Molecule Holdings Announces Debt Restructuring and Private Placement

On August 31, 2026, Molecule Holdings Inc. (CSE: MLCL), a Canadian craft-focused cannabis beverage company, announced a significant restructuring of its outstanding secured debt and a private placement financing plan. The company has taken steps to address long-standing financial issues, particularly concerning the timely filing of its financial reports.

In a statement issued by the company, the Ontario Securities Commission (OSC) issued an order on August 28, 2026, partially revoking a previous cease trade order (FFCTO) related to the company’s failure to file its annual financial statements for the year ended October 31, 2023. This order, known as the Partial Revocation Order, allows Molecule to proceed with a series of transactions designed to restructure its debt and raise additional capital.

According to the company, the Secured Debt Restructuring involves settling certain outstanding interest and penalties into common shares, amending the terms of the remaining debt, and conducting a private placement financing. The Secured Debt, with a total principal amount of $2,503,489.68, consists of convertible secured debentures and a secured note, both bearing interest rates between 8-12%.

Under the Secured Debt Settlement, Molecule plans to issue common shares to holders of the Secured Debt to settle the outstanding interest and penalties. The settlement will issue common shares at a deemed price of $0.015 per share. The settlement amount will cover principal, accrued interest, and a 10% penalty, subject to a beneficial ownership limitation to prevent any single holder from owning more than 9.99% of the outstanding shares post-settlement.

Simultaneously, Molecule will enter into amending agreements with the holders of the Secured Debt to adjust the terms of the principal amount of the debt that was not settled in the initial transaction. The amended debt is expected to be represented by $1,350,000 in senior debentures, $359,000 in junior debentures, and $250,000 in a note. These amended debts will carry a 12% interest rate and will mature in three years, with interest payable in cash or common shares.

To raise additional capital, Molecule is also planning a private placement of up to 30 million units, each consisting of one common share and one warrant. The warrants will allow holders to purchase one common share at $0.05 per share for five years. Proceeds from the private placement will be used to cover the costs of preparing and filing the required financial disclosure documents to fully revoke the cease trade order and support other operational needs.

Andre Audet, Chairman and Co-Founder of Molecule Holdings, stated, "We are taking proactive steps to address our financial challenges and ensure the long-term sustainability of our business. The restructuring and financing will provide us with the necessary resources to grow and compete in the cannabis beverage market."

However, the company acknowledges that the process is complex and subject to various conditions. The Partial Revocation Order is valid for 90 days, after which the company must complete both the restructuring and the private placement financing. There are no guarantees that the transactions will be completed within this timeframe.

Both the Secured Debt Restructuring and the Proposed Financing are subject to regulatory approval and the satisfaction of certain conditions. Molecule plans to use the proceeds from the financing to fund the preparation of required financial disclosure, service the amended secured debt, and manage the growth of the business.