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Vancouver, British Columbia--(Newsfile Corp. - November 26, 2025) - PreveCeutical Medical Inc. (CSE: PREV) (OTCQB: PRVCF) (FSE: 18H) (the "Company" or "PreveCeutical") and BioGene Therapeutics Inc. ("BioGene"), are pleased to announce that, further to its News Releases of September 4, 2025, September 19, 2025, October 10, 2025, October 20, 2025 and November 20, 2025, the previously announced plan of arrangement (the "Arrangement") involving the spin-off of 12,000,000 shares of BioGene from PreveCeutical became effective November 25, 2025.
The Arrangement
The Arrangement was approved by the shareholders (the "Shareholders") of PreveCeutical's common shares at its annual general and special meeting held on October 10, 2025 and by the Supreme Court of British Columbia in its final order dated October 17, 2025.
Pursuant to the Arrangement Agreement, PreveCeutical conducted a share capital reorganization whereby the existing common shares of PreveCeutical (the "PreveCeutical Shares") were renamed and redesignated as Class A common shares (each, a "PreveCeutical Class A Share") and a new class of voting common shares (each, a "New PreveCeutical Share") was created. Each PreveCeutical Class A Share was exchanged for one New PreveCeutical Share and 0.02 common share of BioGene (the "BioGene Spinout Shares"). The Shareholders at the close of business on November 25, 2025, received one New PreveCeutical Share and 0.02 BioGene Spinout Shares in exchange for each PreveCeutical Share that was held by such Shareholder. PreveCeutical Shareholders now own shares in two companies: BioGene, which will focus on the development of the Dual Gene Therapy program, and PreveCeutical, which will continue to focus on developing innovative options for preventive and curative therapies utilizing organic and nature identical products.
About PreveCeutical
PreveCeutical is a health sciences company that develops innovative options for preventive and curative therapies utilizing organic and nature identical products. PreveCeutical aims to be a leader in preventive health sciences and currently has five research and development programs, including: dual gene therapy for curative and prevention therapies for diabetes and obesity; the Sol-gel Program; Nature Identical peptides for treatment of various ailments; nonaddictive analgesic peptides as a replacement to the highly addictive analgesics such as morphine, fentanyl and oxycodone; and a therapeutic product for treating athletes who suffer from concussions (mild traumatic brain injury). For more information about PreveCeutical, please visit our website www.PreveCeutical.com or follow us on Twitter and Facebook.
On behalf of the Board of Directors of PreveCeutical Stephen Van Deventer, Chairman and Chief Executive Officer For further information, please contact:
Stephen Van Deventer: +1 604 306 9669 Or Investor Relations ir@preveceutical.com
Neither the CSE nor any Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements:
Certain information in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements in this news release include, but are not limited to the business focus of each of PreveCeutical and BioGene. Important factors that could cause actual results to differ materially from the parties' expectations include unanticipated market, economic and other conditions which may adversely affect the parties' ability to execute on their respective business plans, and other risks detailed from time to time in the filings made by the parties' with the securities regulatory authorities. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the PreveCeutical and BioGene. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the PreveCeutical and BioGene disclaim any intention or obligation to update or revise such information, except as required by applicable law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276009
SOURCE: PreveCeutical Medical Inc.
