ME Therapeutics Holdings Inc. (“ME Therapeutics” or the “Company”), a publicly listed biotechnology company working on novel cancer fighting drugs that reprogram and redirect immune cells to fight cancer, is pleased to announce that it has closed its previously announced non-brokered private placement for aggregate proceeds of $576,500.60 (the “Financing”).
Closing of the Financing
The Financing consisted of the issuance of 339,118 units of the Company (each a “Unit”) at a price of $1.70 per Unit, with each Unit compromising one common share (a “Share’) and one non-transferrable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share at an exercise price of $2.00 for three years from the date of issuance, subject to an acceleration clause whereby, if the volume weighted average price of the Shares is at or above $3.00 per Share for ten consecutive trading days, the Company may accelerate the expiry date upon 30 days’ notice (the “Acceleration Provision”).
The Company intends to use the proceeds of the Financing towards advancing research and development, evaluating strategic transactions, pursuing a U.S. listing, marketing, investor relations expenditures, working capital requirements and for other general corporate purposes. The Shares and Warrants will be subject to a hold period expiring four months and one day from the date of issuance.
The Financing constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), as certain related parties of the Company participated in the Financing. With respect to the Financing, John Priatel, a director of the Company, was issued 294,118 Units for an investment of $500,000.60.
Grant of Stock Options
The Company is pleased to announce that it has granted (the “Option Grant”) an aggregate of 2,047,500 stock options (the “Options”) to certain of its directors, officers, employees and consultants (the “Optionees”) pursuant to the Company’s Share Compensation Plan (the “Plan”). The Options are each exercisable into one common share of the Company (each, an “Optioned Share”) at an exercise price of C$1.99 per Optioned Share (the “Option Price”). Of the Options granted, an aggregate of 1,925,000 Options were granted to directors and officers, are exercisable for five years from the date of grant and vest immediately. The remaining 122,500 Options that were granted to consultants and employees are exercisable for three years from the date of grant and vest over 12 months from the date of grant with 25% of such Options vesting every three months following the date of grant. The Options shall be subject to the terms and conditions of the Plan, requirements of the Canadian Securities Exchange (“CSE”) and such additional terms and conditions as may be contained in the stock option agreements to be entered into between the Company and each of the Optionees.
Early Warning Disclosure – Acquisition by John Priatel
John Priatel, a director of the Company, acquired 294,118 Units pursuant to the Financing for aggregate consideration of $500,000.60 representing a price of $1.70 per Unit. John Priatel also received 250,000 Options on July 16, 2026 at the Option Price, which vest immediately upon grant. Immediately prior to closing of the Financing and the Option Grant, Mr. Priatel beneficially owned, directly or indirectly, 4,175,143 Common Shares, representing approximately 13.89% of the 30,049,438 issued and outstanding Common Shares on a non-diluted basis. Immediately following closing of the Financing and the Option Grant, Mr. Priatel beneficially owns, directly or indirectly, 4,469,261 Common Shares, 294,118 Warrants, and 250,000 Options representing approximately 16.21% of the 30,932,674 issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of all Options and Warrants into Common Shares. The Common Shares held by Mr. Priatel are held for investment purposes and were acquired for investment. Mr. Priatel may in the future take such actions in respect of its holdings in the Company as the acquiror may deem appropriate in light of the circumstances then existing, including the purchase of additional securities of the Company through open market purchases or privately negotiated transactions or the sale of all or a portion of the acquiror’s holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to applicable securities law.
