovations (ONNVF) use proceeds from the amended private placement announced February 12, 2026?

Proceeds are intended for general corporate and working capital needs, including operational and R&D objectives and investor relations. According to the company, funds will support ongoing research and corporate activities.

Are the securities from ONNVF's February 12, 2026 placement available to U.S. investors?

No, the securities have not been and will not be registered under the U.S. Securities Act and cannot be offered or sold in the United States without registration or an exemption. According to the company, U.S. sales are restricted.

What conditions must ONNVF satisfy before closing the amended private placement announced February 12, 2026?

Closing is subject to receipt of all necessary regulatory and other approvals and customary conditions. According to the company, the placement will only close once required approvals and conditions are satisfied.