Steven Sangha Announces Voting and Support Agreement for Sernova Biotherapeutics Inc.'s Proposed Business Combination with Seraxis Holdings, Inc.
A major Sernova shareholder commits his sizeable stake to support Seraxis’s proposed all-securities acquisition, with detailed share-exchange ratios disclosed.
Rhea-AI Summary
Sernova Biotherapeutics (SEOVF) investor Dr. Steven Sangha has entered into a voting and support agreement with Seraxis Holdings for Seraxis’s proposed acquisition of all Sernova securities under an arrangement agreement dated September 7, 2026.
Each outstanding Sernova common share is to be exchanged for 0.0112746082 Seraxis common shares, while Sernova shares issued on conversion of subscription receipts from an upcoming private placement are to be exchanged for 0.0132400349 Seraxis common shares, both subject to adjustment. Under the agreement, Dr. Sangha will vote all of his current and future voting Sernova securities in favour of the proposed or any defined alternative transaction and will restrict dispositions of these securities.
He beneficially owns or controls 39,703,667 Sernova shares, 53,575,759 warrants, $2,900,000 of convertible debentures (convertible into 17,909,092 shares), and 2,540,237 options, representing about 10.5% of Sernova’s outstanding shares on a non-diluted basis and about 30.0% on a partially diluted basis.
Positive
- Support from 10.5% shareholder via binding voting agreement for the proposed transaction
- Approximately 30.0% partially diluted stake aligned to vote in favour of the deal
- Defined exchange ratios of 0.0112746082 and 0.0132400349 Seraxis shares per Sernova share provide clarity to holders
Negative
- None.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Toronto, Ontario--(Newsfile Corp. - September 11, 2026) - Steven Sangha announces he has entered into a voting and support agreement ("Voting Agreement") with Seraxis Holdings, Inc. ("Seraxis") in connection with Seraxis's proposal ("Proposed Transaction") to acquire all of the securities of Sernova Biotherapeutics Inc. ("Sernova") pursuant to an arrangement agreement dated September 7, 2026 between Seraxis and Sernova ("Arrangement Agreement").
Pursuant to the Arrangement Agreement, holders of Sernova securities will receive Seraxis securities based on the applicable exchange ratio, with each outstanding Sernova common share ("Sernova Share") being exchanged for 0.0112746082 of a Seraxis common share, and each Sernova Share issued upon conversion of Sernova subscription receipts offered pursuant to the upcoming private placement financing being exchanged for 0.0132400349 of a Seraxis common share, subject to adjustment in certain circumstances.
Pursuant to the Voting Agreement, Dr. Sangha has agreed, among other things, to (i) vote all of his Sernova securities and any Sernova securities thereafter acquired (that are entitled to vote) in favour of the approval of the Proposed Transaction (or if applicable, the "Alternative Transaction" as defined therein), and (ii) restrict any disposition of his Sernova securities.
Dr. Sangha beneficially owns and controls (i) 39,703,667 common shares of Sernova (Sernova Shares), (ii) 53,575,759 Sernova Share purchase warrants, (iii)
Dr. Sangha holds the Sernova securities for investment purposes and to support the Proposed Transaction. If the Voting Agreement is terminated, Dr. Sangha may acquire additional securities of Sernova or sell Sernova securities in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Sernova is located at PO Box 29592 RPO Central Parkway, Mississauga, Ontario, L5A 4H2. A copy of Dr. Sangha's early warning report will appear on Sernova's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by calling David Burke at 917-751-5713.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314074
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What exchange ratios will apply to Sernova securities in the proposed Seraxis acquisition?
Under the arrangement agreement, each existing Sernova common share is expected to be exchanged for 0.0112746082 of a Seraxis common share. Each Sernova share issued upon conversion of subscription receipts from the upcoming private placement financing is expected to be exchanged for 0.0132400349 of a Seraxis common share. Both ratios are subject to adjustment in certain circumstances.
What commitments has Dr. Steven Sangha made under the voting and support agreement?
Dr. Sangha has agreed to vote all of his current and subsequently acquired voting Sernova securities in favour of approving the proposed transaction, or if applicable, an alternative transaction defined in the agreement. He has also agreed to restrict any disposition of his Sernova securities, as set out in the voting and support agreement.
How large is Dr. Sangha’s current economic interest in Sernova?
Dr. Sangha beneficially owns or controls 39,703,667 Sernova common shares, 53,575,759 Sernova share purchase warrants, $2,900,000 principal amount of Sernova convertible debentures (convertible into 17,909,092 Sernova shares), and 2,540,237 options to acquire Sernova shares. This represents about 10.5% of outstanding Sernova shares on a non-diluted basis and about 30.0% on a partially diluted basis, assuming exercise of the warrants and vested options.
What are the conversion limits on Dr. Sangha’s Sernova convertible debentures?
Each of Dr. Sangha’s Sernova convertible debentures is subject to 9.99% or 19.99% “blocker” limits on conversion. As a result, he is currently restricted from converting the full principal amount of these debentures into Sernova shares.