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Pharmala Biotech Holdings Inc. (" PharmAla " or the " Company ") (CSE: MDMA) (OTCQB:MDXXF), a biotechnology company focused on the research, development, and manufacturing of novel MDXX class molecules (including its LaNeo™ MDMA), is pleased to announce that it has filed its final short form base shelf prospectus (the " Prospectus ") to provide the Company with the flexibility to take advantage of financing opportunities and favourable market conditions, if and when needed, during the 25-month period that the Prospectus remains effective (the " Effective Period "). A copy of the Prospectus may be obtained under the Company's SEDAR+ profile at www.sedarplus.ca .
The Prospectus has been filed in each of the provinces and territories in Canada. The Prospectus will enable the Company to offer, issue and sell, from time to time, common shares, warrants, units, subscription receipts, debt securities, or any combination of such securities (collectively, " Securities ").
The Company may also use the Prospectus in connection with an "at-the-market distribution" in accordance with applicable securities laws, which would permit the Securities to be sold on behalf of the Company through the Canadian Securities Exchange (the " CSE ") (or other existing trading markets) as further described in the applicable prospectus supplement. To date, no agreement has been entered into with respect to such a distribution.
PharmAla currently has no immediate plans to issue any Securities under the Prospectus at this time and may never proceed with any such issuance. Should the Company decide to offer Securities, the specific terms, including the use of proceeds, will be set forth in a prospectus supplement to the final base shelf prospectus, which will be filed with the applicable Canadian securities regulators.
PharmAla Signs Term Sheet with Radium Capital
PharmAla is furthermore pleased to announce that its subsidiary, PharmAla Biotech Australia Pty Ltd ("PharmAla Australia"), has signed a term sheet with Radium Capital ("Radium"), providing PharmAla Australia with a loan facility leveraging its estimated Research and Development Tax Incentive ("RDTI") refunds. As PharmAla Australia has not yet commenced operations in Australia, no tranches of the RDTI loan facility have been drawn upon. Once PharmAla Australia has commenced to incur qualifying expenses, Radium will advance up to 80% of the expected RDTI refund in the form of a tranche of the loan facility. Each tranche will be secured solely by the related RDTI refund.
"The loan facility with Radium, presents an opportunity to develop our intellectual property, without exposing our intellectual property itself to securitization risk," said Nick Kadysh, CEO, PharmAla Biotech. "Pursuing our clinical trial work in Australia through PharmAla Australia aligns us with existing research partners and the commercial strategy of our joint venture, Cortexa, and will – If successful – generate substantial outsize returns for investors. As a zero-debt business, we believe that working with Radium is a smart mechanism to drive speed in our R&D efforts."
The Company expects that concurrent with its first drawn tranche on the loan facility PharmAla Australia will execute a Master Finance Agreement ("MFA"), which will increase the available funding up to 85% of the expected RDTI refund and provide for a reduced interest rate and settlement fee.
"Although we are just on the precipice of commencing our Clinical Trial work, we believe securing efficient, low-risk debt funding will help us optimize our future tax incentives," said Will Avery, CFO, "Strategic partners, such as Radium, help us drive the cost efficiency we are seeking in our planned Australian clinical trials."
About PharmAla
Pharmala Biotech Holdings Inc. (CSE: MDMA)(OTCQB: MDXXF) is a biotechnology company focused on the research, development, and manufacturing of MDXX class molecules, including MDMA. PharmAla was founded with a dual focus: alleviating the global backlog of generic, clinical-grade MDMA to enable clinical trials as well as commercial sales in selected jurisdictions, and to develop novel drugs in the same class. PharmAla is the only company currently provisioning clinical-grade MDMA for patient treatments outside of clinical trials. PharmAla's research and development unit has completed proof-of-concept research into several IP families, including ALA-002, its lead drug candidate. PharmAla is a "regulatory first" organization, formed under the principle that true success in the psychedelics industry will only be achieved through excellent relationships with regulators.
For more information, please contact:
Nicholas Kadysh
Chief Executive Officer
Pharmala Biotech Holdings Inc.
Email: press@PharmAla.ca
Phone: 1-855-444-6362
Website: www.PharmAla.ca
Neither the CSE nor its Regulation Services Provider have reviewed or accept responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release contains certain "forward-looking statements" that reflect the Company's current expectations and projections about its future results. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements relating to: the Prospectus enabling the Company to offer, issue and sell, from time to time, the Securities; the Company may use the Prospectus in connection with an "at-the market distribution"; specific terms of future offerings will be set forth in a prospectus supplement to the final base shelf prospectus; the final base shelf prospectus will be filled with the applicable Canadian securities regulators; and the Prospectus will serve to support the Company's growth strategy and development of its novel molecules.
These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof. In developing the forward-looking statements in this press release, we have applied several material assumptions, including: the Prospectus will give the Company the ability to offer, issue and sell, from time to time, the Securities; the Company will use the Prospectus in connection with an "at-the market distribution"; specific terms of future offerings will be set forth in a prospectus supplement to the final base shelf prospectus; the final base shelf prospectus will be filled with the applicable Canadian securities regulators; and the Prospectus will have the ability to support the Company's growth strategy and development of its novel molecules.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to risks related to: the Company will not offer, issue and sell the Securities; the Company will not use the Prospectus in connection with an "at-the market distribution"; the Prospectus will not serve to support the Company's growth strategy and development of its novel molecules; and the risks discussed under the heading "Risk Factors" on page 27 of the Company's annual information form dated May 9, 2025 and in the latest management's discussion and analysis of the Company, copies of which is available under the Company's SEDAR+ profile at www.sedarplus.ca .
This news release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction.
