Algernon closes NoBrainer acquisition
Algernon issued 5.5 million common shares and 5.5 million common share purchase warrants
NoBrainer brings with it C$250,000 in working capital and a deposit on a Positrigo NeuroLF PET scanner
Algernon Pharmaceuticals stock (CSE:AGN) last traded at $0.09
Microcap penny stock Algernon Pharmaceuticals (CSE:AGN) has officially closed its acquisition of NoBrainer Imaging Centres, Inc., marking a significant expansion into the Alzheimer's Disease diagnostic and treatment market. The transaction can position the clinical-stage pharmaceutical developer at the forefront of neurological healthcare innovation.
Under the terms of the deal outlined in a media statement, Algernon has acquired 100 per cent of the issued and outstanding shares of NoBrainer, a Canadian company holding exclusive master franchise rights from NoBrainer Alzheimer's Treatment Centres, Inc. These rights cover all of Canada—excluding Oakville and Ottawa—and key U.S. markets including Florida (excluding Miami), Los Angeles, and five additional major cities.
NoBrainer brings with it C$250,000 in working capital and a deposit on a Positrigo NeuroLF PET scanner, a cutting-edge brain imaging device expected to be delivered to Algernon's first U.S. clinic in Q4 2025. Transaction details
The acquisition was executed through share exchange agreements signed on May 12, 2025. As consideration, Algernon issued: 5.5 million common shares and 5.5 million common share purchase warrants
and 450,000 preferred shares and 450,000 preferred share purchase warrants (to be issued within six months pending shareholder approval)
The common warrants are exercisable in stages over a five-year period, with escalating prices from $0.15 to $0.50 per share. Preferred shares, once approved, will be convertible into ten common shares each and carry a 10% annual dividend payable in shares. Preferred warrants follow a similar escalating price structure, ranging from $1.50 to $5.00 per share.
All NoBrainer shareholders have signed voting support agreements in favor of Algernon, ensuring a smooth transition and alignment with the company's strategic goals.
Algernon plans to expedite its annual meeting to secure shareholder approval for the preferred share issuance and will seek Canadian Securities Exchange (CSE) approval to list the new securities. The company is also exploring a preferred stock unit dividend or rights offering to bolster shareholder participation and meet listing requirements.
Algernon Pharmaceuticals stock (CSE:AGN) last traded at $0.09. While it has risen 28.57 per cent since the year began, it has lost 43.75 per cent since this time last year.
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