Quantum BioPharma Announces Closing of Private Placement & Provides Corporate Update

Executive Summary

• Quantum BioPharma closed a non‑brokered private placement of 30 Class A multiple‑voting shares at $25 each, generating gross proceeds of $750.
• The shares were purchased by insiders (Xorax Family Trust and Fortius Research & Trading Corp.), resulting in updated ownership percentages for Class A and Class B securities and voting rights.
• The company also terminated its at‑the‑market offering agreement with H.C. Wainwright & Co., LLC, and settled a $260,000 debt by issuing 17,626 Class B shares at $14.75 per share.

Key Details

• Offering size: 30 Class A multiple‑voting shares @ $25 per share → gross proceeds $750.
• Statutory hold period: Four months plus one day for all issued securities.
• Use of proceeds: General working capital.
• Related‑party participation:
• Xorax Family Trust (beneficiary: CEO Zeeshan Saeed) purchased 15 shares for $375.
• Fortius Research & Trading Corp. (director: Anthony Durkacz) purchased 15 shares for $375.
• Post‑offering ownership – Class A: Xorax and Fortius each hold 21 of the total outstanding Class A shares (50% of Class A).
• Post‑offering voting rights:
• Xorax + Mr. Saeed control ~38.43% of total voting securities (partially diluted).
• Fortius + Mr. Durkacz + FRCC control ~37.97% of total voting securities (partially diluted).
• Class B holdings: Updated percentages for Class B subordinate voting shares and options/RSUs disclosed for each insider group.
• At‑the‑market offering termination: Notice given to H.C. Wainwright & Co.; termination effective 2025‑12‑20; no Class B shares sold under the agreement (prospectus supplement allowed up to $21,225,000).
• Debt settlement: $260,000 debt settled by issuing 17,626 Class B subordinate voting shares at a deemed price of $14.75 per share.

Notable Quotes

(No executive quotes were included in the release.)