Rapid Dose Completes Extension to Promissory Notes

Rhea-AI Summary

Rapid Dose Therapeutics (OTC:RDTCF) extended the maturity of outstanding secured convertible notes issued in its 2023 private placement from Nov 30, 2025 to Nov 30, 2026. Noteholders representing $3,084,445 of principal agreed to the Extension; one holder with $50,000 was repaid in cash.

The Extension set interest at 18% per annum (up from 12%), compounded monthly and payable quarterly in common shares; conversion price remains $0.17. The company issued 1,356,758 common shares to satisfy $62,860.65 of accrued interest. Extension fees of 5% were payable in shares at $0.16, and certain insiders holding $1,696,371 of notes participated, receiving 530,115 extension-fee shares. All issued securities are held for four months and one day.

Positive

• Avoided immediate cash repayment of $3,084,445 principal
• Issued 1,356,758 shares to settle $62,860.65 accrued interest (conserved cash)
• Conversion price preserved at $0.17, maintaining conversion terms

Negative

• Interest rate increased to 18% from 12%, raising financing cost
• Dilution from 1,356,758 interest shares plus extension-fee shares (insiders received 530,115)
• Related party participation of $1,696,371 of notes creates a related party transaction
• Company did not file a material change report more than 21 days before closing

Burlington, Ontario--(Newsfile Corp. - December 8, 2025) - Rapid Dose Therapeutics Corp. (CSE: DOSE) ("RDT" or the "Company") announced today that it has extended 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 had a maturity date of November 30, 2025, and the Company extended 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 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 accordingly received an extension fee of 5%, payable in common shares ("Common Shares") at a price of $0.16 per share (collectively, the "Extension"). A noteholder holding $50,000 of Notes did not agree to the Extension and had their principal repaid in cash.

Pursuant to the Extension, the Notes 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 issued 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 issued 1,356,758 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), being $0.16, in satisfaction of the aggregate of $62,860.65 of accrued interest owing on the Notes at such time.

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

Certain insiders of the Company held an aggregate of $1,696,371 of Notes and 8,481,855 Warrants and participated in the Extension and received an aggregate of 530,115 Extension fee shares. Mark Upsdell, Chief Executive Officer and a director of the Company, held $500,000 of Notes and 2,500,000 Warrants; John McKimm (via his holding company, Madison Partners Corporation), a director of the Company, held $346,371 of Notes and 1,731,855 Warrants; Christine Hrudka, a director of the Company, held $50,000 of Notes and 250,000 Warrants; and Angela O'Leary, a director of the Company, held $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. The Company did not file a material change report more than 21 days before the expected closing of the Extension, which it considers reasonable in the circumstances, as the participation in the transaction by a related party of the Company was not definitive until shortly prior to the closing of the Extension and the Company needed to complete the transaction expeditiously.

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.

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/277386

FAQ

What did Rapid Dose Therapeutics (RDTCF) announce on December 9, 2025 about its convertible notes?

Rapid Dose extended note maturities from Nov 30, 2025 to Nov 30, 2026 for noteholders representing $3,084,445 of principal.

How did the Extension change interest and conversion terms for RDTCF notes?

Interest was raised to 18% per annum (from 12%), compounded monthly and payable in shares; conversion price remains $0.17.

How many shares did Rapid Dose issue to settle accrued interest on the notes?

The company issued 1,356,758 common shares to satisfy $62,860.65 of accrued interest due on Nov 30, 2025.

Did insiders participate in the RDTCF extension and how much was involved?

Yes; insiders held an aggregate of $1,696,371 of notes and received 530,115 extension-fee shares.

What cash impact did Rapid Dose avoid by extending the notes?

By extending, the company avoided immediate repayment of $3,084,445 principal (one $50,000 holder was repaid in cash).

Are the shares issued under the Extension immediately tradable for RDTCF?

No; all securities issued under the Extension and interest payment are subject to a hold period expiring four months and one day from issuance.