Toronto, Ontario--(Newsfile Corp. - September 11, 2026) - Steven Sangha announces he has entered into a voting and support agreement ("Voting Agreement") with Seraxis Holdings, Inc. ("Seraxis") in connection with Seraxis's proposal ("Proposed Transaction") to acquire all of the securities of Sernova Biotherapeutics Inc. ("Sernova") pursuant to an arrangement agreement dated September 7, 2026 between Seraxis and Sernova ("Arrangement Agreement").
Pursuant to the Arrangement Agreement, holders of Sernova securities will receive Seraxis securities based on the applicable exchange ratio, with each outstanding Sernova common share ("Sernova Share") being exchanged for 0.0112746082 of a Seraxis common share, and each Sernova Share issued upon conversion of Sernova subscription receipts offered pursuant to the upcoming private placement financing being exchanged for 0.0132400349 of a Seraxis common share, subject to adjustment in certain circumstances.
Pursuant to the Voting Agreement, Dr. Sangha has agreed, among other things, to (i) vote all of his Sernova securities and any Sernova securities thereafter acquired (that are entitled to vote) in favour of the approval of the Proposed Transaction (or if applicable, the "Alternative Transaction" as defined therein), and (ii) restrict any disposition of his Sernova securities.
Dr. Sangha beneficially owns and controls (i) 39,703,667 common shares of Sernova (Sernova Shares), (ii) 53,575,759 Sernova Share purchase warrants, (iii) $2,900,000 principal amount of Sernova convertible debentures, convertible into 17,909,092 Sernova Shares and (iv) 2,540,237 options to acquire Sernova Shares, representing approximately 10.5% of the outstanding Sernova Shares on a non-diluted basis and approximately 30.0% on a partially diluted basis assuming exercise of such warrants and vested options. Each of the above convertible debentures have 9.99% or 19.99% "blocker" limits on conversion so Dr. Sangha is currently restricted from converting the principal amount of such debentures into Sernova Shares.
Dr. Sangha holds the Sernova securities for investment purposes and to support the Proposed Transaction. If the Voting Agreement is terminated, Dr. Sangha may acquire additional securities of Sernova or sell Sernova securities in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Sernova is located at PO Box 29592 RPO Central Parkway, Mississauga, Ontario, L5A 4H2. A copy of Dr. Sangha's early warning report will appear on Sernova's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by calling David Burke at 917-751-5713.
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