On May 20, 2026 Theralase Technologies Inc. (TSXV: TLT) (OTCQB: TLTFF) ("Theralase" or the "Company"), a clinical stage pharmaceutical company dedicated to the research and development of energy-activated small molecules for the safe and effective destruction of cancer, bacteria and viruses reported that it has closed its previously announced brokered private placement offering ("Brokered Offering") of 19,166,667 units ("Units") of the Company at a price of C$0.24 per Unit ("Offering Price") for gross proceeds of C$4,600,000; including, the full exercise of the over-allotment option. The Brokered Offering was led by Research Capital Corporation as sole agent and sole bookrunner ("Agent").
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In addition, the Company is pleased to announce it has closed a concurrent non-brokered private placement offering pursuant to which the Company issued 673,624 Units at the Offering Price for gross proceeds of C$161,669 ("Non-Brokered Offering", together with the Brokered Offering, the "Offering").
In aggregate, the Company raised gross proceeds of C$4,761,669 under the Offering.
Each Unit consists of one common share of the Company ("Common Share") and one common share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share ("Warrant Share") at an exercise price of C$0.32 per Warrant Share at any time until May 20, 2031. The Company has applied to the TSX Venture Exchange ("TSXV") for the listing of the Warrants and the Warrant Shares pursuant to the Brokered Offering. Listing of the Warrants is subject to the approval of the TSXV and there can be no assurance that such approval will be obtained or that the Warrants will be listed.
The Company plans to use the proceeds of the financing to further the Phase II Bacillus Calmette-Guérin ("BCG")-Unresponsive Non-Muscle Invasive Bladder Cancer ("NMIBC") Carcinoma In-Situ ("CIS") clinical study ("Study II") currently underway, commencement of Good Laboratory Practice ("GLP") toxicology analysis for Rutherrin, working capital and general corporate purposes.
The Brokered Offering was completed pursuant to the listed issuer financing exemption and the Non-Brokered Offering was completed by way of private placement pursuant to applicable exemptions from the prospectus requirements, under applicable Canadian securities laws. All securities issued under the Brokered Offering will become free trading on closing and the securities issued under the Non-Brokered Offering are subject to a hold period under applicable Canadian securities laws, which will expire on September 21, 2026. The Offering is subject to final acceptance of the TSX Venture Exchange.
In consideration for their services, the Agent received an aggregate cash commission of C$295,772. The Company also issued 1,232,383 non-transferable compensation options to the Agent ("Compensation Options"), with each Compensation Option exercisable to acquire one Unit at an exercise price of C$0.24 per Unit until May 20, 2031.
Roger DuMoulin-White, BSc, P.Eng, Pro.Dir, President, Chief Executive Officer and Chairman of the Board of Theralase, stated that "The Company has successfully raised approximately C$7,500,000 is equity and C$1,000,000 under a recurring line of credit over the last 5 months, in order to strengthen our balance sheet and provide the Company with additional capital to fund our strategic initiatives. In 2026, the Company plans to complete follow-up assessments on the remaining patients in Study II, in order to file new drug applications to both Health Canada and the FDA, under rolling review, seeking Canadian and US marketing approval of its light-activated drug, Ruvidar for bladder cancer. In addition, the Company plans to commence GLP toxicology studies on Rutherrin to allow clinical development, subject to regulatory approval, for a number of cancer indications; including, brain cancer, lung cancer, pancreatic cancer, colorectal cancer and muscle invasive bladder cancer."
Finder’s Fee
In connection with the Non-Brokered Offering, the Company paid a finder’s fee of C$3,000 (payable through the issuance of 12,500 Common Shares) and 6,250 Warrants.
Related Party Transactions
An aggregate of 155,289 Units, representing gross proceeds of C$37,269 were issued to certain insiders of the Corporation. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSX Venture Exchange Policy 5.9, such insider subscriptions are a "related party transaction." The Corporation is exempt from the formal valuation requirement of MI 61-101 in connection with the insider subscriptions in reliance on section 5.5(b) of MI 61-101, as no securities of the Corporation are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada or the United States. Additionally, the Corporation is exempt from obtaining minority shareholder approval in connection with the insider subscriptions in reliance on section 5.7(1)(a) of MI 61-101 as the aggregate value of the insider subscriptions does not exceed 25% of the market capitalization of the Corporation. Due to the limited time between the launch and the close of the Offering, there will be less than 21 days between the date the Corporation files its material change report in respect of the Offering and the completion date of the Offering.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act"), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for, the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States. unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirement is available. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful; including, the United States.
(Press release, Theralase, MAY 20, 2026, View Source [SID1234666033])