VANCOUVER, British Columbia — January 27, 2026 — Leads & Copy — Rakovina Therapeutics Inc. (TSX-V: RKV; FSE: 7JO0) announced a corporate update that includes a proposed $1.0 million convertible debenture and concurrent $500,000 private placement intended to support near-term operations.
The update also addresses leadership and board changes, and the restructuring of its outstanding convertible debt, each subject to applicable regulatory and TSX Venture Exchange (“Exchange”) approvals.
Holders of outstanding 2023 Debentures have consented to the extension of the maturity date from January 28, 2026 to March 11, 2026 (the “Extension”).
The Extension was approved by way of the written consent of holders representing at least 66 2/3% of the outstanding principal of the 2023 Debentures in accordance with the terms of the debenture indenture dated May 29, 2023 and subsequently amended (the “Indenture”) between the Company and Odyssey Trust Company, as the debenture trustee. The Company has entered into a second supplemental indenture with Odyssey Trust Company amending the terms of the Indenture to reflect the Extension. The Extension remains subject to final Exchange approval.
The company has undertaken the Extension with the intention of completing a proposed restructuring of the outstanding 2023 Debentures, as further described herein (the “Debenture Restructuring”). The Company is presenting an option for existing holders to convert all or part of their outstanding 2023 Debentures, including accrued but unpaid interest, into new convertible debentures (“Replacement Debentures”) on substantially the same terms as the 2026 Debenture (as defined herein).
Rakovina has reached an agreement in principle with one holder of 2023 Debentures to convert $1.0 million of outstanding principal, plus accrued and unpaid interest in the amount of $50,000, into Replacement Debentures, subject to receipt of all requisite approvals, including the approval of the Exchange, and the execution of definitive documentation.
Rakovina also intends to offer existing holders of 2023 Debentures the opportunity, subject to Exchange approval, to settle outstanding principal, together with accrued but unpaid interest, through a shares-for-debt conversion, at a price of $0.12 per common share, on terms to be determined in accordance with applicable Exchange rules.
Upon confirming final participation in the conversion option, the Company intends to submit a formal shares-for-debt application to the Exchange. Pursuant to applicable Canadian securities laws, all securities issued in connection with the proposed Debenture Restructuring will be subject to a statutory hold period of four months plus a day from the date of issuance.
Rakovina also announced that it has an agreement in principle with an existing investor in the 2023 Debentures to invest an additional $1.0 million in the Company by way of a private placement (the “Debenture Private Placement”) of an unsecured convertible debenture (the “2026 Debenture”).
Key terms of the 2026 Debenture are anticipated to include:
The company proposes to offer up to 5,000,000 common shares at a price of $0.12 per share for additional gross proceeds of up to $500,000 by way of a non-brokered private placement (together with the Debenture Private Placement, the “Private Placements”).
Rakovina intends to use the aggregate gross proceeds of the Private Placements to provide near-term working capital to support ongoing corporate activities and strategic initiatives while the Company continues to evaluate longer-term financing alternatives.
Closing of the Private Placements is subject to the Company obtaining all necessary corporate and regulatory approvals, including approval of the Exchange, and entry into definitive agreements.
Kim Oishi has been appointed Chief Executive Officer of Rakovina. Mr. Oishi brings experience in public company leadership, capital markets strategy, and corporate governance.
Mr. Oishi has also been appointed to Rakovina’s Board of Directors, subject to receipt of Exchange approval.
Mr. Jeffrey Bacha will continue to serve on the Company’s Board of Directors and will continue in the role of non-executive Chair of the Board. Mr. Bacha will remain actively engaged in his capacity as Board Chair.
Mr. Frank Holler has been appointed to Rakovina’s Board of Directors as an independent director, subject to Exchange approval.
Dr. Dennis Brown has stepped down from Rakovina’s Board of Directors and will continue to serve as Chair of Rakovina’s Scientific Advisory Committee.
Mr. Al DeLucrezia has stepped down from Rakovina’s Board of Directors and will continue to support the Company in an advisory capacity.
Rakovina Therapeutics is a biopharmaceutical research company focused on the development of innovative cancer treatments targeting the DNA damage response.
The Company leverages advanced computational chemistry and artificial intelligence-enabled drug discovery platforms to accelerate the identification and optimization of novel oncology therapeutics.
Source: Rakovina Therapeutics Inc.
