Rakovina Therapeutics Announces Corporate Update Including up to $1.5 Million in New Financing, Leadership Appointments and Debt Restructuring

Executive Summary

• Rakovina Therapeutics proposes a $1 million unsecured convertible debenture private placement (2026 Debenture) with 12% interest, 3‑year maturity and warrants attached.
• Concurrently, the company plans a non‑brokered private placement of up to 5 million common shares at $0.12 per share for up to $500 k to fund near‑term working capital.
• Significant board and management changes: Kim Oishi appointed CEO and Director; Frank Holler joins as Independent Director; Jeffrey Bacha continues as Board Chair; Dennis Brown and Al DeLucrezia step down from the board but remain in advisory roles.

Key Details

• Convertible Debenture Extension: Existing 12% convertible debentures ($1,454,000 principal) have maturity extended from Jan 28 2026 to Mar 11 2026 (66⅔% holder consent).
• Debenture Restructuring Option: One holder agreed in principle to convert $1.0 M principal + $50k accrued interest into “Replacement Debentures” on terms similar to the proposed 2026 Debenture, subject to Exchange approval.
• Shares‑for‑Debt Conversion Offer: Existing holders may settle debt for common shares at $0.12 per share (terms TBD, statutory hold period of 4 months + 1 day).
• Proposed 2026 Convertible Debenture (Private Placement):
• Principal: $1.0 M (unsecured)
• Maturity: Jan 28 2029
• Interest: 12% per annum, payable quarterly in cash or shares
• Conversion price: $0.20 per common share
• Warrants: For each $50k principal issued, 100,000 common‑share purchase warrants at $0.20 exercisable until maturity.
• Proposed Common Share Private Placement:
• Up to 5,000,000 shares at $0.12 per share
• Gross proceeds target: up to $500,000
• Use of proceeds: near‑term working capital for corporate activities and strategic initiatives.
• Regulatory Conditions: All financings subject to TSX Venture Exchange approval, definitive agreements, and a statutory hold period (4 months + 1 day).
• Board & Management Changes:
• Kim Oishi appointed CEO and Director (subject to Exchange approval).
• Frank Holler appointed Independent Director (subject to Exchange approval).
• Jeffrey Bacha remains Board Chair and Director.
• Dennis Brown steps down from the board, continues as Chair of Scientific Advisory Committee.
• Al DeLucrezia steps down from the board, remains an advisor.
• Strategic Rationale: Financing intended to provide liquidity for ongoing pre‑clinical programs, conference presentations, AI‑driven drug discovery collaborations, and to support longer‑term financing alternatives.

Notable Quotes

• “I am excited to become part of the Rakovina team… I look forward to working with the Board and scientific team to advance these programs and position Rakovina for continued growth.” – Kim Oishi, CEO
• “We are very pleased to welcome Kim and Frank as important additions… together, these contributions position Rakovina to build on its scientific momentum.” – Jeffrey Bacha, Chair of the Board

All forward‑looking statements are subject to risks and uncertainties; actual results may differ materially.