Medicenna Therapeutics (OTCQX: MDNAF) files Form D for unit offering

Rhea-AI Filing Summary

Medicenna Therapeutics Corp., a Canadian biotechnology company, is conducting a U.S. private offering of units under Rule 506(b) of Regulation D. Each unit consists of one common share and one-half of a common share purchase warrant; each whole warrant allows purchase of one share at an exercise price of C$0.65 for three years following May 28, 2026.

The company reports $253,458 USD in securities sold, with an additional $2,089,942 USD potentially payable to Medicenna if U.S. investors exercise the warrants. No finders' fees are being paid, and proceeds may be used in the ordinary course, including salaries for certain executive officers and directors.

Key Figures

Total Amount Sold: $253,458 USD Total Remaining to be Sold: $2,089,942 USD Warrant Exercise Price: C$0.65 per Share +2 more

5 metrics

Total Amount Sold $253,458 USD Securities sold in the exempt U.S. offering

Total Remaining to be Sold $2,089,942 USD Additional proceeds possible if U.S. warrants are exercised

Warrant Exercise Price C$0.65 per Share Exercise price for each common share purchase warrant

FX Rate Used C$1.3809 = US$1.00 Bank of Canada average rate of exchange on May 28, 2026

Finders' Fees $0 USD Finders' fees paid in connection with the offering

Key Terms

Regulation D, Rule 506(b), covered securities, Investment Company Act of 1940, +1 more

5 terms

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Rule 506(b) is selected as the federal exemption claimed"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

Investment Company Act of 1940 regulatory

"founded, directly or indirectly, upon the provisions of the Investment Company Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

National Securities Markets Improvement Act of 1996 regulatory

"limits Section 102(a) of the National Securities Markets Improvement Act of 1996"

A federal law that harmonizes and simplifies securities regulation by reducing conflicting state rules and giving the U.S. Securities and Exchange Commission primary authority over many aspects of securities offerings and investment adviser registration. Think of it as replacing a patchwork of local traffic laws with one consistent highway code — it lowers compliance costs and makes transactions more predictable, while investors should watch how it balances streamlined markets against the level of state-level protections.

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Available on EDGAR 07/15/2026 - 11:19 AM Accepted by SEC EDGAR 07/06/2026 - 04:35 PM Learn about SEC filing dates

FAQ

What type of U.S. offering is Medicenna Therapeutics Corp. (MDNAF) conducting?

Medicenna Therapeutics Corp. is conducting a U.S. private securities offering under Rule 506(b) of Regulation D. The offering consists of units sold to investors in an exempt transaction, avoiding SEC registration while still complying with U.S. securities laws for private placements.

How much has Medicenna Therapeutics (MDNAF) sold in this Form D offering?

Medicenna reports total securities sold of $253,458 USD in its exempt U.S. offering. The filing also notes up to $2,089,942 USD in additional proceeds may be received if common share purchase warrants sold in the U.S. are exercised.

What are the unit and warrant terms in Medicenna Therapeutics (MDNAF)’s offering?

Each unit comprises one common share and one-half of one common share purchase warrant. Each whole warrant lets the holder buy one additional share at an exercise price of C$0.65 per share for three years following May 28, 2026.

Under which exemption is Medicenna Therapeutics (MDNAF) relying for this sale?

The company is relying on Rule 506(b) under Regulation D as its federal exemption. This rule permits certain private offerings to accredited and limited other investors without full SEC registration, subject to specific investor and disclosure requirements.

Will any proceeds from Medicenna Therapeutics (MDNAF)’s offering go to executives?

The company states that, in the ordinary course of business, some offering proceeds may be used to pay salaries to certain executive officers and directors. This is framed as routine compensation rather than a special payment tied uniquely to the financing.

Did Medicenna Therapeutics (MDNAF) pay any finders’ fees on this Form D offering?

The filing reports $0 USD in finders’ fees for the offering. This indicates that no separate finder compensation was paid in connection with raising the funds disclosed in the Form D notice filed with U.S. regulators.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001807983

A2 Acquisition Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Medicenna Therapeutics Corp.

Jurisdiction of Incorporation/Organization

CANADA (FEDERAL LEVEL)

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Medicenna Therapeutics Corp.
Street Address 1		Street Address 2
2 BLOOR STREET W		SUITE 903
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
TORONTO	ONTARIO, CANADA	M4W 3E2	604-671-6673

3. Related Persons

Last Name	First Name	Middle Name
Merchant	Fahar
Street Address 1	Street Address 2
2 Bloor Street W.	Suite 903
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4W 3E2

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hyman	David
Street Address 1	Street Address 2
2 Bloor Street W.	Suite 903
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4W 3E2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ibrahim	Nageatte
Street Address 1	Street Address 2
2 Bloor Street W.	Suite 903
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4W 3E2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Merchant	Rosemina
Street Address 1	Street Address 2
2 Bloor Street W.	Suite 903
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4W 3E2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Beraldo	Albert	G.
Street Address 1	Street Address 2
2 Bloor Street W.	Suite 903
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4W 3E2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Geltosky	John
Street Address 1	Street Address 2
2 Bloor Street W.	Suite 903
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4W 3E2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lalji	Karim
Street Address 1	Street Address 2
2 Bloor Street W.	Suite 903
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4W 3E2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sutin	Richard
Street Address 1	Street Address 2
2 Bloor Street W.	Suite 903
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4W 3E2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Georgakis	Angelos
Street Address 1	Street Address 2
2 Bloor Street W.	Suite 903
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4W 3E2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-05-28				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Each Unit is comprised of 1 common share and 1/2 of 1 common share purchase warrant. Each Warrant entitles the holder thereof to purchase one additional Share at an exercise price of CDN$0.65 per Share for a period of 3 years following May 28, 2026.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$2,343,400	USD	or Indefinite
Total Amount Sold	$253,458	USD
Total Remaining to be Sold	$2,089,942	USD	or Indefinite

Clarification of Response (if Necessary):

The additional $2,089,942 may be received upon the exercise of common share purchase warrants if exercised in the U.S. U.S. dollar amounts based on the Bank of Canada average rate of exchange reported on May 28, 2026, which was CDN$1.3809 =US$1.00.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

In the ordinary course of business, the issuer may use some of the proceeds of the offering to pay salaries to certain of its executive officers and directors.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Medicenna Therapeutics Corp.	/s/ David Hyman	David Hyman	Chief Financial Officer	2026-07-06

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.