Opensesame talks Vector RTO, arranges $3M financing

Executive Summary

• Opensesame Acquisition Corp. announced a subscription receipt offering by its subsidiary Opensesame U.S. Corp. at $0.10 per receipt, targeting aggregate proceeds of $2 M–$3 M to fund its proposed reverse‑takeover of Vector Science and Therapeutics Inc.
• The offering’s gross proceeds will be held in escrow until TSX‑V listing approval and other conditions are satisfied; receipts will automatically convert into units (one common share + one warrant) on a 1:1 basis, with warrants exercisable at $0.25 per share through June 27 2028.
• The transaction includes the acquisition of all Vector Class A shares and related warrants in exchange for Opensesame common shares and warrants at an exchange ratio of 10 Opensesame shares/warrants per Vector share/warrant, after which Vector will become a wholly‑owned subsidiary and the combined entity is expected to be renamed Vector Science and Therapeutics Corp.

Key Details

• Offering Price & Size: $0.10 per subscription receipt; minimum proceeds $2 M, maximum $3 M.
• Escrow Arrangement: Farris LLP acting as escrow agent; proceeds released only after TSX‑V listing approval and satisfaction of escrow release conditions (deadline on or before 30 Jun 2026, extendable).
• Conversion Mechanics: Each receipt converts 1:1 into a unit consisting of one Opensesame U.S. common share + one common share purchase warrant; warrants exercisable at $0.25 per share until 27 Jun 2028.
• Statutory Hold Period: Subscription receipts subject to indefinite hold in Canada; securities issued upon conversion will have no statutory hold or restriction.
• Acquisition Structure: Opensesame will acquire all 11,585,538 Vector Class A shares and warrants for 5,971,973 Vector shares, issuing Opensesame common shares and warrants at a ratio of 10:1 (shares and warrants).
• Merger Mechanics: Opensesame U.S. Corp. to merge into Vector; Vector becomes surviving entity and wholly‑owned subsidiary of Opensesame.
• Post‑Transaction Naming: Intended new name “Vector Science and Therapeutics Corp.” (subject to regulator approval).
• Finder’s Fee: Potential finder’s fee/commission may be paid in cash or warrants, but none will be payable for receipts sold under Rule 506(b) to unregistered finders.
• Shareholder Approvals: No Opensesame shareholder approval required (non‑arm’s‑length transaction); Vector shareholders must approve the merger.
• Conditions Precedent: Execution of acquisition agreement, satisfactory due diligence, filing/listing compliance per TSX‑V Policy 2.4, escrow closing, and all regulatory/corporate approvals including TSX‑V listing.

Notable Quotes

No executive quotes were provided in the release.