Rapid Dose Announces Extension to Promissory Notes

Rhea-AI Summary

Rapid Dose Therapeutics (OTC:RDTCF) announced an agreement to extend the maturity dates of most secured convertible notes issued in its 2023 private placement from November 30, 2025 to November 30, 2026. Noteholders representing $3,084,445 of the aggregate $3,134,445 principal accepted the Extension; one $50,000 holder will be repaid in cash.

The Extension raises the notes' annual interest rate from 12% to 18%, compounded monthly, converts accrued interest of $62,860.65 into common shares (to be issued by Dec 15, 2025), and pays a 5% extension fee in shares at $0.16 per share. Related parties hold $1,696,371 of notes; the board approved the transaction and relied on MI 61-101 exemptions.

Positive

• Note maturities extended to Nov 30, 2026 for $3,084,445
• Accrued interest $62,860.65 will be paid in shares, conserving cash
• Company may prepay notes on 10 days' notice

Negative

• Interest rate increased from 12% to 18%, compounded monthly
• Extension fee of 5% payable in shares at $0.16 (dilution)
• Insiders hold $1,696,371 of notes (related party transaction)

Burlington, Ontario--(Newsfile Corp. - November 28, 2025) - Rapid Dose Therapeutics Corp. (CSE: DOSE) ("RDT" or the "Company") announced today that it intends to extend the maturity date of its outstanding secured convertible notes (the "Notes") previously issued on its private placement financing (the "Financing") which closed in 2023. The Notes have a maturity date of November 30, 2025, and the Company intends to extend the maturity date for one year, to November 30, 2026.

The Financing was an offering of units (the "Units") at a price of $1.00 per Unit. Each Unit consisted of $1.00 principal amount of Notes convertible at $0.17 per share and five common share purchase warrants of the Company with an exercise price of between $0.14 and $0.17 per share and an expiry date of November 30, 2025. The Company closed all four tranches of the Financing between July 2023 and December 2023, issuing an aggregate of $3,134,445 principal amount of Notes and 15,672,225 warrants.

Specifically, noteholders holding an aggregate of $3,084,445 of Notes have agreed to extend the maturity date on its Notes to November 30, 2026, and extend the expiry date on their accompanying common share purchase warrants of the Company (the "Warrants") to November 30, 2026 with an exercise price of $0.16; and such noteholders shall accordingly receive an extension fee of 5%, payable in common shares ("Common Shares") at a price of $0.16 per share (collectively, the "Extension"). One noteholder holding a $50,000 Note was unable to extend the maturity date of their note and shall therefore have the principal repaid in cash.

Pursuant to the Extension, the Notes shall bear interest at 18% per annum (an increase from 12% per annum), calculated and compounded monthly, and added to principal and shall otherwise continue to be paid in accordance with the original terms of the Notes. That is, interest shall be payable quarterly in arrears in Common Shares at a price per share equal to the closing market price of the Common Shares on the Canadian Securities Exchange (the "CSE") on the last trading day of each calendar quarter. The conversion price of the Notes will remain at $0.17 per share. The Company will be permitted to prepay the Notes on 10 days' advance notice without notice or bonus.

In accordance with the terms of the Notes, the Company intends to issue Common Shares in satisfaction of the accrued and unpaid interest on the Notes for all Noteholders, due on the initial maturity date of November 30, 2025. Therefore, the Company intends to issue Common Shares at the closing market price of the Common Shares on the CSE on November 28, 2025 (the last trading day of the month), in satisfaction of the aggregate of $62,860.65 of accrued interest owing on the Notes at such time. The Company expects to issue the Common Shares no later than December 15, 2025.

All securities issued pursuant to the Extension as well as for payment of the accrued interest will be subject to a hold period expiring four months and one day from the date of issue of such securities.

Certain insiders of the Company hold an aggregate of $1,696,371 of Notes and participated in the Extension. Mark Upsdell, Chief Executive Officer and a director of the Company, holds $500,000 of Notes and 2,500,000 warrants; John McKimm (via his holding company, Madison Partners Corporation), a director of the Company, holds $346,371 of Notes and 1,731,855 warrants; Christine Hrudka, a director of the Company, holds $50,000 of Notes and 250,000 warrants; and Angela O'Leary, a director of the Company, holds $800,000 of Notes and 4,000,000 warrants. Therefore, the Extension is a related party transaction within the meaning of Multilateral Instrument 61-101 ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(b) (Company is listed on the Canadian Securities Exchange) and Section 5.7(1)(a) (fair market value of the Extension insofar as it involves related parties does not exceed 25% of the Company's market capitalization) in respect of such transaction. A resolution of the board of directors of the Company was passed to approve the Extension.

About Rapid Dose Therapeutics Corp.
Rapid Dose Therapeutics is a Canadian biotechnology company revolutionizing drug delivery through innovation. The Company's flagship product QuickStrip™ is a thin, orally dissolvable film, that can be infused with an infinite list of active ingredients, including nutraceuticals, pharmaceuticals and vaccines, that are delivered quickly into the bloodstream, resulting in rapid onset of the active ingredient. For more information about the Company, visit www.rapid-dose.com.

Contact:
RDT Investor Contact:
Mark Upsdell, CEO
investorrelations@rapid-dose.com
416-477-1052

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

Certain information in this news release may contain forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "intend", "may", "should", "anticipate", "expect", "potential", "believe", "intend", "will", "could", "are planned to", "are expected to" or the negative of these terms and similar expressions.

Statements containing forward-looking information, including, without limitation, in respect of the delivery of equipment and products using the QuickStrip™ product delivery method, the generation of recurring revenues, the plans, estimates, forecasts, projections, expectations or beliefs of RDT management as to future events or results and are believed to be reasonable based on information currently available to RDT management. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; termination of WLM agreements; future legislative and regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cannabis industry in Canada generally, income tax and regulatory matters; the ability to implement its business strategies; competition; currency and interest rate fluctuations and other risks. Readers are cautioned that the foregoing list is not exhaustive. There can be no assurance that statements of forward-looking information, although considered reasonable by RDT management at the time of preparation, will prove to be accurate as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Actual results and future events could differ materially from those anticipated in such forward-looking statements. Readers should not place undue reliance on forward-looking statements. 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 expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276319

FAQ

What notes did Rapid Dose (RDTCF) extend on November 29, 2025?

Holders of secured convertible notes issued in the 2023 private placement extended most notes from Nov 30, 2025 to Nov 30, 2026.

How much principal did Rapid Dose extend under the note amendment (RDTCF)?

Noteholders representing $3,084,445 of the $3,134,445 aggregate principal agreed to the extension.

What interest changes apply to the extended Rapid Dose notes (RDTCF)?

Interest increases to 18% per annum from 12%, calculated and compounded monthly, added to principal.

When will Rapid Dose issue shares to satisfy accrued interest on the notes (RDTCF)?

The company intends to issue shares for the accrued interest of $62,860.65 at the CSE closing price on Nov 28, 2025, no later than Dec 15, 2025.

Will the note extension for Rapid Dose (RDTCF) cause equity dilution?

Yes; the Extension includes a 5% fee paid in common shares at $0.16 and interest paid in shares, which increases outstanding shares.

Are insiders involved in Rapid Dose's note extension (RDTCF)?

Yes; insiders hold an aggregate of $1,696,371 of notes and participated in the Extension; the board approved the related party transaction under MI 61-101 exemptions.