Toronto, Ontario--(Newsfile Corp. - July 22, 2025) - Cybeats Technologies Corp. (CSE: CYBT) ("Cybeats" or the "Company"), a leading provider of software supply-chain security, is pleased to announce that it has entered into an agreement with Beacon Securities Limited (the "Agent"), acting as the sole agent, who has agreed to sell, on a "best efforts" private placement basis (the "Offering"), a minimum of 30,000,000 units of the Company (each, a "Unit") at a price of $0.10 per Unit (the "Issue Price"), for minimum gross proceeds of $3,000,000 (the "Minimum Offering") and maximum gross proceeds equal to the maximum amount that may be issued pursuant to the Listed Issuer Financing Exemption, as defined below.
The Units will be issued pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"). Each Unit will consist of one common share in the capital of the Company (each, a "Unit Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant") of the Company. Each Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (each, a "Warrant Share") at a price of $0.15 per Warrant Share for a period of 24 months from the Closing Date (as defined herein).
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units will be offered for sale to purchasers' resident in each of the provinces of Canada, except Québec, pursuant to the Listed Issuer Financing Exemption, and in other qualifying jurisdictions. Subject to the rules and policies of the Canadian Securities Exchange, the securities issued under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document (the "Offering Document") dated July 21, 2025 related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.cybeats.com. Prospective investors should read the Offering Document before making an investment decision.
The Company intends to use the net proceeds raised from the Offering for the scale up of commercial activities, research and development and working capital and general corporate purposes.
The Offering is expected to close on or about July 31, 2025 or such other date as may be determined by the Company and the Agent (the "Closing Date") and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Canadian Securities Exchange.
Shares for Debt Transaction
The Company is also announcing its intention to settle aggregate debts owing to certain creditors in the amount of up to $1,500,000 through the issuance of up to 15,000,000 common shares of the Company at a deemed price of $0.10 per share (the "Shares for Debt Transaction"). The Shares for Debt Transaction is expected to close concurrently with the Offering. Creditors include but are not limited to insiders of the Company. The Company will be completing the Shares for Debt Transaction to improve its financial position in an effort to support its planned future growth.
The issuance of the common shares of the Company under the Shares for Debt Transaction is subject to acceptance for filing by the Canadian Securities Exchange. All common shares of the Company to be issued in connection with the Shares for Debt Transaction will be subject to a four month and one day hold. No new control person of the Company will be created pursuant to the Shares for Debt Transaction. The Company intends to rely upon certain exemptions from the valuation and security holder approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders In Special Transactions, and will provide full details in any closing press release.
The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons or any persons within the United States absent registration or available exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 'United States' and 'U.S. person' are as defined in Regulation S under the U.S. Securities Act.
Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Cybeats Technologies Corp.
Cybeats Technologies Corp. (CSE: CYBT) is a cybersecurity company providing Software Bill of Material (SBOM) management and software supply chain intelligence technology, helping organizations to manage risk, meet compliance requirements, and secure their software from procurement to development and operation. Cybeats platform gives customers comprehensive visibility and transparency into their software supply chain, enabling them to improve operational efficiency, increase revenue, and align organizations with current and future regulations. Cybeats. Software Made Certain. Website: https://cybeats.com
Contact:
Justin Leger, CEO
Phone: 1-888-713-SBOM (7266)
Email: ir@cybeats.com
Sean Peasgood, Investor Relations
Phone: (905) 667-6761
Email: Sean@SophicCapital.com
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, this news release contains forward-looking information relating to, among other things, the Company's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; the completion of the Minimum Offering; the expected Closing Date; the terms of the Shares for Debt Transaction and the completion thereof. Forward-looking statements are based on the opinions and estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the Canadian Securities Exchange. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the commercialization plans for the products described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Company filings are available under the Company's SEDAR+ profile at www.sedarplus.ca.
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SOURCE: Cybeats Technologies Corp.
