VANCOUVER, British Columbia, March 05, 2026 (GLOBE NEWSWIRE) -- Rakovina Therapeutics Inc. (TSX-V: RKV; FSE: 7JO0) ("Rakovina" or the "Company"), a biopharmaceutical company advancing innovative cancer therapies through AI-powered drug discovery, is pleased to announce closing of its previously announced non-brokered private placement of convertible debenture units ("Debenture Units") for aggregate gross proceeds of $1,000,000 (the "Debenture Private Placement"). The Company also announces that it has entered into the previously announced debt settlement agreements with holders of the 12.0% unsecured convertible debentures of the Company (the "Existing Debentures") to settle an aggregate outstanding debt of $1,587,130.59 (the "Settled Amount"), comprised of a principal amount of $1,454,000.00 and accrued interest of $133,130.59 as at March 5, 2026. In full satisfaction and settlement of the Settled Amount, the Company has agreed to issue (i) an aggregate of approximately 3,265,585 common shares in the capital of the Company (each, a "Settlement Share") at a deemed price of $0.12 per share, and (ii) 12.0% unsecured convertible debentures of the Company (the "Replacement Debentures") in the aggregate principal amount of $1,195,259.99, together with 2,390,519 common share purchase warrants ("Warrants"). Closing of the debt settlement transactions is expected to occur on or about March 9, 2026.
Debenture Unit Private Placement
The Debenture Units were issued at a price of $50,000 per Debenture Unit and each such Debenture Unit was comprised of (i) one unsecured convertible debenture (a "New Debenture") in the principal amount of $50,000, and (ii) 100,000 Warrants. Each Warrant will entitle the holder to purchase one common share in the Company (a "Common Share") at an exercise price of $0.20 per share until January 28, 2029, subject to customary adjustments.
The principal amount of each New Debenture shall be repayable on January 28, 2029 (unless earlier converted) and will accrue interest at a rate of 12% per annum, payable semi-annually in cash, or at the option of the holder, common shares. Until the principal amount is repaid, the holder shall have the option to convert the principal amount of the New Debenture into Common Shares at a conversion price of $0.20 per share, subject to customary adjustments.
The Company intends to use the proceeds of the Debenture Private Placement to provide near-term working capital to support ongoing corporate activities and strategic initiatives while the Company continues to evaluate longer-term financing alternatives.
The issuance of the New Debentures and Warrants is subject to the receipt of all requisite approvals, including, without limitation, the final approval of the TSX Venture Exchange (the "TSXV"). All securities issued pursuant to the Debenture Private Placement will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.
Debt Settlement
The Company offered holders of the Existing Debentures the opportunity to elect to receive Settlement Shares or Replacement Debentures in settlement of the amounts outstanding thereunder. Certain holders of Existing Debentures have agreed to settle an aggregate amount of $391,870.60 (which amount is comprised of an aggregate principal amount of $359,000.00, together with interest accrued thereon) for an aggregate of 3,265,585 Settlement Shares, with the remaining holders having agreed to settle an aggregate amount of $1,195,259.99 (which amount is comprised of an aggregate principal amount of $1,095,000.00, together with interest accrued thereon) through the issuance of Replacement Debentures and Warrants. The Replacement Debentures and Warrants to be issued pursuant to the debt settlement transactions will have substantially similar terms as the New Debentures and Warrants issued pursuant to the Debenture Private Placement described above.
The issuance of the Settlement Shares, Replacement Debentures and Warrants is subject to the receipt of all requisite approvals, including, without limitation, the final approval of the TSXV. All securities issued pursuant to the debt settlement transactions described above will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
About Rakovina Therapeutics Inc.
Rakovina Therapeutics is a biopharmaceutical research company focused on the development of innovative cancer treatments. Our work is based on unique technologies for targeting the DNA-damage response powered by Artificial Intelligence (AI) using the proprietary Deep-Docking and Enki platforms. By using AI, we can review and optimize drug candidates at a much greater pace than ever before.
The Company has established a pipeline of distinctive DNA-damage response inhibitors with the goal of advancing one or more drug candidates into human clinical trials in collaboration with pharmaceutical partners. Further information may be found at www.rakovinatherapeutics.com.
Notice Regarding Rakovina Therapeutics Forward-Looking Statements:
This release includes forward-looking statements regarding the company and its respective business, which may include, but is not limited to, statements with respect to the proposed business plan of the company and other statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans," "is expected," "expects," "scheduled," "intends," "contemplates," "anticipates," "believes," "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events, or results "may," "could," "would," "might," or "will" be taken, occur, or be achieved. Such statements are based on the current expectations of the management of the company. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the biopharmaceutical industry, economic factors, regulatory factors, the equity markets generally, and risks associated with growth and competition.
Although the company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, or results to differ from those anticipated, estimated, or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made, and the company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The reader is referred to the company's most recent filings on SEDAR+ for a more complete discussion of all applicable risk factors and their potential effects, copies of which may be accessed through the company's profile page at www.sedar.com.
For Further Information Contact:
Investor Relations
Rakovina Therapeutics Inc.
IR@rakovinatherapeutics.com
