Marvel Biosciences Launches Private Placement Offering for Up to $3 Million

Marvel Biosciences Corp., a Calgary-based pre-clinical stage pharmaceutical development biotechnology company, has announced a non-brokered private placement offering for up to $3 million. The company intends to issue units at a price of $0.15 per unit, with a minimum of 10 million units for gross proceeds of $1.5 million, and a maximum of 20 million units for gross proceeds of up to $3 million.

Each unit will consist of one common share and one common share purchase warrant. The warrants will entitle the holder to purchase one additional common share at a price of $0.20 per share, commencing on the sixty-first day after the closing date of the offering. If, at any time after the sixty-first day, the volume-weighted average trading price of the common shares on the TSX Venture Exchange (TSXV) is at least $0.25 per share for a period of five consecutive trading days, the expiry date of the warrants may be accelerated to a date not less than thirty days after the date of such acceleration.

The net proceeds from the offering will be used to pay a deposit for phase 1 clinical trials for the company's lead compound, MB-204, as well as for general and administrative expenses and general working capital. The closing of the offering may occur in one or more tranches, with the first expected to close on or about September 30, 2026. The offering is subject to receipt of all regulatory approvals, including approval of the TSXV. Marvel Biosciences has received an extension from the TSXV to file its final closing materials until September 30, 2026.

For further details about the offering, prospective investors should refer to the offering document available on the company's profile at www.sedarplus.ca and at marvelbiotechnology.com. The offering is being made to purchasers resident in all provinces of Canada and certain foreign jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions. The units offered under this exemption will not be subject to a hold period.

Marvel Biosciences will pay a finder's fee equal to up to 7% of the gross proceeds raised from those investors introduced by the finder to the offering, payable in cash and finder's warrants. Each finder's warrant will be exercisable to acquire one common share at a price of $0.20 per share, commencing on the sixty-first day after the closing date. If, at any time after the sixty-first day, the volume-weighted average trading price of the common shares on the TSXV is at least $0.25 per share for a period of five consecutive trading days, the expiry date of the finder's warrants may be accelerated to a date not less than thirty days after the date of such acceleration. It is estimated that the company will issue up to 700,000 common shares upon the exercise of finder's warrants assuming the minimum offering and 1,400,000 common shares upon the exercise of finder's warrants assuming the maximum offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States or to U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

To view the source version of this press release, please visit www.newsfilecorp.com/release/314823 Source: Marvel Biosciences Corp.