Micromem Technologies (OTCQB: MMTIF) closes C$235K unit private placement financing

Rhea-AI Filing Summary

Micromem Technologies Inc. closed a non-brokered private placement, raising gross proceeds of approximately C$235,000. The company issued 9,400,000 units at C$0.025 per unit, with each unit consisting of one common share and one warrant exercisable at C$0.05 per share for two years.

A total of 9,400,000 common shares and 9,400,000 warrants were issued, and all securities are subject to a four-month hold period. No insiders participated; all subscribers are at arm’s length. Micromem plans to use the net proceeds for working capital. Shares issued total 649,099,645.

Key Figures

Private placement proceeds: C$235,000 gross Units issued: 9,400,000 units Unit price: C$0.025 per unit +5 more

8 metrics

Private placement proceeds C$235,000 gross Non-brokered private placement

Units issued 9,400,000 units Private placement at C$0.025 per unit

Unit price C$0.025 per unit Private placement terms

Warrant exercise price C$0.05 per share Warrants exercisable for two years

Warrants issued 9,400,000 warrants One warrant per unit

Shares issued outstanding 649,099,645 shares Total shares issued

Hold period Four months All securities from private placement

Warrant term Two years From issuance date

Key Terms

non-brokered private placement, warrant, four-month hold period, working capital, +2 more

6 terms

non-brokered private placement financial

"Micromem announces closing of its non-brokered private placement (the "Private Placement")"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

warrant financial

"each unit being comprised of one common share and one warrant exercisable at C$0.05 per share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

four-month hold period regulatory

"all securities being subject to a four-month hold period"

working capital financial

"Micromem intends to use the net proceeds raised through the Private Placement for working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

forward-looking statements regulatory

"This press release contains forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Safe Harbor Statement regulatory

"Safe Harbor Statement This press release contains forward-looking statements"

A safe harbor statement is a disclaimer that companies include in their public disclosures to limit legal liability if future results differ from what was forecasted or expected. It acts like a protective shield, helping companies avoid lawsuits if their predictions don’t come true, and gives investors a clearer understanding that certain statements are forward-looking and involve risks.

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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

June 2026

Commission File Number 0-26005

MICROMEM TECHNOLOGIES INC.

121 Richmond Street West, Suite 602, Toronto, ON M5H 2K1

[Indicate by checkmark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]

Form 20-F [X]     Form 40-F [  ]

             [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]

Yes [  ]     No [X] 

[If "Yes" is marked, indicate below the file number assigned to the registrant in connection with rule 12g3-2(b):        N/A

This report on Form 6-K is hereby incorporated by reference in the registration statement on Form F-3 (Registration No. 333-134309) of Micromem Technologies Inc. and in the prospectus contained therein, and this report on Form 6-K shall be deemed a part of such registration statement from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by Micromem Technologies Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934.

SIGNATURES    

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MICROMEM TECHNOLOGIES INC.
	By:       /s/ Joseph Fuda
Date: June 18, 2026	Name: Joseph Fuda
	Title:   Chief Executive Officer

Exhibit Index

Exhibit		Description
99.1		News Release dated June 18, 2026

FOR IMMEDIATE RELEASE June 18, 2026

Micromem Closes Private Placement

Toronto, Ontario and New York, New York, June 18, 2026 - Micromem Technologies Inc. ("Micromem" or the "Company") (CSE: MRM, OTCQB: MMTIF) announces closing of its non-brokered private placement (the "Private Placement") previously announced in its news release issued on June 9, 2026. Micromem raised gross proceeds of approximately C$235,000 by placing a total of 9,400,000 units at a price of C$0.025 per unit, each unit being comprised of one common share and one warrant exercisable at C$0.05 per share for a period of two years following the issuance date. A total of 9,400,000 common shares and 9,400,000 warrants were issued in this Private Placement, will all securities being subject to a four-month hold period. No insiders participated in this Private Placement and all subscribers are at arm's length. 

Micromem intends to use the net proceeds raised through the Private Placement for working capital. Closing of the Private Placement is subject to certain conditions, including compliance with post-closing requirements of the Canadian Securities Exchange (CSE).

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Micromem.

Micromem Technologies Inc. and its subsidiaries, a publicly traded (OTCQB: MMTIF, CSE: MRM), company analyzes specific industry sectors to create intelligent game-changing applications that address unmet market needs. By leveraging its expertise and experience with sophisticated sensor applications, the Company successfully powers the development and implementation of innovative solutions for oil & gas, utilities, automotive, healthcare, government, information technology, manufacturing and other industries. Visit www.micromeminc.com.

Safe Harbor Statement

This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company's actual results to differ materially from those projected in such forward-looking statements. In particular, factors that could cause actual results to differ materially from those in forward looking statements include: our inability to obtain additional financing on acceptable terms; risk that our products and services will not gain widespread market acceptance; continued consumer adoption of digital technology; inability to compete with others who provide comparable products; the failure of our technology; the infringement of our technology with proprietary rights of third parties; inability to respond to consumer and technological demands; inability to replace significant customers; seasonal nature of our business; and other risks detailed in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made and are not guarantees of future performance. We undertake no obligation to publicly update or revise any forward-looking statements. When used in this document, the words "believe," "expect," "anticipate," "estimate," "project," "plan," "should," "intend," "may," "will," "would," "potential," and similar expressions may be used to identify forward-looking statements.

The CSE or any other securities regulatory authority has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release that has been prepared by management.

###

Listing: OTCQB - Symbol: MMTIF
CSE - Symbol: MRM

Shares issued: 649,099,645

SEC File No: 0-26005

Investor Contact:  info@micromeminc.com; Tel. 416-364-2023 Subscribe to receive News Releases by Email on our website's home page.  www.micromeminc.com

FAQ

What did Micromem Technologies Inc. (MMTIF) announce in this 6-K?

Micromem Technologies Inc. announced the closing of a non-brokered private placement. The company issued 9,400,000 units and raised gross proceeds of approximately C$235,000, with each unit including one common share and one warrant exercisable over two years.

How much capital did Micromem (MMTIF) raise and on what terms?

Micromem raised gross proceeds of approximately C$235,000 by placing 9,400,000 units at C$0.025 per unit. Each unit contains one common share and one warrant exercisable at C$0.05 per share for a period of two years following the issuance date.

What securities were issued in Micromem’s June 2026 private placement?

Micromem issued 9,400,000 common shares and 9,400,000 warrants through the private placement. Each warrant is exercisable at C$0.05 per share for two years, and all securities are subject to a four-month hold period under applicable securities regulations.

How will Micromem Technologies (MMTIF) use the private placement proceeds?

Micromem intends to use the net proceeds from the approximately C$235,000 private placement for working capital. Working capital generally funds day-to-day operations, helping cover expenses such as payroll, suppliers, and ongoing project development across the company’s targeted industries.

Did insiders participate in Micromem’s June 2026 private placement?

No insiders participated in the private placement; all subscribers are described as at arm’s length. This means the investors have no insider relationship with the company, which can signal an external source of funding rather than insider-led financing.

Are Micromem’s new securities freely tradable in the United States?

The securities issued have not been, and will not be, registered under the U.S. Securities Act of 1933 or state laws. They may not be offered or sold within the United States except in compliance with registration requirements or applicable exemptions from those requirements.

How many Micromem (MMTIF) shares are issued after this transaction?

The document states that Micromem has 649,099,645 shares issued. This figure provides context for the company’s overall equity base relative to the 9,400,000 new common shares issued in the private placement completed on June 18, 2026.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 6.4 KB