Financings
Atmofizer Announces Non-Brokered Convertible Debenture Financing; Tied to Planned Power Leaves Business Combination & RTO
Pre-revenue environmental tech shell executing a dilutive RTO to acquire Power Leaves while navigating severe liquidity constraints.

Executive Summary
- Atmofizer Technologies announced a non-brokered private placement of unsecured convertible debentures for up to $500,000.
- Net proceeds will be advanced to Power Leaves Corp. (PLC) as a bridge loan ahead of their proposed reverse takeover and RTO.
- The debentures convert into Resulting Issuer Units (1 common share + 1 warrant exercisable at $0.30/share for 24 months) at a price equivalent to PLC's concurrent financing ($0.25/subscription receipt), or are assigned to PLC if the transaction fails.
- Concurrently, Atmofizer will settle up to $440,000 in creditor debt by issuing up to 8.8 million common shares at $0.05 per share.
- The RTO with PLC is expected to close around June 15-30, 2026, with the resulting entity operating as "Power Leaves Holdings Corp."
Material Impact
- The financing and debt settlement are incremental steps toward closing the previously announced RTO with PLC.
- The issuance of 8.8 million shares to settle $440,000 in debt represents a ~102% dilution of the existing 8.64 million share base.
- The debenture financing adds further potential dilution upon conversion, though the $500,000 raise is modest relative to the company's $1.71 million working capital deficiency.
- The news confirms progress on the RTO but highlights the company's reliance on equity/debt issuance to clear liabilities, reinforcing the pre-revenue, cash-burn nature of the business.
ATMO · Price
Company Overview
- Atmofizer Technologies is a pre-revenue environmental technology company focused on ultrasonic air purification.
- The company is transitioning to an asset-light licensing model, partnering with HVAC provider Four Seasons for product validation.
- It is currently executing a reverse takeover to acquire Power Leaves Corp., which will become the operating entity under the name Power Leaves Holdings Corp.
- The business model relies on licensing existing intellectual property rather than manufacturing or direct sales.
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Jun 17, 2026 · 14:46