Vancouver, British Columbia – June 6, 2025 – Rakovina Therapeutics Inc. (TSX-V: RKV) (FSE: 7JO) (“Rakovina” or the “Company”), a biopharmaceutical company advancing innovative cancer therapies through artificial intelligence (AI)-powered drug discovery, announced the closing of its previously announced non-brokered private placement for gross proceeds of $4,905,150. This total consists of $3,555,150 from Units and $1,350,000 from Debenture Units.
Details of the Private Placement:
The private placement involved both equity units (“Units”) and convertible debenture units (“Debenture Units”).
Units were issued at $0.05 per Unit. Each Unit includes one common share (“Common Share”) and one Common Share purchase warrant (“Warrant”). Each Warrant allows the holder to purchase an additional Common Share at $0.10 for 24 months, subject to acceleration and adjustments.
Debenture Units were issued at $50,000 per Debenture Unit. Each Debenture Unit consists of one unsecured convertible debenture (“Debenture”) with a principal amount of $50,000 and 100,000 Common Share purchase warrants (“Debenture Warrants”). Each Debenture Warrant entitles the holder to purchase one additional Common Share at $0.15 for 24 months from issuance, subject to adjustments. The principal amount of each Debenture is repayable in 36 months from issuance, accrues interest at 12% per annum, and can be converted into Common Shares at $0.10 per Common Share. Rakovina can redeem all or part of the Debenture principal at any time 12 months after issuance, in cash and without premium.
Finder’s Fees and Insider Participation:
Rakovina paid cash finder’s fees totaling $60,035.50 to Canaccord Genuity Corp., Ventum Financial Corp., Haywood Securities Inc., and Leede Financial Inc.. Additionally, 1,200,710 non-transferable finder’s warrants (“Finder’s Warrant”) were issued. Each Finder’s Warrant allows the holder to purchase one Common Share at $0.10 for 24 months, with similar acceleration terms as the Warrants.
Company insiders subscribed for 14,700,000 Units, generating gross proceeds of $735,000. This issuance is considered a related party transaction under MI 61-101 and TSXV Policy 5.9. The Company relied on exemptions from formal valuation and minority shareholder approval requirements because the fair market value of the Units and the consideration received did not exceed 25% of the Company’s market capitalization. No new insiders were created, and there was no Change of Control as a result of the private placement. The material change report was not filed more than 21 days before closing as insider participation details were finalized shortly before the closing date. All securities issued are subject to a four-month and one-day statutory hold period.
Share Consolidation:
The Company plans to implement a 10-for-1 share consolidation (“Consolidation”) after the private placement closes. All amounts related to the private placement are presented on a pre-Consolidation basis and will be adjusted accordingly. Both the private placement and Consolidation are subject to final TSXV acceptance.
Management Commentary:
Jeff Bacha, Executive Chairman of Rakovina Therapeutics, expressed satisfaction with the strong support from shareholders, stating that this financing is a pivotal step that provides capital for development plans and strengthens their position for aligning with partners and U.S. investors.
Use of Proceeds:
Proceeds from the financing will support Rakovina Therapeutics’ growth, including the integration of its AI-driven drug discovery tools and efforts to increase visibility among institutional investors in U.S. and global capital markets.
IR and Marketing Collaborations:
Rakovina announced the continued engagement of Fairfax Partners Inc. (“Fairfax”) as its Investor Relations (“IR”) partner and a new engagement with Machai Capital Inc. (“Machai”) for corporate communication services.
Fairfax: Will implement a three-month IR program to enhance Rakovina’s market presence and expand its investor base. The program includes targeted online marketing campaigns, social media influencer activation, and collaboration with external consultants. Fairfax will receive an initial fee of $250,000 (plus GST) and will retain a 20% service fee on allocated marketing funds. The Company may allocate up to an additional $200,000 to extend the campaign.
Machai Capital: Will use its expertise in branding, content and data optimization, SEO, SEM, lead generation, and various digital and brand marketing strategies to enhance the Company’s campaigns and awareness. Machai Capital will receive a marketing budget of $250,000 (plus GST). The directors and officers of Machai Capital do not own Company securities, and Machai Capital has an arm’s length relationship with the Company.
About Machai Capital:
Machai Capital provides services in branding, content and data optimization, search engine optimization, search engine marketing, lead generation, digital marketing, social media marketing, email marketing, and brand marketing. Their head office is in Vancouver, British Columbia.
About Rakovina Therapeutics Inc.:
Rakovina Therapeutics is a biopharmaceutical research company focused on developing innovative cancer treatments. Their work leverages unique technologies for targeting DNA-damage response, powered by AI using their proprietary Deep-Docking™ and Enki™ platforms. The use of AI allows for faster review and optimization of drug candidates. The Company has a pipeline of DNA-damage response inhibitors and aims to advance drug candidates into human clinical trials with pharmaceutical partners. Further information is available at www.rakovinatherapeutics.com.
Notice Regarding Rakovina Therapeutics Forward-Looking Statements:
This release contains forward-looking statements about the Company and its business, including the proposed Consolidation, use of private placement proceeds, business plan, and growth. These statements often use words like “plans,” “expects,” “intends,” “anticipates,” or variations. They are based on current management expectations and may differ materially due to known and unknown risks in the medical device industry, economic factors, regulatory factors, equity markets, growth, and competition. While the Company attempts to identify important factors causing material differences, other factors may exist. Forward-looking statements are not guaranteed and are made as of the release date. The Company undertakes no obligation to update or revise these statements, except as required by law. Readers are referred to the Company’s SEDAR+ filings at www.sedar.com for a complete discussion of risk factors.
For Further Information Contact:
Michelle Seltenrich, BSc, MBA
Director, Corporate Development
[email protected]
778-773-5432
