Not for distribution to U.S. Newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
VANCOUVER, British Columbia, June 09, 2026 (GLOBE NEWSWIRE) — Alzai Health Corp. (“Alzai” or the “Corporation”) is pleased to announce that it has successfully completed its previously announced initial public offering (the “Offering”) of 10,125,000 units (the “Offered Units”) of the Corporation, including 125,000 Offered Units sold pursuant to the exercise of the Agent’s (as defined below) over-allotment option, at a price of $0.40 per Offered Unit (the “Offering Price”), for aggregate gross proceeds of $4,050,000 (the “Offering”).
Each Offered Unit consisted of one common share of the Corporation (“Common Shares”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase, subject to acceleration and adjustment in certain circumstances, one Common Share at an exercise price of $0.60 until the earlier of (i) June 9, 2028, and (ii) the date specified in any Acceleration Notice (as defined below) delivered in accordance with the terms of the warrant indenture dated June 9, 2026, between the Corporation and Odyssey Trust Company, as warrant agent.
If, at any time, the volume-weighted average trading price of the Common Shares is equal to or greater than $0.90 for any 10 consecutive trading day period, the Corporation may provide written notice to the registered holders of Warrants (an “Acceleration Notice”) that the expiry time of the Warrants shall be accelerated to the date which is 30 days from the date of such Acceleration Notice, subject to approval from the TSX Venture Exchange (the “TSXV”).
The Offering was completed pursuant to a long form prospectus dated April 21, 2026 (the “Prospectus”), filed with the Alberta Securities Commission, British Columbia Securities Commission and Ontario Securities Commission.
The Corporation’s common shares were listed and halted on June 8, 2026 and will resume trading today on the TSXV under the symbol “ALZI”. Following closing of the Offering, the Corporation has 64,147,682 Common Shares issued and outstanding, with the directors, officers and certain shareholders of the Corporation holding an aggregate of 23,489,722 Common Shares which are subject to escrow restrictions.
Haywood Securities Inc. (the “Agent”) acted as the exclusive agent for the Offering, on a best efforts basis, pursuant to an agency agreement between the Corporation and the Agent. As consideration for the Agent’s services in the Offering, the Agent received a cash commission of $283,500, being 7% of the proceeds of the Offering, 708,750 non-transferable agent’s warrants (the “Agent’s Warrants”), being 7% of the total number of Units issued in the Offering, and a corporate finance fee of $45,000 plus taxes (of which $24,750 was payable in cash and $22,500 was payable by the issuance of Common Shares at a deemed price of $0.40 per Common Share). Each Agent’s Warrant is exercisable into one Common Share at an exercise price of $0.40 for a period of 24 months following the date of issuance.
The net proceeds from the Offering will be used for research and development, sales and marketing and general working capital, as more particularly described in the Prospectus, which can be found on the Corporation’s profile on SEDAR+.
The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. Accordingly, the securities may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act), unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Alzai in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
No securities regulatory authority has either approved or disapproved of the contents of this news release.
About Alzai Health Corp.
Alzai is a health technology Corporation. Alzai’s current product offering is an artificial intelligence driven, non-invasive Alzheimer’s Disease / Alzheimer’s Disease-related dementia risk screening solution that uses only pre-existing patient data found in routine clinical records. Alzai’s risk screening solution enables earlier identification of cognitive decline, a massive unmet need as ~80% of Alzheimer’s patients are diagnosed past the mild stages of the disease. Through risk screening, Alzai supports timely diagnosis, intervention, prevention, and improved patient outcomes for efficient population-level disease management across payors, providers, and clinical research.
Contact
Hayim Raclaw
Chief Executive Officer, Director
E: info@alzaihealth.com
T: 416-862-4351
Neither TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: timing related to the resumption of trading the Common Shares on the TSXV; and the use of proceeds of the Offering. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: business integration risks; the Corporation’s operating results will experience significant fluctuations due to the nature of the artificial intelligence industry; the Corporation operates in a heavily regulated environment and any material changes or actions could lead to negative adverse effects to the business model, operational results, and financial condition of the Corporation; evolving regulatory requirements and the impact on the Corporation’s business plan; reliance on key personnel; implementation of the Corporation’s business plan; lack of operating history; competitive conditions; de banking and financial services risk; anti money laundering and corrupt business practices; additional capital; financing risks; global financial conditions; insurance and uninsured risks; cybersecurity risks; audit of tax filings; market for the Common Shares; conflicts of interest; internal controls; tariffs and the imposition of other restrictions on trade could adversely affect the Corporation’s business; risk of litigation; pandemics or other health crisis; technological vulnerabilities; short history risk; economic and political factors; security breaches; the requirements that accompany being a publicly traded company may put a strain on the Corporation’s resources, divert attention from management, and adversely affect its ability to maintain and attract management and qualified board members; liquidity risk; leverage risk; and share price fluctuations.
Although management of the Corporation believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date of this news release, and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward -looking statements or information, whether as a result of new information, change in management’s estimates or opinions, future circumstances or events or otherwise, except as expressly required by applicable securities law.
The TSXV has neither approved nor disapproved the contents of this news release.
