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Marvel Biosciences Announces Proposed Convertible Debenture Offering

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Marvel Biosciences (OTC: MBCOF) announced a non-brokered private placement of unsecured convertible debentures up to $500,000 to fund drug formulation, toxicology studies and working capital. The Debentures carry 12% annual interest, mature December 31, 2027, and convert at $0.12 per share, subject to TSX Venture Exchange approval.

Interest may be paid in cash or shares; the company can force conversion if the 10-day VWAP reaches $0.60 for 10 consecutive trading days. Securities will have a standard four-month-and-one-day hold period.

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AI-generated analysis. Not financial advice.

Positive

  • Raises up to $500,000 to finance drug formulation and toxicology
  • 12% annual interest provides lender yield
  • Convertible feature offers potential equity funding at $0.12 per share

Negative

  • Debentures are unsecured, exposing lenders to higher credit risk
  • Interest payable in shares may cause share dilution
  • Company can force conversion at $0.60, altering shareholder mix

News Market Reaction – MBCOF

-18.96%
1 alert
-18.96% News Effect

On the day this news was published, MBCOF declined 18.96%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Calgary, Alberta--(Newsfile Corp. - April 8, 2026) - Marvel Biosciences Corp. (TSXV: MRVL) ("Marvel" or the "Company") announced today its intention to complete a non-brokered private placement offering of unsecured convertible debentures ("Debentures") in the principal amount of up to $500,000 (the "Offering"), subject to final approval of the TSX Venture Exchange.

The Debentures will bear interest at the rate of twelve percent (12%) per annum, payable annually and mature on December 31, 2027. Interest may be repaid in cash or common shares of the Corporation ("Common Shares"), at the option of the Corporation, based on the 20 day volume weighted average trading price of the Common Shares on the TSX Venture Exchange‎, calculated 3 days prior to the payment date, subject to the minimum price permitted by the TSX Venture Exchange (and subject to approval of the TSX Venture Exchange). The Debentures are convertible at the holder's option into Common Shares at a conversion price of $0.12 per Common Share. The Corporation can force conversion of the Debentures into Common Shares if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange is at least $0.60 per Common Share for a minimum of 10 consecutive trading days (whether or not trading occurs on such days).

All securities issued in connection with the Private Placement will be subject to a hold period that will expire four months and one day from the date of issuance. The net proceeds from the Private Placement will be used for drug formulation, toxicology studies and for general working capital purposes.

No Common Shares shall be issued by the Company on the conversion of the Debenture if, as a result of the issuance of such Common Shares, the holder of the Debenture, together with any person acting jointly or in concert with the holder including for greater certainty any of its affiliates, would in the aggregate beneficially own, or exercise control or direction over (or a combination thereof), whether direct or indirect, ten percent (10%) or more of the total issued and outstanding voting securities of the Company, calculated on a partially diluted basis, immediately after giving effect to such conversion.

The Company will not pay any commission, finder's fee, or similar payment in connection with the Offering.

About Marvel Biosciences Corp.
Marvel Biosciences Corp., and its wholly owned subsidiary, Marvel Biotechnology Inc., is a Calgary-based pre-clinical stage pharmaceutical development biotechnology company. The Company is developing MB 204, a novel fluorinated derivative of the approved anti-Parkinson's drug Istradefylline, the only clinically approved adenosine A2a antagonist. A significant and growing body of scientific evidence suggests drugs that block the adenosine A2a receptor, such as MB-204, could be useful in treating other neurological diseases such as autism, depression and Alzheimer's Disease. The Company is actively investigating its potential in addressing other neurodevelopmental disorders, such as Rett Syndrome and Fragile X Syndrome, to expand its therapeutic reach.

Contact Information:
Marvel Biosciences Corp.
J. Roderick (Rod) Matheson, Chief Executive Officer or
Dr. Mark Williams, President, and Chief Science Officer
Tel: 403 770 2469

Website: www.marvelbiotechnology.com | Twitter/X | LinkedIn

Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release contains certain statements which constitute forward-looking statements or ‎information ("forward-‎looking statements"), including statements regarding Marvel's business, ‎the Offering, including the use of proceeds of the Private Placement. Such forward-looking statements are subject to numerous risks and ‎uncertainties, some of which are beyond ‎Marvel's control, including the impact of general ‎economic conditions, the current share price of Marvel's common shares, TSX Venture acceptance and market acceptance of the Private Placement, industry conditions, ‎currency fluctuations, the lack of availability of qualified ‎personnel or management, ‎stock market volatility and the ability to access sufficient capital from ‎internal and external sources. Although Marvel believes ‎that the expectations in its forward-looking ‎statements are reasonable, they are based on factors and assumptions ‎concerning future events ‎which may prove to be inaccurate. Those factors and assumptions are based upon currently ‎‎available information. Such statements are subject to known and unknown risks, uncertainties and ‎other factors that could ‎influence actual results or events and cause actual results or events to ‎differ materially from those stated, anticipated or ‎implied in the forward-looking information. As ‎such, readers are cautioned not to place undue reliance on the forward -looking information, as no ‎assurance can be provided as to future results, levels of activity or achievements. The forward-‎‎looking statements contained in this document are made as of the date of this document and, ‎except as required by ‎applicable law, Marvel does not undertake any obligation to publicly update ‎or to revise any of the included forward-looking ‎statements, whether as a result of new ‎information, future events or otherwise. The forward-looking statements ‎contained in this ‎document are expressly qualified by this cautionary statement.‎

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/291673

FAQ

What are the key terms of Marvel Biosciences' April 8, 2026 convertible debenture offering (MBCOF)?

The offering is up to $500,000 of unsecured convertible debentures maturing December 31, 2027. According to the company, the Debentures bear 12% annual interest, convert at $0.12 per share, and are subject to TSX Venture Exchange approval.

How could the MBCOF convertible debentures affect Marvel Biosciences shareholders and dilution?

Conversion and interest-in-kind payments may increase outstanding shares and dilute existing holders. According to the company, interest can be paid in cash or common shares and conversion occurs at $0.12 per share, subject to ownership limits and hold periods.

When and how can Marvel Biosciences force conversion of the debentures (MBCOF)?

The company can force conversion if the 20-day VWAP reaches at least $0.60 for 10 consecutive trading days. According to the company, forced conversion converts Debentures into common shares regardless of holder choice under that trigger.

What will Marvel Biosciences use the proceeds from the MBCOF debenture offering for?

Net proceeds will be used for drug formulation, toxicology studies and general working capital. According to the company, the funds are specifically allocated to those preclinical and operational priorities.

What approvals and restrictions apply to Marvel Biosciences' April 8, 2026 private placement (MBCOF)?

The offering is subject to TSX Venture Exchange final approval and standard resale restrictions. According to the company, securities will be subject to a four-month-and-one-day hold period from issuance and ownership limits apply on conversion.