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Sernova Biotherapeutics Announces Closing of Recently Approved Financings

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Sernova (OTC:SEOVF) announced final closing of previously disclosed financings after shareholder approval on April 8, 2026. The transactions include a $1.5M unsecured convertible debenture, a $4.0M non-brokered unit financing, and settlements converting $12,700,631 of debt into units.

Certain financings involved insiders and a major vendor and relied on exemptions from formal valuation and minority approval because values did not exceed 25% of market capitalization. Securities issued are subject to statutory hold periods.

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Positive

  • Completed convertible debenture financing of $1.5M
  • Closed $4.0M non-brokered unit financing to retire loans
  • Converted $12,508,057 vendor debt into equity units

Negative

  • Related‑party financings involved insiders, creating potential governance scrutiny
  • Issuance of units for debt may cause shareholder dilution
  • Company relied on exemptions due to transactions below 25% market cap

News Market Reaction – SEOVF

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In the Apr 24 session, SEOVF declined 1.00%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Toronto, Ontario and Boston, Massachusetts--(Newsfile Corp. - April 23, 2026) - Sernova Biotherapeutics (TSX: SVA) (OTC: SEOVF) (FSE: PSHO) (XETRA: PSHO) ("Sernova" or the "Company"), a leading regenerative medicine company focused on developing its Cell Pouch Bio-hybrid Organ as a functional cure for type 1 diabetes (T1D), today announced that it has completed the final closing of a series of previously disclosed financing transactions, following receipt of shareholder approval at the Company's annual general meeting held on April 8, 2026.

The financings include:

  • $1.5 million unsecured convertible debenture financing with an insider.
  • $4.0 million non-brokered unit financing with an insider, the proceeds of which were used to retire outstanding loan obligations.
  • Settlement of $192,574 of debt held by certain members of management in exchange for units of capital in the Company.
  • Settlement of $12,508,057 of debt held by a major vendor in exchange for units of capital in the Company.

Certain of the financings constitute "related party transactions" within the meaning of applicable securities laws, as insiders of the Company participated in the debt settlement and financings. The Company relied on applicable exemptions from formal valuation and minority shareholder approval requirements, as the fair market value of the transactions did not exceed 25% of the Company's market capitalization.

All securities issued in connection with the financings are subject to applicable statutory hold periods in accordance with securities laws.

ABOUT SERNOVA BIOTHERAPEUTICS

Sernova Biotherapeutics is a clinical-stage company developing regenerative medicine therapeutics combining its Cell Pouch with human donor cells or stem-cell derived islet-like clusters in collaboration with Evotec to create bio-hybrid organs to treat T1D. A bio-hybrid organ is comprised of non-biomaterials, such as the Cell Pouch, integrated with living tissues and blood vessels to provide oxygen and nutrients to contained cells to restore or enhance the function of a compromised organ.

FOR FURTHER INFORMATION ABOUT THE OPEN PRIVATE PLACEMENT PLEASE CONTACT:

David Burke
VP, Investor Relations
(917) 751-5713
Email: David.Burke@sernova.com
Website: https://sernova.com/

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

FORWARD-LOOKING INFORMATION

This press release contains forward-looking statements within the meaning of applicable Canadian securities laws. With respect to the forward-looking statements contained in this press release, Sernova has made numerous assumptions regarding, among other things: the company's ability to secure additional financing on reasonable terms, or at all; and the ability to conduct all required preclinical and clinical studies for the company's Cell Pouch, including the timing and results of those trials. A more complete discussion of the risks and uncertainties facing Sernova appears in Sernova's Annual Information Form for the year ended October 31, 2025, filed with Canadian securities authorities and available at www.sedarplus.ca, as updated by Sernova's continuous disclosure filings, which are available at www.sedarplus.ca. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and Sernova disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/294031

FAQ

What financings did Sernova (SEOVF) close on April 23, 2026?

Sernova closed a $1.5M convertible debenture, a $4.0M non-brokered unit financing, and two debt-for-equity settlements totaling approximately $12.7M. According to the company, these closings completed previously disclosed transactions following shareholder approval on April 8, 2026.

How much debt did Sernova convert to equity in the April 2026 financings?

Sernova converted about $12.7M of existing debt into units of capital as part of the closings. According to the company, $12,508,057 was vendor debt and $192,574 was management-held debt converted into equity units.

Did Sernova (SEOVF) use related‑party financings in the April 2026 transactions?

Yes. Insiders participated in a $1.5M convertible debenture and the $4.0M unit financing, classifying some transactions as related party. According to the company, applicable exemptions were relied upon because values did not exceed 25% of market capitalization.

Will securities from Sernova's closings be immediately tradable?

No. All securities issued in connection with the financings are subject to statutory hold periods under applicable securities laws. According to the company, holders must observe the prescribed hold periods before trading those units.

What purpose did the $4.0M non‑brokered financing serve for Sernova?

Proceeds from the $4.0M non‑brokered unit financing were used to retire outstanding loan obligations. According to the company, that financing was completed with insider participation and helped reduce the company's loan liabilities.