WILMINGTON, Mass., April 21, 2026 (GLOBE NEWSWIRE) -- Liberty Defense Holdings Ltd. ("Liberty" or the "Company") (TSXV: SCAN) today announced the pricing of its initial public offering in the United States of 3,673,638 common shares at a public offering price of $4.50 per share and to certain investors, in lieu of common shares, pre-funded warrants to purchase 770,807 common shares at a purchase price of $4.4999 per pre-funded warrant, which represents the public offering price per share, minus the $0.0001 per share exercise price of each such pre-funded warrant. The gross proceeds of the offering, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Liberty, are expected to be approximately $20 million. In connection with the offering, Liberty has granted the underwriters a 30-day option to purchase up to an additional 666,666 common shares solely to cover over-allotments, if any.
The common shares are expected to begin trading on the Nasdaq Capital Market on April 22, 2026 under the symbol "DETX". In connection with its listing on the Nasdaq Capital Market, the common shares will cease trading on the OTCQB Venture Market under the symbol LDDFF. The common shares will continue to be listed for trading on the TSX Venture Exchange. The closing of the offering is expected to occur on April 23, 2026 subject to the satisfaction of customary closing conditions, including approval of the offering by the TSX Venture Exchange.
The Benchmark Company, LLC is acting as sole bookrunning manager for the offering.
Any securities issued pursuant to the offering to Canadian purchasers will be subject to a four-month hold period from the date of issuance under applicable Canadian securities laws.
William Frain, the Company's Chief Executive Officer and Director, intends to purchase an aggregate of 5,555 common shares in the offering for gross proceeds of approximately $25,000. The participation by Mr. Frain in the offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transactions will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1) of MI 61-101, as neither the fair market value of the gross securities issued under the offering nor the consideration paid by Mr. Frain exceeded 25% of the Company's market capitalization.
A registration statement on Form F-1 relating to these securities has been filed with the SEC and was declared effective on March 31, 2026. The offering is being made only by means of a prospectus. Copies of the final prospectus relating to the offering, when available, may be obtained for free by visiting EDGAR on the website of the U.S. Securities and Exchange Commission (the "SEC") at www.sec.gov. Alternatively, copies of the final prospectus, when available, may be obtained from The Benchmark Company, LLC at 150 East 58th Street, 17th Floor, New York, NY 10155, or by email at prospectus@benchmarkcompany.com
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
About Liberty Defense
Liberty Defense (TSXV: SCAN) provides multi-technology security solutions for concealed weapons detection in high volume foot traffic areas and locations requiring enhanced security such as airports, stadiums, schools, and more. Liberty's HEXWAVE product, for which the Company has secured an exclusive license from Massachusetts Institute of Technology (MIT), as well as a technology transfer agreement for patents related to active 3D radar imaging technology, provides discrete, modular, and scalable protection to provide layered, stand-off detection capability of metallic and non-metallic weapons. Liberty has also recently licensed the millimeter wave-based, High-Definition Advanced Imaging Technology (HD-AIT) body scanner and shoe scanner technologies as part of its technology portfolio. Liberty is committed to protecting communities and preserving peace of mind through superior security detection solutions.
Investor Relations
Crescendo Communications, LLC
SCAN@crescendo-ir.com
212-671-1020
Forward-Looking Statements
When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although Liberty believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in the forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because Liberty can give no assurance that such statements will prove to be correct. Such statements and information reflect the current view of Liberty.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors and no assurance can be given that the proposed securities offering discussed above will be consummated on the terms described or at all. Completion of the proposed offering and the terms thereof are subject to numerous factors, many of which are beyond the control of Liberty, including, without limitation, market conditions, failure of customary closing conditions and the risk factors and other matters set forth in Liberty's filings with the SEC. The forward-looking information contained in this press release includes statements relating to the Company's expectations regarding the closing of the offering, intended use of proceeds and receipt of all regulatory approvals for the offering and represents the expectations of Liberty as of the date of this press release and, accordingly, are subject to change after such date. Liberty does not undertake to update this information at any particular time except as required in accordance with applicable law, including the securities laws of the United States and Canada.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
