Opensesame details QT with Vector Science

Executive Summary

• Opensesame Acquisition Corp. has provided further details on its proposed qualifying transaction (reverse takeover) with Vector Science and Therapeutics Inc., including an amended and restated letter agreement dated October 1, 2025.
• The transaction involves Opensesame acquiring all outstanding securities of Vector in exchange for common shares at an exchange ratio of 10 Opensesame shares for every 1 Vector share, with a deemed price of $0.10 per share.
• Vector is a medical technology company focused on drug delivery and pain management, with a pipeline including an FDA-submitted laparoscopic analgesic device (targeting late 2025 submission) and two other platforms targeting 2026 and 2027.

Key Details

• Transaction Structure: Arm's-length reverse takeover where Opensesame acquires all issued and outstanding securities of Vector. Vector will become a wholly owned subsidiary, and Opensesame will change its name to Vector Science and Therapeutics Corp.
• Exchange Ratio & Valuation: The exchange ratio is 10 company shares for each 1 Vector share. The deemed price per company share is $0.10, based on the value per equity security of Vector issued in the 2025 summer offering.
• Vector Product Pipeline:
  • Product 1 (Laparoscopic Analgesic Delivery System): Atomizing device for delivering analgesics during laparoscopic procedures. Targeting FDA submission by year-end 2025, with market approval anticipated in late Q1 or early Q2 2026. Addresses ~15 million procedures annually in the US.
  • Product 2 (Drug-free Pain Management Platform): Uses electric wavelengths and magnetic fields for pain management and soft tissue repair without pharmaceuticals. FDA submission planned for Q3-Q4 2026.
  • Product 3 (Smart Transdermal Delivery System): Advanced transdermal delivery with intelligent dosing algorithms. FDA submission targeted for late 2027.
• Financing Details (Vector's 2025 Summer Offering):
  • Completed in June and July 2025. 5,409,828 units sold at $1.00 per unit.
  • Aggregate gross proceeds: $5,409,828.
  • Each unit consists of one Vector share and one warrant.
  • Warrants entitle holders to acquire a Vector share at $2.50 until June 27, 2028.
  • Post-Transaction Warrant Terms: After giving effect to the 10:1 exchange ratio, each Vector warrant will entitle the holder to acquire one common share in the resulting issuer at an exercise price of $0.25 per share.
• Concurrent Financing: Opensesame intends to complete an equity financing at $0.10 per security for aggregate proceeds between $1.5 million and $2.5 million prior to transaction completion.
• Governance Changes: Upon completion, the board and management will be reconstituted with a majority of directors nominated by Vector.
• Listing: The resulting issuer is anticipated to be listed on Tier 2 of the TSX Venture Exchange as a technology and life science issuer.
• Regulatory/Approval Status:
  • Shareholder approval from Opensesame is not required as it is not a non-arm's-length qualifying transaction.
  • Shareholder approval from Vector is required.
  • Conditions precedent include TSX-V acceptance, execution of definitive agreements, satisfactory due diligence, and regulatory approvals.

Notable Quotes

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