NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESS Newswire / March 14, 2025 / BioNxt Solutions Inc. ("BioNxt" or the "Company") (CSE:BNXT)(OTC:BNXTF)(FSE:BXT), is pleased to announce that, further to its news release of February 28, 2025, it has closed the final tranche of its previously announced non‐brokered private placement (the "Offering") of convertible debenture units ("Debenture Units") for gross proceeds of $900,000. The Company issued an aggregate of 5,000,000 Debenture Units for aggregate proceeds of $2,500,000 under the Offering, comprising of a first tranche of 3,200,000 Debenture Units for $1,600,000 and a second tranche of 1,800,000 Debenture Units for $900,000.
Each Debenture Unit consists of: (i) $0.50 principal amount of 8.0% unsecured convertible debentures (the "Debentures") and (ii) one common share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to acquire one common share in the capital of the Company (a "Common Share") at a price of $0.60 per Common Share for a period of two years following the date of issuance. The Debentures bear interest from their issue date at 8.0% per annum on an accrual basis, calculated and payable at maturity, which is two years following the date of issuance (the "Maturity Date"). The Debentures are convertible at the option of the holder into common shares of the Company (each, a "Common Share") at any time prior to the Maturity Date at a conversion price of $0.50 per Common Share (the "Conversion Price"). The interest payable on the principal amount of the Debenture may be paid through the issuance of Common Shares at the Conversion Price at the election of the Company.
Each Warrant issued in the second tranche of the Offering is exercisable to acquire one Common Share (a "Warrant Share") at an exercise price of $0.60 per Warrant Share until March 14, 2027. Each Warrant issued in the first tranche of the Offering is exercisable to acquire one Warrant Share at an exercise price of $0.60 per Warrant Share until February 28, 2027.
In connection with the Offering, the Company paid an aggregate cash fee of $200,000, representing a fee of $128,000 in respect of the first tranche and a fee of $72,000 in respect of the second tranche, and issued an aggregate of 400,000 finder warrants (the "Finder's Warrants") to Canaccord Genuity Corp., of which 256,000 Finder's Warrants were issued in connection with the first tranche, each entitling the holder thereof to acquire one Common Share at an exercise price of $0.50 until February 28, 2027, and 144,000 Finder's Warrants were issued in connection with the second tranche, each entitling the holder thereof to purchase one Common Share at an exercise price of $0.50 until March 14, 2027.
The securities of the Company issued in connection with the first tranche of the Offering, and any Common Shares issuable upon conversion or exercise thereof, are subject to a statutory four month and one day hold period until July 15, 2025. The securities of the Company issued in connection with the second tranche of the Offering, and any Common Shares issuable upon conversion or exercise thereof, are subject to a statutory four month and one day hold period until July 15, 2025.
The Company intends to use the net proceeds from the Offering for product development and commercialization, intellectual property filings, debt repayment, and general working capital.
This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Debentures and the Shares which may be issued on exercise thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About BioNxt Solutions Inc.
BioNxt Solutions Inc. is a bioscience innovator focused on next‐generation drug delivery technologies, diagnostic screening systems, and active pharmaceutical ingredient development. The Company's proprietary platforms-Sublingual (Thin‐Film), Transdermal (Skin Patch), and Oral
(Enteric‐Coated Tablets)-target key therapeutic areas, including autoimmune diseases, neurological disorders, and longevity.
With research and development operations in North America and Europe, BioNxt is advancing regulatory approvals and commercialization efforts, primarily focused on European markets. BioNxt is committed to improving healthcare by delivering precise, patient‐centric solutions that enhance treatment outcomes worldwide.
BioNxt is listed on the Canadian Securities Exchange: BNXT, OTC Markets: BNXTF and trades in Germany under WKN:A3D1K3. To learn more about BioNxt, please visit www.bionxt.com.
Cautionary Statement Regarding "Forward‐Looking" Information
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking information in this news release includes the anticipated use of the proceeds from the Offering. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
