01:30:43 EDT Wed 15 Apr 2026
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Opensesame signs definitive agreement to acquire Vector

2026-04-14 19:59 ET - News Release

Mr. Scott Kelly reports

OPENSESAME ANNOUNCES ENTERING INTO OF ACQUISITION AGREEMENT AND FILING OF FILING STATEMENT FOR QUALIFYING TRANSACTION

Opensesame Acquisition Corp. has provided an update on its proposed business combination with Vector Science and Therapeutics Inc., which is intended to be the company's qualifying transaction (as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange corporate finance manual).

In connection with the transaction, the company, Vector and Opensesame U.S. Corp., a wholly owned subsidiary of the company (Open U.S.), have entered into a definitive acquisition agreement in respect of the transaction. In connection with the transaction, the company and Vector have received conditional acceptance of the TSX-V for the closing of the transaction and publicly filed a filing statement dated April 14, 2026, prepared in accordance with the requirements of the TSX-V.

The filing statement is available under the company's profile on SEDAR+.

As previously announced on Oct. 6, 2025, pursuant to the terms of the transaction, the company will acquire all of the issued and outstanding securities of Vector, which will constitute an arm's-length reverse takeover transaction of the company.

Details of the transaction

Pursuant to the acquisition agreement, the company will acquire all of the currently 11,585,538 issued and outstanding shares of Class A common stock in the capital of Vector, outstanding share purchase warrants to acquire 5,971,973 Vector shares and outstanding options to acquire 500,000 Vector shares from the securityholders of Vector in exchange for the issuance of common shares of the company, warrants to acquire company shares and options to acquire company shares. To effect the proposed transaction, it is intended that Open U.S. will merge with and into Vector, with Vector being the surviving entity and becoming a wholly owned subsidiary of the company. As part of the merger, the holders of Vector shares, Vector warrants and Vector options will exchange their securities for company shares, company warrants and company options on the basis of 10 company shares, company warrants and company options for each Vector share, Vector warrant and Vector option, as applicable.

In connection with the transaction, as previously announced on March 17, 2026, in connection with the transaction, Open U.S. is conducting an offering of subscription receipts at a price of 10 cents per subscription receipt, for minimum aggregate proceeds of $2-million and maximum aggregate proceeds of $3-million.

Following the completion of the transaction, it is intended that Vector (after giving effect to the merger) will become a wholly owned subsidiary of the company and the company will continue the business of Vector.

As part of the transaction, the company intends to change its name to Vector Science and Therapeutics Corp., or such other name as determined by Vector and acceptable to applicable regulators. As used herein, resulting issuer refers to the company following the completion of the transaction.

It is anticipated that the common shares of the resulting issuer will trade on the TSX-V under the ticker symbol PAIN shortly following the closing of the qualifying transaction.

For further information regarding the transaction, please see the filing statement, which is available under the company's profile on SEDAR+.

Company shareholder approval

The transaction is not a non-arm's-length qualifying transaction (as defined in the Policy 2.4) and, accordingly, the company is not required to obtain the approval of its shareholders for the transaction.

The merger will require approval of the shareholders of Vector.

Conditions precedent and TSX-V matters

Completion of the transaction is subject to a number of conditions, including, but not limited to, completion by the parties of satisfactory due diligence, satisfaction by the parties of all applicable filing and listing requirements pursuant to Policy 2.4, closing of the subscription receipt offering as previously announced on March 17, 2026, and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the TSX-V. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.

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