Rapid Dose Completes Extension To Promissory Notes
The Financing was an offering of units (the " Units ") at a price of $1.00 per Unit. Each Unit consisted of $1.00 principal amount of Notes convertible at $0.17 per share and five common share purchase warrants of the Company with an exercise price of between $0.14 and $0.17 per share and an expiry date of November 30, 2025. The Company closed all four tranches of the Financing between July 2023 and December 2023, issuing an aggregate of $3,134,445 principal amount of Notes and 15,672,225 warrants.
Specifically, noteholders holding an aggregate of $3,084,445 of Notes agreed to extend the maturity date on its Notes to November 30, 2026, and extend the expiry date on their accompanying common share purchase warrants of the Company (the " Warrants ") to November 30, 2026 with an exercise price of $0.16; and such noteholders accordingly received an extension fee of 5%, payable in common shares (" Common Shares ") at a price of $0.16 per share (collectively, the " Extension "). A noteholder holding $50,000 of Notes did not agree to the Extension and had their principal repaid in cash.
Pursuant to the Extension, the Notes bear interest at 18% per annum (an increase from 12% per annum), calculated and compounded monthly, and added to principal and shall otherwise continue to be paid in accordance with the original terms of the Notes. That is, interest shall be payable quarterly in arrears in Common Shares at a price per share equal to the closing market price of the Common Shares on the Canadian Securities Exchange (the " CSE ") on the last trading day of each calendar quarter. The conversion price of the Notes will remain at $0.17 per share. The Company will be permitted to prepay the Notes on 10 days' advance notice without notice or bonus.
In accordance with the terms of the Notes, the Company issued Common Shares in satisfaction of the accrued and unpaid interest on the Notes for all Noteholders, due on the initial maturity date of November 30, 2025. Therefore, the Company issued 1,356,758 Common Shares at the closing market price of the Common Shares on the CSE on November 28, 2025 (the last trading day of the month), being $0.16, in satisfaction of the aggregate of $62,860.65 of accrued interest owing on the Notes at such time.
All securities issued pursuant to the Extension as well as for payment of the accrued interest are subject to a hold period expiring four months and one day from the date of issue of such securities.
Certain insiders of the Company held an aggregate of $1,696,371 of Notes and 8,481,855 Warrants and participated in the Extension and received an aggregate of 530,115 Extension fee shares. Mark Upsdell, Chief Executive Officer and a director of the Company, held $500,000 of Notes and 2,500,000 Warrants; John McKimm (via his holding company, Madison Partners Corporation), a director of the Company, held $346,371 of Notes and 1,731,855 Warrants; Christine Hrudka, a director of the Company, held $50,000 of Notes and 250,000 Warrants; and Angela O'Leary, a director of the Company, held $800,000 of Notes and 4,000,000 Warrants. Therefore, the Extension is a related party transaction within the meaning of Multilateral Instrument 61-101 (" MI 61-101 "). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(b) (Company is listed on the Canadian Securities Exchange) and Section 5.7(1)(a) (fair market value of the Extension insofar as it involves related parties does not exceed 25% of the Company's market capitalization) in respect of such transaction. A resolution of the board of directors of the Company was passed to approve the Extension. The Company did not file a material change report more than 21 days before the expected closing of the Extension, which it considers reasonable in the circumstances, as the participation in the transaction by a related party of the Company was not definitive until shortly prior to the closing of the Extension and the Company needed to complete the transaction expeditiously.
About Rapid Dose Therapeutics Corp.
Rapid Dose Therapeutics is a Canadian biotechnology company revolutionizing drug delivery through innovation. The Company's flagship product QuickStripTM is a thin, orally dissolvable film, that can be infused with an infinite list of active ingredients, including nutraceuticals, pharmaceuticals and vaccines, that are delivered quickly into the bloodstream, resulting in rapid onset of the active ingredient. For more information about the Company, visit .
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