Rakovina Therapeutics appoints Oishi as CEO, director

Executive Summary

• Rakovina Therapeutics announced a comprehensive corporate update involving up to $1.5 million in new financing, a restructuring of existing convertible debt, and significant changes to its board and executive leadership.
• The company secured an agreement in principle for a $1.0 million convertible debenture financing and a concurrent $500,000 common share private placement, with proceeds designated for near-term working capital.
• Key leadership changes include the appointment of Kim Oishi as CEO and board director, and Frank Holler as an independent board director, while Dr. Dennis Brown and Al DeLucrezia stepped down from the board.

Key Details

• Debt Restructuring:
  • Extension of maturity date for outstanding 2023 convertible debentures (aggregate principal $1,454,000) from Jan. 28, 2026, to March 11, 2026.
  • Approval obtained from holders representing at least 66-2/3% of the outstanding principal.
  • Proposal for existing holders to convert $1.0 million of principal plus $50,000 in accrued interest into replacement debentures on terms similar to the 2026 debentures.
  • Alternative option for share-for-debt conversion at a price of 12 cents per common share.
  • All securities issued under restructuring subject to a statutory hold period of four months plus one day.
• $1.0 Million Convertible Debenture Financing:
  • Agreement in principle with an existing investor for a private placement of unsecured convertible debentures.
  • Key terms: Maturity date of Jan. 28, 2029; conversion price of 20 cents per common share; 12% annual interest rate payable quarterly in cash or shares.
  • Warrants: 100,000 common share purchase warrants issued for every $50,000 of principal.
  • Warrant terms: Exercisable at 20 cents per share until Jan. 28, 2029.
• $500,000 Common Share Private Placement:
  • Offer of up to 5 million common shares at 12 cents per share.
  • Gross proceeds of up to $500,000.
  • Use of proceeds: Near-term working capital for corporate activities and strategic initiatives.
  • Securities subject to a statutory hold period of four months plus one day.
• Leadership and Board Appointments:
  • Kim Oishi: Appointed Chief Executive Officer and Director. Brings experience in public company leadership and capital markets.
  • Frank Holler: Appointed Independent Director. Co-founder of ID Biomedical Corp., founding director of Angiotech Pharmaceuticals, and former CEO of Xenon Pharmaceuticals.
  • Jeffrey Bacha: Continues as Director and Non-Executive Chair of the Board.
  • Dr. Dennis Brown: Stepped down from the Board due to increased responsibilities at Edison Oncology Holding Corp.; continues as Chair of the Scientific Advisory Committee.
  • Al DeLucrezia: Stepped down from the Board; continues in an advisory capacity.
• Regulatory Status: All financing, debt restructuring, and appointments are subject to applicable regulatory and TSX Venture Exchange approvals.

Notable Quotes

• Kim Oishi (CEO): "I am excited to become part of the Rakovina team and to build on the strong scientific foundation already in place... I look forward to working with the board and scientific team to advance these programs and position Rakovina for continued growth."
• Frank Holler (Director): "I am pleased to be joining the board of Rakovina and contributing to a team with world-class science and a clear market opportunity... I look forward to supporting the board and management as Rakovina advances its pipeline and positions the company for sustainable growth."
• Jeffrey Bacha (Chair): "We are very pleased to welcome Kim and Frank as important additions to Rakovina at a pivotal time for the company... Together, these contributions position Rakovina to build on its scientific momentum... as we work to create long-term value for shareholders."