VANCOUVER, British Columbia, June 06, 2025 (GLOBE NEWSWIRE) -- Rakovina Therapeutics Inc. (TSX-V: RKV) (FSE: 7JO) (“Rakovina” or the “Company”), a biopharmaceutical company advancing innovative cancer therapies through artificial intelligence (AI)-powered drug discovery, is pleased to announce the closing of its previously announced non-brokered private placement for gross proceeds of $4,905,150 - consisting of $3,555,150 of Units and $1,350,000 of Debenture Units (each as defined below).
The private placement consists of a combination of equity units (the “Units”) and convertible debenture units (the “Debenture Units”), issued at a price of $0.05 per Unit and $50,000 per Debenture Unit. Each Unit includes one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.10 for a period of 24 months following the date of issuance, subject to acceleration in certain scenarios and customary adjustments.
Each Debenture Unit is comprised of one unsecured convertible debenture (a “Debenture”) in the principal amount of $50,000 and 100,000 Common Share purchase warrants (the “Debenture Warrants”). Each Debenture Warrant will entitle the holder to purchase one additional Common Share at a price of $0.15 for a period of 24 months from issuance, subject to customary adjustments. The principal amount of each Debenture shall be repayable in 36 months from issuance (unless earlier converted or redeemed) and will accrue interest at a rate of 12% per annum. Until the principal amount is repaid, a Debenture holder shall have the option to convert the principal amount of the Debenture into Common Shares at a conversion price of $0.10 per Common Share, subject to customary adjustments, including adjustment upon completion of the proposed Consolidation (as defined below). Rakovina shall be entitled to redeem all or a portion of the principal amount of each Debenture at any time commencing 12 months after issuance of such Debenture, in cash and without premium.
In connection with the private placement, Rakovina paid cash finder’s fees to Canaccord Genuity Corp., Ventum Financial Corp., Haywood Securities Inc., and Leede Financial Inc., totaling $ $60,035.50, and issued 1,200,710 non-transferable finder’s warrants (each, a “Finder’s Warrant”). Each Finder’s Warrant entitles the holder to purchase one Common Share at $0.10 for a period of 24 months, subject to acceleration on the same terms as the Warrants.
Certain insiders of the Company subscribed for an aggregate of 14,700,000 Units for aggregate gross proceeds to the Company of $735,000. The issuance of such Units constitutes a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in special Transactions (“MI 61-101”) and Policy 5.9 by the TSX Venture Exchange (“TSXV”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 on the basis that neither the fair market value of the Units issued to interested parties (as defined in MI 61-101), nor the consideration received for those Units, exceeds 25% of the Company’s market capitalization. No new insiders were created, nor has there been a Change of Control (as defined in TSXV Policies) as a result of closing the private placement. The Company did not file a material change report more than 21 days before the closing date, as the details and amounts of insider participation was not finalized until shortly prior to the closing date. All securities issued in connection with the private placement are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
The Company previously announced it intends to implement a 10-for-1 share consolidation (the “Consolidation”) following closing of the private placement. The amounts set out above in respect of the private placement are all presented on a pre-Consolidation basis and will be adjusted following closing of the private placement upon completion of the Consolidation.
The private placement and Consolidation are subject to final acceptance by the TSXV.
“We’re pleased with the strong support from both existing and new shareholders,” said Jeff Bacha, Executive Chairman of Rakovina Therapeutics. “This financing is a pivotal step in Rakovina’s evolution. It not only provides the capital to advance our development plans but also strengthens our position as we align with prospective partners and U.S. investors for the next phase of growth.”
Use of Proceeds
Proceeds from the financing are intended to support Rakovina Therapeutics’ growth across multiple fronts, including the continued integration of its proprietary next-generation AI-driven drug discovery tools, and the efforts to expand visibility among institutional investors in U.S. and global capital markets.
IR and Marketing Collaborations
Rakovina also announces the continued engagement of Fairfax Partners Inc. (“Fairfax”) as its Investor Relations (“IR”) partner and a new engagement of Machai Capital Inc. (“Machai”) to provide corporate communication services.
Fairfax will implement a comprehensive three-month IR program which will continue to build on Rakovina’s market presence with a goal to increase its investor base. The program, which includes an option to renew, focuses on complementing traditional IR efforts with targeted online marketing campaigns, activation of a robust social media influencer network, and collaboration with external consultants and global wealth management channels. Under the terms of the agreement, Fairfax will receive an initial fee of $250,000 (plus GST), payable upon execution of the agreement. This amount will cover the first three months of marketing execution, with Fairfax retaining a 20% service fee on all marketing funds allocated. At its sole discretion, the Company may allocate up to an additional $200,000 to extend the campaign for an additional three-month term.
Machai Capital will utilize its expertise in branding, content and data optimization, search engine optimization, search engine marketing, lead generation, digital marketing, social media marketing, email marketing, and brand marketing to enhance the Company’s marketing campaigns and increase awareness of the Company. The Company will provide Machai Capital with a marketing budget of $250,000 (plus GST), payable upon entry into the agreement. As of the date hereof, the directors and officers of Machai Capital do not own any securities of the Company. Machai Capital and its principals have an arm’s length relationship with the Company.
About Machai Capital
Machai Capital provides services in branding, content and data optimization, search engine optimization, search engine marketing, lead generation, digital marketing, social media marketing, email marketing, and brand marketing to enhance its client marketing campaigns and awareness. Machai Capital’s head office is located in Vancouver, British Columbia.
About Rakovina Therapeutics Inc.
Rakovina Therapeutics is a biopharmaceutical research company focused on the development of innovative cancer treatments. Our work is based on unique technologies for targeting the DNA-damage response powered by Artificial Intelligence (AI) using the proprietary Deep-Docking™ and Enki™ platforms. By using AI, we can review and optimize drug candidates at a much greater pace than ever before.
The Company has established a pipeline of distinctive DNA-damage response inhibitors with the goal of advancing one or more drug candidates into human clinical trials in collaboration with pharmaceutical partners.
Further information may be found at www.rakovinatherapeutics.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This release includes forward-looking statements regarding the company and its respective business, which may include, but is not limited to, statements with respect to the proposed Consolidation, the use of proceeds from the private placement, the business plan of the company, the Company’s growth across multiple fronts and other prospective statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “is expected,” “expects,” “scheduled,” “intends,” “contemplates,” “anticipates,” “believes,” “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events, or results “may,” “could,” “would,” “might,” or “will” be taken, occur, or be achieved. Such statements are based on the current expectations of the management of the company. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the medical device industry, economic factors, regulatory factors, the equity markets generally, and risks associated with growth and competition.
Although the company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, or results to differ from those anticipated, estimated, or intended. No forward-looking statement can be guaranteed, except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made, and the company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The reader is referred to the company’s most recent filings on SEDAR+ for a more complete discussion of all applicable risk factors and their potential effects, copies of which may be accessed through the company’s profile page at www.sedar.com.
