Mr. Ahmad Doroudian reports
BETTERLIFE PHARMA INC. ANNOUNCES FILING OF FINAL PROSPECTUS FOR US$100 MILLION PUBLIC OFFERING OF COMMON SHARES AND PRE-FUNDED WARRANTS
Betterlife Pharma Inc. has filed a final short form prospectus with the securities regulatory authorities in the provinces of British Columbia, Ontario and Alberta in connection with the previously announced public offering of common shares of the company and/or prefunded common share purchase warrants of the company in lieu of common shares.
The offering is being conducted on a commercially reasonable effort agency basis for the issuance of up to 555 million securities at a price of 25 cents per common share or 24.999 cents per prefunded warrant for gross proceeds of up to $100-million (U.S.) ($138.75-million (Canadian)). Each prefunded warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one common share. The prefunded warrants will have a nominal exercise price of 0.001 cent per warrant share. The offering must have a minimum raise of $80-million (U.S.) ($111-million (Canadian)).
The offering is being conducted pursuant to an agency agreement dated Sept. 11, 2026, entered into between the company, Bloom Burton Securities Inc. and Haywood Securities Inc.
The company has granted the agents an option, exercisable in whole or in part at any time for a period of 30 days following the closing date (as defined below), to offer for sale such number of additional common shares and prefunded warrants, together representing 15 per cent of the number of common shares and prefunded warrants, solely to cover overallotments, if any.
In connection with the offering, the agents will be paid a cash commission equal to 7.0 per cent of the aggregate gross proceeds (including any proceeds raised through the exercise of the overallotment option). In addition, the company will issue to the agents broker warrants to purchase such number of common shares as is equal to 7.0 per cent of the aggregate number of securities issued pursuant to the offering (including any securities issued pursuant to the exercise of the overallotment option).
The company intends to use the net proceeds from the offering to: (i) conduct phase 1A studies in healthy humans; (ii) conduct phase 1B clinical trials for cluster headache and migraine in parallel, rather than sequentially; (iii) conduct phase 2 clinical trials for cluster headache and migraine; and (iv) initiate a postphase 2 registration study for cluster headache. The company also intends to use the net proceeds for working capital and other general corporate purposes.
The offering is expected to close on or about Sept. 17, 2026, or such later date as may be agreed upon by the company and the lead agent. The offering is subject to satisfaction of customary closing conditions, including the receipt of all necessary regulatory and stock exchange approvals, including approval of the Canadian Securities Exchange.
The company has received a waiver from the CSE of the shareholder approval requirements set out in Section 4.6(2)(a)(i)(2) of CSE Policy 4, which would otherwise apply in connection with the level of dilution that may result from completion of the offering.
In addition, the securities are anticipated to be offered by way of private placement in certain jurisdictions outside of Canada pursuant to and in compliance with applicable securities laws.
For further details with respect to the offering, please see the final prospectus, a copy of which is available on SEDAR+.
Access to the final prospectus and any amendments to such document will be provided in accordance with securities legislation relating to procedures for providing access to a short form prospectus and any amendment thereto. The final prospectus is accessible on SEDAR+. Alternatively, an electronic or paper copy of the final prospectus and any amendment to such document may be obtained without charge, from Bloom Burton by e-mail at ECM@bloomburton.com, by telephone at 416-640-7585, or by providing the contact with an e-mail address or address, as applicable. The final prospectus contains important, detailed information about the company and the offering. Prospective investors should read the final prospectus before making an investment decision.
About Betterlife Pharma Inc.
Betterlife is an emerging biotechnology company primarily focused on developing and commercializing BETR-001 to treat various neurological disorders. BETR-001, which is in preclinical and IND-enabling studies, is a non-hallucinogenic and non-controlled LSD derivative in development, and is unique in that it is unregulated and therefore can be self-administered. Betterlife's synthesis patent for BETR-001 eliminates controlled substance manufacturing hurdles, and its pending patent, for composition and method of use, covers treatment of various neurological disorders until around 2042. Betterlife also owns a drug candidate for the treatment of viral infections and is in the process of seeking strategic alternatives for further development.
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