Marvel Biosciences Initiates Non-Brokered Private Placement to Raise Up to $3 Million for MB-204 Phase 1 Clinical Trials

Unit Offering Structure and Warrant Details

Each unit offered by Marvel Biosciences comprises one common share plus one Common Share purchase warrant, priced at $0.15 per unit. Warrants allow holders to purchase one additional common share at $0.20 per share, with the exercise window starting 61 days after closing and lasting for one year.

An acceleration feature applies to the warrants: if the volume weighted average trading price of common shares on the TSX Venture Exchange reaches at least $0.25 for five consecutive trading days—regardless of trading activity on all days—anytime after the 61-day post-closing period, the company may accelerate the warrant expiry date to no less than 30 days after notice is given via a general press release.

Offering Size and Closing Timeline

The offering is structured with a minimum issuance of 10 million units for gross proceeds of $1.5 million, and a maximum of 20 million units for up to $3 million. Closings may occur in one or multiple tranches, with the initial closing expected on or about August 14, 2026.

All closings require regulatory approvals, including from the TSX Venture Exchange (TSXV). The full offering must close within 45 days of the July 16, 2026 announcement. The placement targets purchasers across Canadian provinces excluding Quebec and certain foreign jurisdictions, under the Listed Issuer Financing Exemption per National Instrument 45-106. Units issued under this exemption are not subject to a hold period under Canadian securities laws.

Allocation of Net Proceeds

Marvel Biosciences intends to utilize net proceeds primarily for a deposit towards phase 1 clinical trials for MB-204, its lead compound, along with general and administrative costs and working capital. Specific allocation percentages were not disclosed.

MB-204 is a pivotal asset for the company’s drug redevelopment strategy. As a pre-clinical stage biotech firm, Marvel focuses on creating novel synthetic chemical derivatives of known off-patent drugs to target new disease indications. Funding phase 1 clinical trials for MB-204 represents a critical step toward human testing of this lead candidate.

Finder’s Fees and Warrant Incentives

Marvel Biosciences will pay finder’s fees to intermediaries who facilitate investor introductions. Fees will amount to up to 7% of gross proceeds raised from investors introduced by finders, paid in cash. Additionally, finders will receive warrants equal to 7% of the units subscribed by their introduced investors.

Finder’s warrants are exercisable to acquire one common share at $0.20 per share, starting 61 days after closing and expiring one year from closing. These warrants are subject to the same acceleration clause as regular warrants, triggered if the share price reaches $0.25 for five consecutive trading days after the 61-day period.

Based on the minimum offering, up to 700,000 common shares may be issued upon exercise of finder’s warrants, and up to 1,400,000 shares assuming the maximum offering, reflecting the 7% allocation.

Marvel Biosciences’ Drug Redevelopment Model

The company operates as a pre-clinical stage pharmaceutical biotech utilizing a drug redevelopment approach. This strategy involves synthesizing new chemical derivatives of existing approved drugs optimized for different disease indications. Since original drugs often have limited remaining patent life for new indications, Marvel seeks patent protection on these novel derivatives, reducing risk, cost, and development time compared to traditional drug discovery.

Current Pipeline and Therapeutic Focus

Marvel Biotechnology Inc., a wholly owned subsidiary, has developed multiple new chemical entities targeting the A2a adenosine receptor, with applications in neurological and non-neurological diseases. Neurological targets include depression, anxiety, Alzheimer’s disease, and ADHD. Non-neurological targets include cancer and non-alcoholic steatohepatitis. The company is also exploring additional undisclosed targets to broaden its pipeline. The focus on A2a adenosine receptor inhibition reflects a targeted therapeutic approach across various indications.

Regulatory Compliance and Securities Information

The offering is contingent on obtaining all necessary regulatory approvals, including from the TSX Venture Exchange. The TSXV and its Regulation Services Provider disclaim responsibility for the release’s adequacy or accuracy. The offering document dated July 15, 2026, is available on the company’s SEDAR+ profile and at https://marvelbiotechnology.com/. Prospective investors are advised to review this document carefully before investing.

This offering is not registered under the U.S. Securities Act of 1933 and cannot be offered or sold in the U.S. or to U.S. persons unless registered or exempt. The announcement includes standard disclaimers regarding jurisdictional sales restrictions.

Investor Considerations and Share Price Impact

The immediate effect of the offering announcement on Marvel Biosciences’ share price was not evident at the time of disclosure. Investors should monitor the common share price relative to the $0.20 warrant exercise price and the $0.25 threshold that may trigger warrant acceleration. The August 14, 2026 expected initial closing date is a key milestone, though closings may occur earlier, later, or in multiple tranches subject to approvals.

Progress toward phase 1 clinical trials for MB-204 following the capital raise will be a critical development for shareholders. Investors should also watch for disclosures regarding investor participation levels and final offering size.

Forward-Looking Statements and Risk Factors

The announcement contains forward-looking statements about the offering, use of proceeds, closing timeline, business strategy, and future plans. Actual results may differ materially due to risks including general business conditions, economic and political factors, regulatory approvals, competition, financing availability, and key personnel retention. Additional risk factors are detailed in the company’s SEDAR+ filings. Marvel Biosciences disclaims any obligation to update forward-looking information except as required by law.