Sernova Biotherapeutics Announces Warrant Amendments

Rhea-AI Summary

Sernova (OTC: SEOVF) announced proposed amendments to outstanding warrants, subject to TSX approval, effective March 6, 2026.

The company will extend 19,977,050 non‑insider warrants (originally expiring March 3, 2026) to March 3, 2027, and will amend terms of 5,571,250 October–November 2025 warrants and finders warrants by reducing the exercise price to $0.25 and adding an acceleration clause tied to a 5‑day VWAP > $0.50. Insiders' warrants will not be amended.

Positive

• Extension of 19,977,050 non‑insider warrants to March 3, 2027
• Amendments take effect on March 6, 2026, providing clarity on timing

Negative

• Exercise price reduced to $0.25 for 5,571,250 October–November 2025 and finders warrants
• Warrants will be non‑exercisable on March 4–5, 2026 for extended series

Toronto, Ontario and Boston, Massachusetts--(Newsfile Corp. - February 20, 2026) - Sernova Biotherapeutics (TSX: SVA) (OTC: SEOVF) (FSE: PSH0) ("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, subject to approval from the TSX, the Company intends to amend some of its outstanding warrants.

The Company issued 20,852,100 warrants pursuant to a private placement unit offering on September 3, 2024 that are governed by a Warrant Indenture and expire on March 3, 2026. The Company also issued 404,950 warrants to finders in connection with the private placement that also expire on March 3, 2026. All of these warrants have an exercise price of $0.30 and are subject to accelerated expiry by the Company if the 20 day volume-weighted average trading price exceeds $0.50. The proposed amendment will extend the expiry date by one year to March 3, 2027 for all warrants not held by insiders of the Company for a total of 19,977,050 common share purchase warrants.

The Company also issued 5,466,250 warrants to investors pursuant to a private placement unit offering in October and November 2025 and 105,000 finders warrants. These warrants have an exercise price of $0.40 and a term of 3 years. The proposed amendment will amend the exercise price to $0.25 and include a provision to allow the Company to accelerate the expiry date if the 5 day volume-weighted average trading price exceeds $0.50.

No warrants held by insiders of the Company will be amended. Both amendments will come into effect on March 6, 2026 and the warrants extended to March 3, 2027 will not be exercisable on March 4 or March 5, 2026.

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 to restore or enhance the function of a compromised organ. This innovative approach aims to deliver a potentially revolutionary treatment for patients with chronic diseases, initially focusing on T1D and thyroid disorders.

FOR FURTHER INFORMATION, 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 release contains statements that, to the extent they are not recitations of historical facts, may constitute "forward-looking statements" that involve various risks, uncertainties, and assumptions, including, without limitation, statements regarding the prospects, plans, and objectives of the company. Wherever possible, but not always, words such as "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential for" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur are used to identify forward-looking statements. These statements reflect management's beliefs with respect to future events and are based on information currently available to management on the date such statements were made. Many factors could cause Sernova's actual results, performances or achievements to not be as anticipated, estimated or intended or to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors could include, but are not limited to, the company's ability to timely obtain necessary approvals, including TSX acceptance, to extend and reprice the warrants. Investors should consult the company's quarterly and annual filings available on www.sedarplus.ca for additional information on risks and uncertainties relating to the forward-looking statements. Sernova expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284639

FAQ

What warrants will Sernova (SEOVF) extend and to which date?

Sernova will extend 19,977,050 non‑insider warrants to March 3, 2027. According to the company, those warrants originally expired on March 3, 2026 and the extension takes effect March 6, 2026.

Which warrants will have their exercise price changed for Sernova (SEOVF)?

The company will amend 5,466,250 investor warrants plus 105,000 finders warrants to an exercise price of $0.25. According to the company, these were issued in October–November 2025 with a prior exercise price of $0.40.

When do the proposed Sernova (SEOVF) warrant amendments become effective?

Both warrant amendments become effective on March 6, 2026. According to the company, warrants extended to March 3, 2027 will not be exercisable on March 4 or March 5, 2026.

Will insider‑held warrants for Sernova (SEOVF) be changed by the amendment?

No, warrants held by insiders will not be amended. According to the company, only non‑insider warrants are included in the proposed extensions and exercise‑price changes.

What acceleration triggers apply after the Sernova (SEOVF) warrant amendments?

Amended warrants include an acceleration clause tied to a 5‑day VWAP > $0.50; original warrants had a 20‑day VWAP > $0.50 trigger. According to the company, the acceleration provision differs by warrant series after amendment.