Theralase(R) Commences Non-Brokered Private Placement and Termination of Previously Announced Financing
Rhea-AI Summary
Theralase (OTCQB: TLTFF, TSXV: TLT) commenced a non-brokered private placement to raise up to CAD 2,000,000 by issuing Units at CAD 0.17 each. Each Unit includes one common share and one warrant exercisable at CAD 0.21 for 60 months. Proceeds are earmarked to fund the ongoing Phase II NMIBC clinical study and working capital. Closing is expected the week of December 15, 2025, subject to TSXV approval. Finder compensation: 7% cash of gross proceeds plus non-transferable finder warrants equal to 7% of Units, exercisable at CAD 0.17 for 60 months. The company also mutually terminated the previously announced LIFE financing with Research Capital.
Positive
- Planned raise of CAD 2,000,000
- Unit price set at CAD 0.17
- Warrants exercisable at CAD 0.21 for 60 months
- Proceeds allocated to Phase II NMIBC clinical study
Negative
- Potential dilution from up to 11.76 million Units
- Finder fee equals 7% cash plus 7% finder warrants
- Four-month hold period delays secondary trading liquidity
Toronto, Ontario--(Newsfile Corp. - December 12, 2025) - Theralase® Technologies Inc. (TSXV: TLT) (OTCQB: TLTFF) ("Theralase®" or the "Company"), a clinical stage pharmaceutical company pioneering light, radiation, sound and drug-activated therapeutics for the treatment of cancer, bacteria and viruses, has commenced a non-brokered private placement of units of the Company ("Units") to raise up to $CAN 2,000,000 ("Offering").
In the Offering, each Unit is priced at $CAN 0.17 and consists of one common share of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company ("Warrant Share") for a period of 60 months following the Closing Date (as defined herein) of the Offering at an exercise price of $CAN 0.21 per Warrant Share.
The Company plans to use the proceeds of the Offering to further the Phase II Non-Muscle Invasive Bladder Cancer ("NMIBC") clinical study currently underway and for working capital needs.
All securities issued under the Offering will be subject to a four months and one day hold period from the Closing Date under applicable Canadian and US securities laws.
The Offering is scheduled to close on or about the week of December 15, 2025 and is subject to the receipt of all necessary approvals, including the approval of the TSXV ("Closing Date").
The Offering is being made to accredited investor subscribers resident in each of the Provinces of Canada, pursuant to applicable private placement exemptions, in the United States or to, or for the account of, U.S. persons, on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A or Regulation D of the United States Securities Act of 1933, as amended or other available U.S. registration exemptions and offshore jurisdictions pursuant to relevant prospectus or registration exemptions in accordance with applicable laws.
The Company agrees to pay a finder's fee to eligible finders for subscribers, introduced by such finder, in connection with the non-brokered private placement, as follows: i) a cash commission equal to
No other fee or commission is payable by the Company in connection with the completion of the Private Placement.
The Company also announces that it has mutually terminated the recently announced brokered Listed Issuer Financing Exemption ("LIFE") financing with Research Capital Corporation.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act"), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirement is available. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful, including the United States.
About Theralase® Technologies Inc.
Theralase® is a clinical stage pharmaceutical company dedicated to the research and development of light, radiation, sound and drug-activated small molecule compounds and their associated formulations with a primary objective of efficacy and a secondary objective of safety in the destruction of various cancers, bacteria and viruses, with minimal impact on surrounding healthy tissue.
Additional information is available at https://theralase.com/ and www.sedarplus.ca
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains Forward-Looking Statements ("FLS") within the meaning of applicable Canadian securities laws. Such statements include; but, are not limited to statements regarding the Company's proposed development plans with respect to small molecules and their drug formulations. FLS may be identified by the use of the words "may, "should", "will", "anticipates", "believes", "plans", "expects", "estimate", "potential for" and similar expressions; including, statements related to the current expectations of the Company's management regarding future research, development and commercialization of the Company's small molecules; their drug formulations; preclinical research; clinical studies and regulatory approvals.
These statements involve significant risks, uncertainties and assumptions; including, the ability of the Company to fund and secure regulatory approvals to successfully complete various clinical studies in a timely fashion and implement its development plans. Other risks include: the ability of the Company to successfully commercialize its small molecule and drug formulations; access to sufficient capital to fund the Company's operations is available on terms that are commercially favorable to the Company or at all; the Company's small molecule and formulations are effective against the diseases tested in its clinical studies; the Company's ability to comply with the terms of license agreements with third parties and as a result does not lose the right to use key intellectual property in its business; the Company's ability to protect its intellectual property; the timing and success of submission, acceptance and approval of regulatory filings. Many of these factors that will determine actual results are beyond the Company's ability to control or predict.
Readers should not unduly rely on these FLS, which are not a guarantee of future performance. There can be no assurance that FLS will prove to be accurate as such FLS involve known and unknown risks, uncertainties and other factors which may cause actual results or future events to differ materially from the FLS.
Although the FLS contained in the press release are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these FLS.
All FLS are made as of the date hereof and are subject to change. Except as required by law, the Company assumes no obligation to update such FLS.
For investor information on the Company, please feel to reach out Investor Inquiries - Theralase Technologies.
For More Information:
1.866.THE.LASE (843.5273)
416.699.LASE (5273)
https://theralase.com/
Kristina Hachey, CPA
Chief Financial Officer X 224
khachey@theralase.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277932
FAQ
What is the size and price of Theralase's December 2025 private placement (TLTFF)?
What do Theralase Units include and what are the warrant terms (TLTFF)?
How will Theralase use proceeds from the private placement (TLTFF)?
When is the Theralase private placement expected to close and what approvals are needed (TLTFF)?
What finder fees will Theralase pay for the private placement (TLTFF)?
What happened to Theralase's previously announced LIFE financing with Research Capital (TLTFF)?
