Latest news with #AlgernonPharmaceuticals
The Market Online
23-05-2025
- Business
- The Market Online
Algernon closes NoBrainer acquisition
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 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. Join the discussion: Find out what everybody's saying about this microcap penny stock on the Algernon Pharmaceuticals Bullboard, and check out the rest of Stockhouse's stock forums and message boards. The material provided in this article is for information only and should not be treated as investment advice. For full disclaimer information, please click here.
Yahoo
23-05-2025
- Business
- Yahoo
Algernon Closes NoBrainer Imaging Centers, Inc. Acquisition
This embedded content is not available in your region. VANCOUVER, British Columbia, May 22, 2025 (GLOBE NEWSWIRE) -- Algernon Pharmaceuticals Inc. (the 'Company' or 'Algernon') (CSE: AGN) (FRANKFURT: AGW0) (OTCQB: AGNPF), a Canadian healthcare and clinical stage drug development company, is pleased to announce it has closed the acquisition to acquire 100% of the issued and outstanding shares of NoBrainer Imaging Centers, Inc. ('NIC') (the 'Transaction') previously announced on May 13, 2025. The Transaction moves Algernon into the Alzheimer's Disease ('AD') diagnostic and treatment market, expanding on the Company's existing neurological research programs, and provides Algernon exclusive master franchise and licensing rights to open AD screening, diagnostic, and treatment centers across Canada and in multiple U.S. markets. On May 12, 2025, the Company entered into share exchange agreements (collectively, the 'Agreements') with NIC and each of the shareholders of NIC (the 'NIC Shareholders') to acquire 100% of the issued and outstanding common and preferred shares of NIC (the 'NIC Shares'). NIC is a Canadian company which has the exclusive master franchise rights from NoBrainer Alzheimer's Treatment Centers, Inc. ('NATC') for the Canadian market (with the exception of the cities of Oakville and Ottawa, Ontario, which are being developed by NATC), and for Florida, excluding Miami, as well as additional franchise rights for Los Angeles and five more major U.S. cities in other U.S. states. As the flagship master franchisee, NIC has no initial franchise fees owing on its franchise territories. NIC has CAD$250,000 of working capital, including a deposit on a Positrigo NeuroLF brain-specific PET scanner, the latter of which is targeted for delivery to the first Company owned U.S. clinic in Q4, 2025. Pursuant to the terms and conditions of the Agreements, final consideration paid by the Company to complete the Transaction includes the issuance to the NIC Shareholders of: (i) 5,500,000 common shares in the capital of the Company (each, a 'Common Share') and 5,500,000 Common Share purchase warrants (each, a 'Common Warrant'); and (ii) 450,000 preferred shares (each, a 'Preferred Share') and 450,000 Preferred Share purchase warrants (each, a 'Preferred Warrant') to be issued on or before the end of six (6) months following approval of the creation of the Preferred Share class by the Company's shareholders. Each Common Warrant entitles the holder thereof to purchase one (1) Common Share at an exercise price (the 'Common Exercise Price') of $0.15 per Common Share for a period of twelve (12) months from the issuance date (the 'Issuance Date'), after which on the first anniversary of the Issuance Date (the 'First Anniversary'), the Common Exercise Price will increase to $0.25 per Common Share for a period of twelve (12) months from the First Anniversary, and on the second anniversary of the Issuance Date (the 'Second Anniversary'), the Common Exercise Price will increase to $0.50 per Common Share for a period of thirty-six (36) months from the Second Anniversary. If, prior to the First Anniversary, the Common Shares trade on the Canadian Securities Exchange (the 'CSE') at a price of $0.20 or greater for a period of twenty (20) consecutive trading days, and following thirty (30) days written notice to the Common Warrant holders, the Exercise Price will increase to $0.25 per Common Share until the date of the Second Anniversary, and on the Second Anniversary, the Common Exercise Price will increase to $0.50 per Common Share for a period of thirty-six (36) months from the Second Anniversary. The Common Warrants shall vest and become exercisable by the holders thereof on the date that is four (4) months and one (1) day from the date of issuance. Assuming the Company receives shareholder approval, the Preferred Shares are convertible into, without payment of any consideration and without further action on the part of the holder thereof, ten (10) Common Shares. The Preferred Shares will include a ten (10) percent annual dividend payable in Common Shares or Preferred Shares at the discretion of the Company's board of directors. Each Preferred Warrant entitles the holder thereof to purchase one (1) Preferred Share at an exercise price (the 'Preferred Exercise Price') of $1.50 per Preferred Share for a period of twelve (12) months from the Issuance Date, after which on First Anniversary, the Preferred Exercise Price will increase to $2.50 per Preferred Share for a period of twelve (12) months from the First Anniversary, and on the Second Anniversary, the Preferred Exercise Price will increase to $5.00 per Preferred Share for a period of thirty-six (36) months from the Second Anniversary. If, prior to the First Anniversary, the Common Shares trade on the CSE at a price of $0.20 or greater for a period of twenty (20) consecutive trading days, and following thirty (30) days written notice to the Preferred Warrant holders, the Preferred Exercise Price will increase to $2.50 per Preferred Share until the date of the Second Anniversary, and on the Second Anniversary, the Preferred Exercise Price will increase to $5.00 per Preferred Share for a period of thirty-six (36) months from the Second Anniversary. The Preferred Warrants shall vest and become exercisable by the holders thereof on the date that is four (4) months and one (1) day from the date of issuance. Algernon has agreed to expedite its annual meeting and seek shareholder approval for the Preferred Share issuance within six (6) months. Algernon will also seek approval from the CSE to trade both the higher priced Preferred Shares, the Common Warrants and the Preferred Warrants. AGN will further seek approval for a preferred stock unit dividend and/or a rights offering to current Common Share shareholders in order to achieve the appropriate board lot holders as well as a minimum float. If shareholder approval is not obtained, the Preferred Shares will be adjusted to Common Shares on a one (1) for ten (10) basis. All NIC Shareholders have entered into a voting support agreement in favour of the Company in respect of the consideration securities received in connection with the Transaction. The securities issued and issuable, described in this news release, will be subject to a statutory hold period of (i) the greater of four months plus a day from the date of issuance and (ii) ten (10) trading days following the filing of the Company's next financial statements , which reflect the acquisition of NIC, but not as a subsequent event. Such financial statements are expected to be filed on or before July 30, 2025 The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or any state securities laws, and may not be offered or sold 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) absent registration under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration. For more information on franchising opportunities or medical partnerships, or general information please contact: Christopher J. Moreau CEO Algernon Pharmaceuticals Inc. 604.398.4175 ext 701 info@ investors@ About Algernon Pharmaceuticals Algernon Pharmaceuticals is a Canadian healthcare and clinical stage pharmaceutical development company investigating multiple drugs for unmet global medical needs. Algernon Pharmaceuticals is also the parent company of a private subsidiary called Algernon NeuroScience, that is advancing a psychedelic program investigating a proprietary form of DMT for stroke and traumatic brain injury. Visit for more information. Visit for more DISCLAIMER STATEMENT: No Securities Exchange has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements relating to product development, licensing, commercialization and regulatory compliance issues and other statements that are not historical facts. Forward-looking statements are often identified by terms such as 'will', 'may', 'should', 'anticipate', 'expects' and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law. A video accompanying this release is available at: in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
23-05-2025
- Business
- Yahoo
Algernon Closes NoBrainer Imaging Centers, Inc. Acquisition
This embedded content is not available in your region. VANCOUVER, British Columbia, May 22, 2025 (GLOBE NEWSWIRE) -- Algernon Pharmaceuticals Inc. (the 'Company' or 'Algernon') (CSE: AGN) (FRANKFURT: AGW0) (OTCQB: AGNPF), a Canadian healthcare and clinical stage drug development company, is pleased to announce it has closed the acquisition to acquire 100% of the issued and outstanding shares of NoBrainer Imaging Centers, Inc. ('NIC') (the 'Transaction') previously announced on May 13, 2025. The Transaction moves Algernon into the Alzheimer's Disease ('AD') diagnostic and treatment market, expanding on the Company's existing neurological research programs, and provides Algernon exclusive master franchise and licensing rights to open AD screening, diagnostic, and treatment centers across Canada and in multiple U.S. markets. On May 12, 2025, the Company entered into share exchange agreements (collectively, the 'Agreements') with NIC and each of the shareholders of NIC (the 'NIC Shareholders') to acquire 100% of the issued and outstanding common and preferred shares of NIC (the 'NIC Shares'). NIC is a Canadian company which has the exclusive master franchise rights from NoBrainer Alzheimer's Treatment Centers, Inc. ('NATC') for the Canadian market (with the exception of the cities of Oakville and Ottawa, Ontario, which are being developed by NATC), and for Florida, excluding Miami, as well as additional franchise rights for Los Angeles and five more major U.S. cities in other U.S. states. As the flagship master franchisee, NIC has no initial franchise fees owing on its franchise territories. NIC has CAD$250,000 of working capital, including a deposit on a Positrigo NeuroLF brain-specific PET scanner, the latter of which is targeted for delivery to the first Company owned U.S. clinic in Q4, 2025. Pursuant to the terms and conditions of the Agreements, final consideration paid by the Company to complete the Transaction includes the issuance to the NIC Shareholders of: (i) 5,500,000 common shares in the capital of the Company (each, a 'Common Share') and 5,500,000 Common Share purchase warrants (each, a 'Common Warrant'); and (ii) 450,000 preferred shares (each, a 'Preferred Share') and 450,000 Preferred Share purchase warrants (each, a 'Preferred Warrant') to be issued on or before the end of six (6) months following approval of the creation of the Preferred Share class by the Company's shareholders. Each Common Warrant entitles the holder thereof to purchase one (1) Common Share at an exercise price (the 'Common Exercise Price') of $0.15 per Common Share for a period of twelve (12) months from the issuance date (the 'Issuance Date'), after which on the first anniversary of the Issuance Date (the 'First Anniversary'), the Common Exercise Price will increase to $0.25 per Common Share for a period of twelve (12) months from the First Anniversary, and on the second anniversary of the Issuance Date (the 'Second Anniversary'), the Common Exercise Price will increase to $0.50 per Common Share for a period of thirty-six (36) months from the Second Anniversary. If, prior to the First Anniversary, the Common Shares trade on the Canadian Securities Exchange (the 'CSE') at a price of $0.20 or greater for a period of twenty (20) consecutive trading days, and following thirty (30) days written notice to the Common Warrant holders, the Exercise Price will increase to $0.25 per Common Share until the date of the Second Anniversary, and on the Second Anniversary, the Common Exercise Price will increase to $0.50 per Common Share for a period of thirty-six (36) months from the Second Anniversary. The Common Warrants shall vest and become exercisable by the holders thereof on the date that is four (4) months and one (1) day from the date of issuance. Assuming the Company receives shareholder approval, the Preferred Shares are convertible into, without payment of any consideration and without further action on the part of the holder thereof, ten (10) Common Shares. The Preferred Shares will include a ten (10) percent annual dividend payable in Common Shares or Preferred Shares at the discretion of the Company's board of directors. Each Preferred Warrant entitles the holder thereof to purchase one (1) Preferred Share at an exercise price (the 'Preferred Exercise Price') of $1.50 per Preferred Share for a period of twelve (12) months from the Issuance Date, after which on First Anniversary, the Preferred Exercise Price will increase to $2.50 per Preferred Share for a period of twelve (12) months from the First Anniversary, and on the Second Anniversary, the Preferred Exercise Price will increase to $5.00 per Preferred Share for a period of thirty-six (36) months from the Second Anniversary. If, prior to the First Anniversary, the Common Shares trade on the CSE at a price of $0.20 or greater for a period of twenty (20) consecutive trading days, and following thirty (30) days written notice to the Preferred Warrant holders, the Preferred Exercise Price will increase to $2.50 per Preferred Share until the date of the Second Anniversary, and on the Second Anniversary, the Preferred Exercise Price will increase to $5.00 per Preferred Share for a period of thirty-six (36) months from the Second Anniversary. The Preferred Warrants shall vest and become exercisable by the holders thereof on the date that is four (4) months and one (1) day from the date of issuance. Algernon has agreed to expedite its annual meeting and seek shareholder approval for the Preferred Share issuance within six (6) months. Algernon will also seek approval from the CSE to trade both the higher priced Preferred Shares, the Common Warrants and the Preferred Warrants. AGN will further seek approval for a preferred stock unit dividend and/or a rights offering to current Common Share shareholders in order to achieve the appropriate board lot holders as well as a minimum float. If shareholder approval is not obtained, the Preferred Shares will be adjusted to Common Shares on a one (1) for ten (10) basis. All NIC Shareholders have entered into a voting support agreement in favour of the Company in respect of the consideration securities received in connection with the Transaction. The securities issued and issuable, described in this news release, will be subject to a statutory hold period of (i) the greater of four months plus a day from the date of issuance and (ii) ten (10) trading days following the filing of the Company's next financial statements , which reflect the acquisition of NIC, but not as a subsequent event. Such financial statements are expected to be filed on or before July 30, 2025 The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or any state securities laws, and may not be offered or sold 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) absent registration under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration. For more information on franchising opportunities or medical partnerships, or general information please contact: Christopher J. Moreau CEO Algernon Pharmaceuticals Inc. 604.398.4175 ext 701 info@ investors@ About Algernon Pharmaceuticals Algernon Pharmaceuticals is a Canadian healthcare and clinical stage pharmaceutical development company investigating multiple drugs for unmet global medical needs. Algernon Pharmaceuticals is also the parent company of a private subsidiary called Algernon NeuroScience, that is advancing a psychedelic program investigating a proprietary form of DMT for stroke and traumatic brain injury. Visit for more information. Visit for more DISCLAIMER STATEMENT: No Securities Exchange has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements relating to product development, licensing, commercialization and regulatory compliance issues and other statements that are not historical facts. Forward-looking statements are often identified by terms such as 'will', 'may', 'should', 'anticipate', 'expects' and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law. A video accompanying this release is available at:
