Rakovina Therapeutics Announces Intention to Amend Debentures and Warrants

VANCOUVER, British Columbia, June 30, 2025 (GLOBE NEWSWIRE) -- Rakovina Therapeutics Inc. (TSXV: RKV) (the “Company”) announces that it will apply to the TSX Venture Exchange (the “Exchange”) to amend the terms of certain outstanding warrants and convertible debentures of the Company, as further described herein.

Convertible Debenture Amendments

The Company intends to file an application with the Exchange to amend the terms of its 12.0% unsecured convertible debentures with an outstanding aggregate principal amount of $1,454,000.00 (the “Convertible Debentures”) issued pursuant to the Company’s non-brokered private placement of Convertible Debenture units closed on May 29, 2023 (the “Debenture Unit Private Placement”). The Convertible Debentures are governed by an indenture dated May 29, 2023 (the “Indenture”) between the Company and Odyssey Trust Company as the debenture trustee (the “Debenture Trustee”). For further information relating to the Convertible Debentures and the Debenture Unit Private Placement, please refer the Company’s press release dated May 29, 2023.

The amendments, if approved by the requisite majority of holders of the Convertible Debentures (the “Debentureholders”), will result in the following changes to the terms thereof (the “Debenture Amendments”):

1. the maturity of the Convertible Debentures will be extended from November 29, 2025 to June 6, 2028 (the “Maturity Date”);
2. the conversion price will be reduced from $2.00 per common share to $1.00 per common share;
3. no redemption premium will be payable upon a redemption by the Company; and
4. any interest that accrues on the Convertible Debentures following the Debenture Amendments will be due and payable on the Maturity Date.

The Debenture Amendments remain subject to the approval of the Exchange and the holders of at least 66 2/3% of the outstanding principal of the Convertible Debentures. In accordance with the terms of the Indenture, the Company intends to obtain the requisite approval of the Debentureholders by way of a written consent. Upon and subject to receipt of the Exchange’s approval, the Company intends to execute a supplemental indenture with the Debenture Trustee amending the terms of the Indenture to reflect the Debenture Amendments.

Certain directors of the Company, as a group, beneficially own, control or direct, directly or indirectly, $100,000 principal amount of Convertible Debentures, representing approximately 6.9% of the outstanding principal amount of the Convertible Debentures. Participation by such persons constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Exchange Policy 5.9 - Protection of Minority Security Holders in Special Transactions (“Policy 5.9”). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, exceeds 25% of the Company’s market capitalization.

Warrant Amendments

The Company also intends to file an application with the Exchange to amend the terms of the currently outstanding 19,200,000 common share purchase warrants (the “Warrants”) previously issued pursuant to the Company’s non-brokered private placement of units that closed in multiple tranches between June 26, 2024 and July 26, 2024 (the “Unit Private Placement”). For further information relating to the Warrants and the Unit Private Placement, please refer the Company’s press releases dated May 23, 2024, June 20, 2024, July 19, 2024, July 22, 2024, and July 26, 2024.

Subject to the approval of the Exchange and the consent of the holders of the Warrants, the Company intends to amend the exercise price of the outstanding Warrants from $2.00 per common share (on a post-consolidation basis) to $0.75 per common share and reduce the term of the Warrants from three years from the original date of issuance (ranging from June 26, 2027 to July 19, 2027) to thirty days from the date of Exchange approval of the Warrant amendments (together, the “Warrant Amendments”). To date, none of the Warrants have been exercised.

A director of the Company, Jeffrey Bacha, beneficially owns, controls or directs, directly or indirectly, 100,000 Warrants, representing approximately 0.5% of the outstanding Warrants. Participation by Mr. Bacha constitutes a related party transaction under MI 61-101 and Policy 5.9. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Warrants held by Mr. Bacha does not exceed 25% of the Company’s market capitalization.

The Warrant Amendments remain subject to the approval of the Exchange.

About Rakovina Therapeutics Inc.

Rakovina Therapeutics is a biopharmaceutical research company focused on the development of innovative cancer treatments. Their work is based on unique technologies for targeting the DNA-damage response powered by Artificial Intelligence (AI) using proprietary, generative AI platforms. By using AI, they can review and optimize drug candidates at a much greater pace than ever before. The Company has established a pipeline of distinctive DNA-damage response inhibitors with the goal of advancing one or more drug candidates into human clinical trials in collaboration with pharmaceutical partners. Further information may be found at www.rakovinatherapeutics.com.

No regulatory authority has approved or disapproved the content of this press release. Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Notice Regarding Forward-Looking Statements

This press release may contain “forward-looking statements” regarding the Company and its respective business within the meaning of applicable Canadian securities laws, including, without limitations, statements regarding: the Company’s objectives, goals, or future plans regarding its cancer treatments or proposed business plan and expected results of the Company’s DDR platform; the Debenture Amendments and the Warrant Amendments; and expectations regarding Exchange and Debentureholder approvals. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic, and competitive uncertainties and contingencies. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events, or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including risks regarding the medical device industry, economic factors, regulatory factors, the equity markets generally, and risks associated with growth and competition. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, or results to differ from those anticipated, estimated, or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

The reader is referred to the Company’s most recent filings on SEDAR+ for a more complete discussion of all applicable risk factors and their potential effects, copies of which may be accessed through the Company’s profile page at www.sedarplus.ca.

For Further Information Contact:

Michelle Seltenrich, BSc MBA
Director, Corporate Development
IR@rakovinatherapeutics.com
778-773-5432

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